BLT LOGISTICS LIMITED

Prospectus Dated: August 06, 2025 100% Book Built Issue Please read Section 26 of the Companies Act, 2013 (Please scan this QR code to view the Prospectus) BLT LOGISTICS LIMITED Corporate Identity Numbers: U63000DL2011PLC224622 CORPORATE TELEPHONE AND REGISTERED OFFICE CONTACT PERSON WEBSITE OFFICE EMAIL Plot No 304 A/2 Kh 14/20/1 Rama Kanojia Tel No: +91 11 3545 4842 F/F, Patel Garden, Kakrola, www.bltlogistics.co - Company Secretary and Email Id: South West Delhi, New m Compliance Officer cs@bltlogistics.com Delhi, Delhi, India, 110078. PROMOTERS OF OUR COMPANY: KRISHAN KUMAR AND RAKESH KUMAR DETAILS OF THE ISSUE FRESH ISSUE OFS SIZE (BY NO. OF TOTAL ISSUE TYPE SIZE SHARES OR BY ELIGIBILITY SIZE (IN ₹ LAKHS) AMOUNT IN ₹) 12,96,000 Equity 12,96,000 Equity This Issue is being made in terms of Chapter Fresh Shares Nil Shares aggregating to IX and pursuant to Regulation 229(1) of the Issue aggregating to ₹972.00 lakhs SEBI (ICDR) Regulations, 2018 as amended. ₹972.00 lakhs DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION – NOT APPLICABLE AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10/- each. The Floor Price, the Cap Price and the Issue Price determined by our Company in consultation with the BRLM on the basis of the assessment of market demand for our Equity Shares by way of the Book Building Process, as disclosed in “Basis for Issue Price” on page no. 100, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to section titled “Risk Factors” appearing on page no. 28 of this Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. LISTING The Equity Shares Issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on SME Platform of BSE Limited (“BSE SME”), in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In-principal Approval letter dated February 07, 2025 from BSE Limited (“BSE”) for using its name in Issue document for listing our shares on the SME Platform of BSE Limited. For this Issue, the designated Stock Exchange is the BSE Limited (“BSE”). BOOK RUNNING LEAD MANAGER TO THE ISSUE NAME AND LOGO CONTACT PERSON EMAIL & TELEPHONE Email: mb@beelinemb.com Nikhil Shah Tel. No: 079 4918 5784 Beeline Capital Advisors Private Limited REGISTRAR TO THE ISSUE NAME AND LOGO CONTACT PERSON EMAIL & TELEPHONE Email: ipo@skylinerta.com Anuj Rana Tel. No: +91-11-26812683 Skyline Financial Services PrivateLimited BID/ ISSUE PERIOD ANCHOR FRIDAY, BID/ISSUE MONDAY, BID/ISSUE CLOSED WEDNESDAY, INVESTOR BID AUGUST 01, 2025 OPENED AUGUST 04, ON: AUGUST 06, 2025^ OPENED AND ON: 2025 CLOSED: ^The UPI mandate acceptance / confirmation end time and date was 5.00 p.m. on the Bid/ Issue Closing Date.Prospectus Dated: August 06, 2025 100% Book Built Issue Please read Section 26 of the Companies Act, 2013 BLT LOGISTICS LIMITED Corporate Identity Numbers: U63000DL2011PLC224622 Our Company was originally registered in the name of “BLT Logistics Private Limited” and received a certificate of incorporation dated September 06, 2011, from the Registrar of Companies, National Capital Territory of Delhi & Haryana under The Companies Act, 1956. Later on, our Company was converted into a Public Limited Company pursuant to a shareholders resolution passed at the Extra-ordinary General Meeting of our Company held on December 30, 2023, and the name of our Company was changed to “BLT Logistics Limited”. A fresh Certificate of Incorporation consequent upon Conversion from Private Limited Company to Public Limited Company dated February 09, 2024, was issued by the Registrar of Companies, Delhi. The Corporate Identification Number of our Company is U63000DL2011PLC224622. For details of the change in name and registered office of our Company, please refer to the chapter titled “History and Corporate Structure” beginning on page no. 154 of this Prospectus. Registered Office: Plot No 304 A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, New Delhi, Delhi, India, 110078. Website: www.bltlogistics.com; E-Mail: cs@bltlogistics.com; Telephone No: +91 11 3545 4842 Company Secretary and Compliance Officer: Rama Kanojia PROMOTERS OF OUR COMPANY: KRISHAN KUMAR AND RAKESH KUMAR THE ISSUE INITIAL PUBLIC ISSUE OF 12,96,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH OF BLT LOGISTICS LIMITED (“BLT” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 75/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 65/- PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO ₹ 972.00 LAKHS (“THE ISSUE”), OF WHICH 94,400 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH FOR CASH AT A PRICE OF ₹ 75/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 65/- PER EQUITY SHARE AGGREGATING TO ₹ 70.80 LAKHS WAS RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF 12,01,600 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH AT A PRICE OF ₹ 75/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 65/- PER EQUITY SHARE AGGREGATING TO ₹ 901.20 LAKHS IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE CONSTITUTED 27.02% AND 25.05%, RESPECTIVELY, OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10/- EACH. This Issue was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 229 of the SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations, wherein not more than 50% of the Net Issue was made available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”) provided that our Company in consultation with the BRLM allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”). One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Issue was made available for allocation to Non-Institutional Investors of which (a) one third of the Non-Institutional Portion was reserved for Bidders with an application size of more than two lots up to such lots equivalent to not more than ₹10.00 lakhs and (b) two-thirds of the Non-Institutional Portion was reserved for Bidders with an application size exceeding ₹10.00 lakhs and not less than 35% of the Net Issue was available for allocation to Individual Investors (who applies for minimum application size) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. All Potential Bidders were required to participate in the Issue by mandatorily utilizing the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. For details, see section titled “Issue Procedure” beginning on page no. 281 of this Prospectus. All potential investors, except Anchor Investors, were required to participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process including through UPI mode (as applicable) by providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to “Issue Procedure” on page no. 281 of this Prospectus. A copy of Red Herring Prospectus was filed to the Registrar of Companies and this Prospectus shall be filed with the Registrar of Companies in accordance with Section 26 of the Companies Act, 2013. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10/- each. The Floor Price, the Cap Price and the Issue Price should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking aninvestment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page no. 28 of this Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares Issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on SME Platform of BSE Limited (“BSE SME”), in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In-principal Approval letter dated February 07, 2025 from BSE Limited (“BSE”) for using its name in Issue document for listing our shares on the SME Platform of BSE Limited. For this Issue, the designated Stock Exchange is the BSE Limited (“BSE”). BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE BEELINE CAPITAL ADVISORS PRIVATE LIMITED SKYLINE FINANCIAL SERVICES PRIVATE LIMITED SEBI Registration Number: INM000012917 SEBI Registration Number: INR000003241 Address: B 1311-1314, Thirteenth Floor, Shilp Corporate Park, Address: D-153A, 1st floor, Phase I, Okhla Industrial Area, Delhi, Rajpath Rangoli Road, Thaltej, Ahmedabad- 380054, Gujarat, 110020 India. Telephone: 011- 40450193-97 Telephone Number: 079 4918 5784 Email: ipo@skylinerta.com Email Id: mb@beelinemb.com Website: https://www.skylinerta.com/ Investors Grievance ID: ig@beelinemb.com Contact Person: Anuj Rana Website: www.beelinemb.com CIN: U74899DL1995PTC071324 Contact Person: Nikhil Shah CIN: U67190GJ2020PTC114322 BID/ ISSUE PERIOD ANCHOR FRIDAY, AUGUST BID/ISSUE MONDAY, BID/ISSUE CLOSED WEDNESDAY, INVESTOR BID 01, 2025 OPENED ON: AUGUST 04, ON: AUGUST 06, 2025^ OPENED AND 2025 CLOSED: ^The UPI mandate acceptance / confirmation end time and date was 5.00 p.m. on the Bid/ Issue Closing Date.TABLE OF CONTENTS SECTION I – DEFINITIONS AND ABBREVIATIONS .............................................................................................. 1 GENERAL AND COMPANY RELATED TERMS ........................................................................................................ 1 COMPANY RELATED TERMS ..................................................................................................................................... 1 ISSUE RELATED TERMS ............................................................................................................................................. 3 TECHNICAL AND INDUSTRY RELATED TERMS ................................................................................................. 10 CONVENTIONAL AND GENERAL TERMS / ABBREVIATIONS .......................................................................... 10 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION, MARKET DATA AND CURRENCY OF PRESENTATION ......................................................................................................................................................... 14 FORWARD – LOOKING STATEMENTS ................................................................................................................... 16 SECTION II - SUMMARY OF PROSPECTUS........................................................................................................... 18 SECTION III: RISK FACTORS................................................................................................................................... 28 THE ISSUE .................................................................................................................................................................... 57 SUMMARY OF FINANCIAL INFORMATION .......................................................................................................... 59 SECTION V – GENERAL INFORMATION ............................................................................................................... 66 SECTION VI - CAPITAL STRUCTURE ..................................................................................................................... 77 SECTION VII – PARTICULARS OF THE ISSUE ..................................................................................................... 91 OBJECTS OF THE ISSUE ............................................................................................................................................ 91 BASIS FOR ISSUE PRICE .......................................................................................................................................... 100 STATEMENT OF SPECIAL TAX BENEFITS .......................................................................................................... 109 SECTION VIII – ABOUT THE COMPANY ............................................................................................................. 112 INDUSTRY OVERVIEW ............................................................................................................................................ 112 BUSINESS OVERVIEW ............................................................................................................................................. 124 KEY INDUSTRY REGULATIONS ............................................................................................................................ 144 HISTORY AND CORPORATE STRUCTURE .......................................................................................................... 154 OUR MANAGEMENT ................................................................................................................................................ 159 OUR PROMOTERS AND PROMOTER GROUP ...................................................................................................... 172 DIVIDEND POLICY ................................................................................................................................................... 175 SECTION IX – FINANCIAL STATEMENTS ........................................................................................................... 176 RESTATED FINANCIAL INFORMATION .............................................................................................................. 176 OTHER FINANCIAL INFORMATION ..................................................................................................................... 229 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS ............................................................................................................................................................ 231 CAPITALISATION STATEMENT ............................................................................................................................. 244 SECTION X – LEGAL AND OTHER INFORMATION........................................................................................... 246 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ................................................................ 246 GOVERNMENT AND OTHER APPROVALS .......................................................................................................... 249 SECTION XI – INFORMATION WITH RESPECT TO GROUP COMPANIES ................................................... 256 SECTION – XII – OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................ 257 SECTION XIII – ISSUE RELATED INFORMATION ............................................................................................ 271 TERMS OF THE ISSUE .............................................................................................................................................. 271 ISSUE STRUCTURE ................................................................................................................................................... 278 ISSUE PROCEDURE .................................................................................................................................................. 281 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................................. 310 DESCRIPTION OF EQUITY SHARES RELATED TERMS OF THE ARTICLES OF ASSOCIATION ................ 313 SECTION XIV – OTHER INFORMATION .............................................................................................................. 332 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................................... 332 DECLARATIONS ....................................................................................................................................................... 334SECTION I – DEFINITIONS AND ABBREVIATIONS This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made there under. Notwithstanding the foregoing, terms in “Statement of Special Tax Benefits”, “Industry Overview”, “Key Industry Regulations”, “Restated Financial Information”, “Outstanding Litigation and Material Developments” and “Description of Equity Shares Related Terms of the Articles of Association”, beginning on pages 109, 112, 144, 176, 246 and 313, respectively, will have the meaning ascribed to such terms in those respective sections. GENERAL AND COMPANY RELATED TERMS Term Description “BLT”, “our Company”, “we”, BLT Logistics Limited, a public limited company, registered under the Companies Act, “us”, “our”, “the Company”, 1956 and having its registered office at Plot No 304 A/2 Kh 14/20/1 F/F, Patel Garden, “the Issuer Company” or “the Kakrola, South West Delhi, New Delhi, Delhi, India, 110078. Issuer” Our Promoters Krishan Kumar and Rakesh Kumar Promoter Group Companies, individuals and entities (other than companies) as defined under Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018 which is provided in the chapter titled “Our Promoters and Promoter Group” beginning on Page no. 172 of this Prospectus. COMPANY RELATED TERMS Term Description Articles / Articles of Articles of Association of our Company. Association/ AOA Audit Committee The Audit Committee of the Board of Directors is constituted in accordance with Section 177 of the Companies Act, 2013. For details refer to the section titled “Our Management” on page no. 159 of this Prospectus. Auditor of our Company/ Peer The Statutory Auditor & Peer Review Auditor of our Company, being M/s Jain Reviewed Auditor/ Statutory Agarwal & Company, Chartered Accountants, Delhi as mentioned in the section titled Auditor “General Information” beginning on page no. 66 of this Prospectus. Bankers to the Company ICICI Bank Limited. Board of Directors / The Board of Directors of BLT Logistics Limited unless otherwise specified. Board/BOD Companies Act The Companies Act, 1956 and/or the Companies Act, 2013 as amended from time to time. CIN Corporate Identification Number of our Company i.e. BLT Logistics Limited U63000DL2011PLC224622. Chief Financial Officer (CFO) The Chief Financial Officer of our Company, being Vivek Kumar. CMD Chairman and Managing Director of our Company, Krishan Kumar. Company Secretary and The Company Secretary and Compliance Officer being Rama Kanojia Compliance Officer (CS) Committee(s) Duly constituted committee(s) of our Board of Directors Depositories Act The Depositories Act, 1996, as amended from time to time. Director(s) Director(s) on the board of our Company, as appointed from time to time. DIN Director Identification Number Equity Shares Equity Shares of our Company of Face Value of ₹ 10/- each unless otherwise specified in the context thereof Page | 1Term Description Equity Shareholders Persons/ Entities holding Equity Shares of Our Company ED Executive Director Independent Director A Non-Executive & Independent Director as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 AS Generally Accepted Accounting Principles in India International Securities Identification Number. The company’s ISIN is ISIN INE0W4K01013. Key Managerial Personnel / Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the KMP(s) SEBI ICDR Regulations, which includes key managerial personnel in terms of the Companies Act, as described in the chapter titled “Our Management” beginning from page no. 159 of this Prospectus. Materiality Policy The policy on identification of group companies, material creditors and material litigation, adopted by our Board on August 01, 2024 and subsequently modified to the extent applicable by the Board on May 14, 2025 in accordance with the requirements of the SEBI ICDR Regulations as amended from time to time. MOA/ Memorandum / Memorandum of Association of our Company as amended from time to time Memorandum of Association Non-Residents A person resident outside India, as defined under FEMA, 1999. Nomination and The Nomination and Remuneration Committee of our Board of Directors constituted Remuneration Committee in accordance with Companies Act, 2013. For details refer to the section titled “Our Management” on page no. 159 of this Prospectus. Non-Executive Director A Director not being an Executive Director or an Independent Director. NRIs / Non-Resident Indians A person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian Origin under Foreign Outside India Regulations, 2000. Peer Reviewed Auditor The Peer Review Auditors of our Company, being M/s. Jain Agarwal & Company, Chartered Accountants, New Delhi holding a valid peer review certificate, as mentioned in the section titled “General Information” beginning on page no. 66 of this Prospectus. Registered Office Plot No 304 A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, New Delhi, Delhi, India, 110078. Restated Financial Information The Restated Financial Information of our Company, which comprises the Restated Standalone Statement of Assets and Liabilities, the Restated Standalone Statement of Profit and Loss, the Restated Standalone Statement of Cash Flows for the financial year ended on March 31, 2025, 2024, 2023 and along with the summary statement of significant accounting policies read together with the annexures and notes thereto prepared in terms of the requirements of Section 32 of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time and the Restated Consolidated Statement of Assets and Liabilities, the Restated Consolidated Statement of Profit and Loss, the Restated Consolidated Statement of Cash Flows for the financial year ended on March 31, 2025 and 2024 and along with the summary statement of significant accounting policies read together with the annexures and notes thereto prepared in terms of the requirements of Section 32 of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. ROC / Registrar of Companies Registrar of Companies, Delhi. Stakeholders Relationship The Stakeholders Relationship Committee of our Board of Directors constituted in Committee accordance with Section 178 of the Companies Act, 2013. For details refer to the section titled “Our Management” on page no. 159 of this Prospectus. Subsidiary Our Company has one subsidiary, namely, “Sabarmati Express Private Limited”. WTD “Whole-Time Director” includes the director in the whole-time employment of the Company, Rakesh Kumar. Page | 2ISSUE RELATED TERMS Terms Description Abridged Prospectus Abridged Prospectus means a memorandum containing such salient features of a Prospectus as may be specified by SEBI in this behalf Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as proof of registration of the Application Allotment/Allot/Allotted Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the Fresh Issue pursuant to successful Bidders. Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been allotted Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange Applicant Any prospective investor who makes an application for Equity Shares in terms of the Red Herring Prospectus Application Form The Form in terms of which the applicant shall apply for the Equity Shares of our Company Application Supported by An application, whether physical or electronic, used by applicants to make an Blocked Amount / ASBA application authorising a SCSB to block the application amount in the ASBA Account maintained with the SCSB. ASBA Account An account maintained with the SCSB and specified in the application form submitted by ASBA applicant for blocking the amount mentioned in the application form. ASBA Bid A Bid made by an ASBA Bidder ASBA Form(s) An application form, whether physical or electronic, used by ASBA Bidders Bidding through the ASBA process, which were considered as the application for Allotment in terms of the Prospectus and the Prospectus. Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has been or is to be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated Stock Exchange. Allotment Issue of the Equity Shares pursuant to the Issue to the successful applicants. Allottee The successful applicant to whom the Equity Shares are being / have been issued. Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has Bid for an amount of at least ₹ 200 lakhs. Anchor Investor Allocation The price at which Equity Shares were allocated to Anchor Investors during the Price Anchor Investor Bid/Issue Period in terms of the Red Herring Prospectus and the Prospectus, which was decided by our Company in consultation with the Book Running Lead Manager. Anchor Investor Application Form used by an Anchor Investor to Bid in the Anchor Investor Portion and which Form were considered as an application for Allotment in terms of the Red Herring Prospectus and the Prospectus. Anchor Investor Bidding Date The day, being one Working Day prior to the Bid/Issue Opening Date, on which Bids by Anchor Investors were submitted and allocation to Anchor Investors was completed. Anchor Investor Issue Price The final price at which the Equity Shares were issued and allocated to Anchor Investors in terms of the Red Herring Prospectus and the Prospectus. The Anchor Investor Issue Price was decided by our Company in consultation with the Book Running Lead Manager. Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bid/Issue Period, and in the event the Anchor Investor Allocation Price is lower than the Anchor Investor Issue Price, not later than two Working Days after the Bid/ Issue Closing Date Anchor Investor Portion Up to 60% of the QIB Portion, which was allocated by our Company, in consultation with the Book Running Lead Manager, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, out of which one third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Page | 3Terms Description Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. Basis of Allotment The basis on which Equity Shares will be allotted to successful applicants under the Issue and which is described in ‘Basis of allotment’ under chapter titled “Issue Procedure” beginning on page no. 281 of this Prospectus. Bankers to the Issue and Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Issue Account Refund Banker Bank(s) and the Sponsor Bank(s), in this case being Axis Bank Limited. Bidding Centres Centres at which the Designated Intermediaries shall accept the Application Forms i.e. Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs. Bid cum Application Form The form in terms of which the Bidder shall make a Bid, including an ASBA Form, and which shall be considered as the application for the Allotment of Equity Shares pursuant to the terms of the Prospectus. Bid Lot 1600 Equity Shares. Bid/Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries did not accept any Bids, being Wednesday, August 06, 2025, which was published in all editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Delhi editions of Jansatta (a widely circulated Regional language daily newspaper) (Hindi being the regional language of Delhi, where our Registered Office is located). Bid/Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries started accepting Bids, being Monday, August 04, 2025, which was published in all editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Delhi editions of Jansatta (a widely circulated Regional language daily newspaper, where our Registered Office is located). Bid/ Issue Period The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of both days, during which prospective Bidders could submit their Bids, including any revisions thereof in accordance with the SEBI ICDR Regulations and the terms of the Red Herring Prospectus. Bidder/ Investor Any prospective investor who has made a bid for Equity Shares in terms of Red Herring Prospectus. Bidding Centres Centres at which the Designated Intermediaries accepted the Bid cum Application Forms i.e. Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs. Bid Amount The amount at which the bidder makes a bid for the Equity Shares of our Company in terms of Red Herring Prospectus. Bid cum Application Form The form in terms of which the bidder shall make a bid, including ASBA Form, and which shall be considered as the bid for the Allotment pursuant to the terms of the Red Herring Prospectus. Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in terms of which the Issue is being made BRLM / Book Running Lead Book Running Lead Manager to the Issue, in this case being Beeline Capital Advisors Manager Private Limited, SEBI Registered Category I Merchant Banker. Business Day Monday to Friday (except public holidays). Broker Centers Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a Registered Broker, provided that Individual Investor who applies for minimum application size may only submit ASBA Forms at such broker centres if they are Bidding using the UPI Mechanism. The details of such broker centres, along with the names and contact details of the Registered Brokers are available on the respective websites of the Stock Exchanges at www.bseindia.com and Page | 4Terms Description www.nseindia.com. CAN or Confirmation of The Note or advice or intimation sent to each successful Applicant indicating the Allocation Note Equity which will be allotted, after approval of Basis of Allotment by the designated Stock Exchange. Cap Price ₹ 75 Per Equity shares. Cut-off Price Issue Price, being ₹ 75 per Equity Shares, finalized by our Company in consultation with the Book Running Lead Manager. Client Id Client Identification Number maintained with one of the Depositories in relation to demat account. Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with Participants or CDPs SEBI and who is eligible to procure bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI. Controlling Branches of the Such branches of the SCSBs which coordinate with the BRLM, the Registrar to the SCSBs Issue and the Stock Exchange. Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 2018. Demographic Details The demographic details of the Applicants such as their Address, PAN, name of the applicant father/husband, investor status, occupation and Bank Account details. Designated Date The date on which amounts blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to the Public Issue Account or the Refund Account, as appropriate, in terms of this Prospectus, after finalisation of the Basis of Allotment in consultation with the Designated Stock Exchange, following which the Board of Directors may Allot Equity Shares to successful Bidders in the Issue. Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form from the ASBA bidder and a list of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognized-Intermediaries or at such other website as may be prescribed by SEBI from time to time Designated CDP Locations Such locations of the CDPs where bidder had submitted the Bid cum Application Forms to Collecting Depository Participants. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept Bid cum Application Forms are available on the websites of the Stock Exchange i.e. www.bseindia.com. Designated RTA Locations Such locations of the RTAs where bidder had submitted the Bid cum Application Forms to RTAs. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept Bid cum Application Forms are available on the websites of the Stock Exchange i.e. www.bseindia.com. Designated Intermediaries The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are categorized to collect Application Forms from the Applicant, in relation to the Issue. Depository Participant A Depository Participant as defined under the Depositories Act, 1996 Designated Stock Exchange SME Platform of BSE Limited (“BSE SME”) DP ID Depository Participant’s Identity Number Draft Red Herring Prospectus The Draft Red Herring Prospectus dated September 28, 2024 issued in accordance with Section 32 of the Companies Act filed with the SME Platform of BSE under SEBI (ICDR) Regulations. Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares Allotted herein. Electronic Transfer of Funds Refunds through ECS, NEFT, Direct Credit or RTGS as applicable. Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an Issue or invitation under the Issue and in relation to whom the Prospectus constitutes an invitation to purchase the Equity Shares Issued thereby and who have opened demat Page | 5Terms Description accounts with SEBI registered qualified depositary participants. Escrow Account Accounts opened with the Banker to the Issue Engagement Letter The engagement letter dated June 22, 2023, between our Company and the BRLM. First/ Sole bidder The bidder whose name appears first in the Bid cum Application Form or Revision Form. Floor Price ₹ 71.00 Per Equity shares. Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Investors Venture Capital Investor) Regulations, 2000 FPI / Foreign Portfolio Investor A Foreign Portfolio Investor who has been registered pursuant to the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII or QFI who holds a valid certificate of registration shall be deemed to be a foreign portfolio investor till the expiry of the block of three years for which fees have been paid as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations. Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018 Fresh Issue Fresh issue of 12,96,000 Equity Shares by our Company aggregating to ₹ 972.00 lakhs to be issued by our Company as part of the Issue, in terms of the Prospectus. First Applicant Applicant whose name appears first in the Application Form in case of a joint application form and whose name shall also appear as the first holder of the beneficiary account held in joint names or in any revisions thereof. Foreign Portfolio Investor / Foreign Portfolio Investor as defined under SEBI FPI Regulations. FPIs “General Information The General Information Document for investing in public issues prepared and issued Document” or “GID in accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 notified by SEBI. GIR Number General Index Registry Number IPO Initial Public Offering/Initial Public Issue/Initial Public Offer Issue / Issue Size / Public Issue The Public Issue of 12,96,000 Equity Shares of ₹ 10/- each at ₹ 75 per Equity Shares including Share Premium of ₹ 65 per Equity Share aggregating to ₹ 972.00 Lakhs by BLT Logistics Limited Issue document Includes Red Herring Prospectus filed with Registrar of Companies and Prospectus to be filed with Registrar of Companies. Issue Period The periods between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective Applicants were allowed to submit their Bidding application Issue Proceeds Proceeds to be raised by our Company through this Fresh Issue, for further details please refer chapter titled “Objects of the Issue” on page no. 91 of this Prospectus Issue Price The price at which the Equity Shares are being issued by our Company through the Red Herring Prospectus and this Prospectus, being ₹ 75 (including share premium of ₹ 65 per Equity Share). Lot Size Lot Size for the Issue being 1600 equity shares Listing Agreement Unless the context specifies otherwise, this means the SME Equity Listing Agreement to be signed between our company and the SME Platform of BSE Limited (“BSE SME”). Market Maker The Market Maker to the Issue, in this case being, Spread X Securities Private Limited. Page | 6Terms Description Market Maker Reservation The reserved portion of 94,400 Equity Shares of ₹ 10 each at an Issue price of ₹ 75 per Portion equity share each aggregating to ₹ 70.80 Lakhs to be subscribed by Market Maker in this Issue. Market Making Agreement The Agreement entered into between the Market Maker and our Company dated September 20, 2024 and Supplementary Agreement to Market Making Agreement dated July 28, 2025. Minimum Bid Lot / Minimum The minimum application size shall be two lots per application, subject to size of Application Size application value being more than ₹2 lakhs. Mutual Fund Portion The portion of this Issue being 5% of the Net QIB Portion, or 12,800 Equity Shares which were made available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or above the Issue Price. Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time. Net Issue Proceeds Proceeds of the Issue that will be available to our Company, i.e., Gross Issue proceeds of the Fresh Issue, less Issue expenses to the extent applicable to the Fresh Issue. For further details, please refer to the chapter titled “Objects of the Issue” beginning on page no. 91 of this Prospectus. NCLT National Company Law Tribunal Net Issue The Issue (excluding the Market Maker Reservation Portion) of 12,01,600 Equity Shares of ₹ 10/- each at ₹ 75 per Equity Share including share premium of ₹ 65 per Equity Share aggregating to ₹ 901.20 Lakhs by BLT Logistics Limited. NPCI NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail payments in India. It has been set up with the guidance and support of the Reserve Bank of India (RBI) and Indian Banks Association (IBA). Net QIB Portion QIB Portion, less the number of Equity Shares Allotted to the Anchor Investors. Non-Institutional Investors or Non-institutional investor as defined under Regulation 2(1)(jj) of the SEBI (ICDR) NII(s) or Non-Institutional Regulations, 2018. Bidders or NIB(s) Non-Institutional Portion The portion of the Issue being not less than 15% of the Net Issue, consisting of 1,80,800 Equity Shares, which were available for allocation to Non-Institutional Bidders on a proportionate basis, was subject to the following: a) one third of the portion available to Non-Institutional Investors reserved for Investors with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; and b) two third of the portion available to Non Institutional Investors reserved for Investors with application size of more than ₹10 lakhs. Offer Document Offer Document includes Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus. Person/Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires. Price Band Price band of a minimum price of ₹ 71 per Equity Share (Floor Price) and the maximum price of ₹ 75 per Equity Share (Cap Price) including any revisions thereof. The Cap Price was at least 105% of the Floor Price and was less than or equal to 120% of the Floor Price. The Price Band and the minimum Bid Lot for the Issue was decided by our Company, in consultation with the BRLM, and was advertised in all editions of the English National Daily newspaper Financial Express, all editions of the Hindi National Daily newspaper Jansatta, and Delhi editions of Jansatta (a widely circulated Regional language daily newspaper, where our Registered Office is located) at least two Working Days prior to the Bid/Issue Opening Date, with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and were made available to the Stock Exchange for the purpose of uploading on their respective website. Page | 7Terms Description Prospectus The Prospectus dated August 06, 2025, to be filed with the ROC containing, inter alia, the Issue opening and closing dates and other information. Public Issue Account An Account of the Company under Section 40 of the Companies Act, 2013 where the funds shall be transferred by the SCSBs from bank accounts of the ASBA Investors. Public Issue Account Agreement was entered into by our Company, the Registrar to the Issue, the Book Agreement Running Lead Manager, and the Public Issue Bank/Banker to the Issue for collection of the Application Amounts. Qualified Institutional Buyers The qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI / QIBs ICDR Regulations. Red Herring Prospectus / RHP The Red Herring Prospectus dated July 29, 2025 issued in accordance with Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which did not have complete particulars of the price at which the Equity Shares are Issued and the size of the Issue, including any addenda or corrigenda thereto Refund Account Account opened with a SEBI Registered Banker to the Issue from which the refunds of the whole or part of the Application Amount, if any, shall be made. Refund Bank(s) / Refund Bank(s) which is / are clearing member(s) and registered with the SEBI as Bankers to Banker(s) the Issue at which the Refund Accounts were opened in case listing of the Equity Shares does not occur, in this case being, Axis Bank Limited. Registrar / Registrar to the Registrar to the Issue being Skyline Financial Services Private Limited. Issue Regulations Unless the context specifies something else, this means the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Registered Broker Individuals or companies registered with SEBI as “Trading Members” (except Syndicate/ Sub-Syndicate Members) who hold valid membership of Stock Exchanges having right to trade in stocks listed on Stock Exchanges, through which investors can buy or sell securities listed on stock exchanges, a list of which is available on https://www.bseindia.com/members/MembershipDirectory.aspx Reserved Category/ Categories Categories of persons eligible for making bid under reservation portion. Reservation Portion The portion of the Issue reserved for category of eligible bidders as provided under the SEBI (ICDR) Regulations, 2018 Individual Bidders/ Individual Individual Bidders who applied for minimum application size for two lots, provided Investors/ Individual that the minimum application size shall be above ₹ 2,00,000/- (including HUFs Applicants/ Retail Individual applying through their Karta and Eligible NRIs and does not include NRIs other than Investor/ Individual Investors Eligible NRIs). (who applies for minimum application size) Individual Investors Portion The portion of the Issue being not less than 35% of the Net Issue consisting of not less than 4,22,400 Equity Shares which was made available for allocation to Individual investors who applies for minimum application size in accordance with the SEBI ICDR Regulations, which was not less than the minimum Bid Lot, subject to valid Bids having been received at or above the Issue Price. Revision Form The form used by the bidders to modify the quantity of Equity Shares or the bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s). All Bidders are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Self-Certified Syndicate A Self Certified Syndicate Bank registered with SEBI under the SEBI (Bankers to an Bank(s)/ SCSBs Issue) Regulations, 1994 and offers the facility of ASBA, including blocking of bank account. A list of all SCSBs is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm Id=35 SME Platform of BSE The SME Platform of BSE for Listing of Equity Shares issued under Chapter IX of SEBI (ICDR) Regulations which was approved by SEBI as SME Exchange by BSE Limited on September 27, 2011. Page | 8Terms Description Sponsor Bank The Banker to the Issue registered with SEBI and appointed by our Company to act as a conduit between the Stock Exchanges and the NPCI in order to push the mandate collect requests and/or payment instructions of the Individual Bidders into the UPI and carry out other responsibilities, in terms of the UPI Circulars. Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLM and the Syndicate Members, to collect ASBA Forms and Revision Forms. Syndicate Agreement Agreement entered into among our Company, the Book Running Lead Manager, and the Syndicate Members in relation to collection of Bid cum Application Forms by the Syndicate. Syndicate Members Intermediaries (other than Book Running Lead Manager) registered with SEBI who are permitted to accept bids, application and place orders with respect to the Issue and carry out activities as an underwriter. Syndicate or members of the Together, the Book Running Lead Manager and the Syndicate Members Syndicate TRS / Transaction Registration The slip or document issued by the Designated Intermediary (only on demand), to the Slip Applicant, as proof of registration of the Application Form. Underwriter The Underwriter to the Issue, in this case being, Beeline Capital Advisors Private Limited. Underwriting Agreement The Agreement entered into between the Underwriter and our Company dated September 20, 2024 and Supplementary Agreement to Underwriter Agreement dated July 28, 2025. UPI Unified payment Interface, which is an instant payment mechanism, developed by NPCI. UPI Bidders Collectively, individual Bidders applying in the Individual Investors Portion, and individual Bidders applying as Non-Institutional Bidders with a Bid Amount of up to ₹ 500,000 in the Non-Institutional Portion by using the UPI Mechanism. UPI Circulars The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 April 20, 2022 and any subsequent circulars or notifications issued by SEBI in this regard and any subsequent circulars or notifications issued by SEBI in this regard. UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI. UPI Mandate Request / A request (intimating the Individual Bidder by way of a notification on the Mobile Mandate Request App and by way of a SMS directing the Individual Bidder to such Mobile App) to the Individual Bidder initiated by the Sponsor Bank to authorize blocking of funds on the Mobile App equivalent to Bid Amount and Subsequent debit of funds in case of Allotment. UPI Mechanism The bidding mechanism that was used by an eligible investor to make a Bid in the Issue in accordance with the UPI Circulars. UPI PIN Password to authenticate UPI transactions. WACA Weighted Average Cost of Acquisition Wilful Defaulter Willful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations. Working Days In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulation, working day means all days on which commercial banks in the city as specified in the Offer Document are open for business: - However, in respect of announcement of price band and Issue Period, working day Page | 9Terms Description shall mean all days, excluding Saturday, Sundays and Public holidays, on which commercial banks in the Delhi are open for business. In respect to the time period between the Issue closing date and the listing of the specified securities on the stock exchange, working day shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holiday in accordance with circular issued by SEBI. TECHNICAL AND INDUSTRY RELATED TERMS Term Description 3PL Third party logistics AMC Annual Maintenance Contracts AE Advance Estimates BoP Balance of Payment BB Break Bulk CAD Current Account Deficit CD&E Consumer durables and electronics CV Commercial vehicle CAGR Compound Annual Growth Rate FMCG Fast moving consumer goods FSSAI Food Safety and Standards Authority of India FTL/FCL Full Truck Load GPS Global Positioning System GST Goods and Services Tax H1 First Half HCV Heavy Commercial Vehicles H2 Second Half HL Heavy Lift LFOs Large Fleet Operators LPI Logistics Performance Index LCVs Light commercial vehicles LTL/LCL Less than Truck Load MTW Act The Motor Transport Workers Act, 1961 NLP National Logistics Policy OWC Over-weight cargo OOG Out of Gauge PTS People transport solutions RFI Index of Road Freight SCM Supply chain management SMEs Small and Medium-sized Enterprises TMS Transport management system UV Utility vehicles White Goods Electrical goods used domestically such as refrigerators and washing machines, typically white in colour. CONVENTIONAL AND GENERAL TERMS / ABBREVIATIONS Term Description ₹ or Rs. or Rupees or INR Indian Rupees, the official currency of the Republic of India. A/c Account AI Anchor Investor Page | 10Term Description Act or Companies Act Companies Act, 1956 and/or the Companies Act, 2013, as amended from time to time AGM Annual General Meeting AO Assessing Officer ASBA Application Supported by Blocked Amount AS Accounting Standards issued by the Institute of Chartered Accountants of India AY Assessment Year BG Bank Guarantee CAGR Compounded Annual Growth Rate CAN Confirmation Allocation Note CDSL Central Depository Services (India) Limited CFSS Companies Fresh Start Scheme under Companies Act, 2013 CIN Corporate Identity Number CIT Commissioner of Income Tax CRR Cash Reserve Ratio Depositories NSDL and CDSL Depositories Act The Depositories Act, 1996 as amended from time to time A depository registered with SEBI under the Securities and Exchange Board of India Depository (Depositories and Participants) Regulations, 2018, as amended from time to time DIN Director identification number DP/ Depository Participant A Depository Participant as defined under the Depositories Act, 1996. DP ID Depository Participant’s Identification EBIDTA Earnings Before Interest, Depreciation, Tax and Amortization ECS Electronic Clearing System EMDE Emerging Market and Developing Economy EoGM Extra-ordinary General Meeting Earnings Per Share i.e. profit after tax for a fiscal year divided by the weighted EPS average outstanding number of equity shares at the end of that fiscal year Financial Year/ Fiscal Year/ The period of twelve months ended March 31 of that particular year FY FDI Foreign Direct Investment FDR Fixed Deposit Receipt Foreign Exchange Management Act, 1999, read with rules and regulations there-under FEMA and as amended from time to time FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended Foreign Institutional Investor (as defined under SEBI FII (Foreign Institutional FII Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended FIs Financial Institutions FIPB Foreign Investment Promotion Board Foreign Venture Capital Investor registered under the Securities and Exchange Board FVCI of India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time GDP Gross Domestic Product GIR Number General Index Registry Number Gov/ Government/GoI Government of India HUF Hindu Undivided Family Page | 11Term Description IFRS International Financial Reporting Standard ICSI Institute of Company Secretaries of India ICAI Institute of Chartered Accountants of India Indian GAAP Generally Accepted Accounting Principles in India I.T. Act Income Tax Act, 1961, as amended from time to time ITAT Income Tax Appellate Tribunal Ltd. Limited Pvt. Ltd. Private Limited MCA Ministry of Corporate Affairs Merchant banker as defined under the Securities and Exchange Board of India Merchant Banker (Merchant Bankers) Regulations, 1992 as amended MOF Ministry of Finance, Government of India MOU Memorandum of Understanding NA Not Applicable NAV Net Asset Value NEFT National Electronic Fund Transfer NOC No Objection Certificate NSE National Stock Exchange of India Limited NR/ Non-Residents Non-Resident NRE Account Non-Resident External Account Non-Resident Indian, is a person resident outside India, as defined under FEMA and NRI the FEMA Regulations NRO Account Non-Resident Ordinary Account NSDL National Securities Depository Limited NTA Net Tangible Assets p.a. Per annum P/E Ratio Price/ Earnings Ratio Permanent Account Number allotted under the Income Tax Act, 1961, as amended PAN from time to time PAT Profit After Tax PBT Profit Before Tax PIO Person of Indian Origin PLR Prime Lending Rate R & D Research and Development RBI Reserve Bank of India RBI Act Reserve Bank of India Act, 1934, as amended from time to time RoNW Return on Net Worth RoE Return on equity RoCE Return on Capital Employed RTGS Real Time Gross Settlement SAT Securities Appellate Tribunal SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to Time SCSBs Self-Certified Syndicate Banks SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time SEBI Insider Trading SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to Regulations time, including instructions and clarifications issued by SEBI from time to time Page | 12Term Description SEBI ICDR Regulations / Securities and Exchange Board of India (Issue of Capital and Disclosure ICDR Regulations / SEBI Requirements) Regulations, 2018, as amended from time to time ICDR / ICDR SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time SEBI (ICDR) Regulations, 2018, SEBI (Underwriters) Regulations, 1993, as amended, the SEBI (Merchant Bankers) Regulations, 1992, as amended, and any and all other SEBI Rules and Regulations relevant rules, regulations, guidelines, which SEBI may issue from time to time, including instructions and clarifications issued by it from time to time Sec. Section Securities Act The U.S. Securities Act of 1933, as amended S&P BSE SENSEX S&P Bombay Stock Exchange Sensitive Index SME Small and Medium Enterprises Stamp Act The Indian Stamp Act, 1899, as amended from time to time State Government The Government of a State of India Stock Exchange Unless the context requires otherwise, refers to, the BSE STT Securities Transaction Tax TDS Tax Deducted at Source TIN Taxpayer Identification Number TRS Transaction Registration Slip UIN Unique Identification Number U.S. GAAP Generally accepted accounting principles in the United States of America VCFs Venture capital funds as defined in, and registered with SEBI under, the erstwhile Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, as amended, which have been repealed by the SEBI AIF Regulations. In terms of the SEBI AIF Regulations, a VCF shall continue to be regulated by the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 till the existing fund or scheme managed by the fund is wound up, and such VCF shall not launch any new scheme or increase the targeted corpus of a scheme. Such VCF may seek re-registration under the SEBI AIF Regulations. Page | 13CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION, MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions All references to “India” in this Prospectus are to the Republic of India and its territories and possession and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. All references in the Prospectus to the “U.S.”, “USA” or “United States” are to the United States of America. In this Prospectus, the terms “we”, “us”, “our”, the “Our Company”, “the Company”, “BLT Logistics Limited” and “BLT” and, unless the context otherwise indicates or implies, refers to BLT Logistics Limited. In this Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the word “Lac / Lakh” means “one hundred thousand”, the word “million (mn)” means “Ten Lac / Lakh”, the word “Crore” means “ten million” and the word “billion (bn)” means “one hundred crores”. Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus. Unless otherwise specified, any time mentioned in this Prospectus is in IST. Use of Financial Data Unless stated otherwise, throughout this Prospectus, all figures have been expressed in Rupees and in Lakh. Unless stated otherwise, the financial data in the Prospectus is derived from our financial statements prepared and Restated Standalone Financial Information and Restated Consolidated Financial Information, for the financial years ended March 31, 2025, 2024, 2023 and financial years ended March 31, 2025 and 2024 respectively, in accordance with Indian GAAP, the Companies Act and SEBI (ICDR) Regulations, 2018 included under Section titled “Restated Financial Information” beginning on page no. 176 of this Prospectus. Our financial year commences on April 1 of every year and ends on March 31st of every next year. There are significant differences between Indian GAAP, the International Financial Reporting Standards (“IFRS”) and the Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). Accordingly, the degree to which the Indian GAAP financial statements included in this Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Prospectus should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on our financial data. Any percentage amounts, as set forth in “Risk Factors”, “Business Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the Prospectus unless otherwise indicated, have been calculated on the basis of the Company‘s Restated Financial Information prepared in accordance with the applicable provisions of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Review Auditor, set out in section titled “Restated Financial Information” beginning on page no. 176 of this Prospectus. For additional definitions used in this Prospectus, see the section “Definitions and Abbreviations” on page no. 1 of this Prospectus. In the section titled “Description of Equity Shares and Terms of the Articles of Association”, on page no. 313 of the Prospectus defined terms have the meaning given to such terms in the Articles of Association of our Company. Currency and Units of Presentation All references to: “Rupees” or “INR” or “Rs.” Or “₹” are to Indian Rupee, the official currency of the Republic of India; and “USD” or “US$” are to United States Dollar, the official currency of the United States. Our Company has presented certain numerical information in this Prospectus in “Lakhs” units. One Lakh represents 1,00,000. In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All figures derived from our Financial Statements in decimals have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. Currency and Units of Presentation Page | 14This Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all. The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian Rupee and other foreign currencies: As on March 31 Currency* 2025 2024 2023 1 USD 85.46 83.35 82.11 *Source: www.xe.com/ Note: Exchange rate is rounded off to two decimal point Use of Industry & Market Data Unless stated otherwise, industry and market data and forecast used throughout the Prospectus was obtained from internal Company reports, data, websites, Industry publications report as well as Government Publications. Industry publication data and website data generally state that the information contained therein has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Although, we believe industry and market data used in the Prospectus is reliable, it has not been independently verified by us or the BRLM or any of their affiliates or advisors. Similarly, internal Company reports and data, while believed by us to be reliable, have not been verified by any independent source. There are no standard data gathering methodologies in the industry in which we conduct our business, methodologies, and assumptions may vary widely among different market and industry sources. The extent to which industry and market data set forth in this Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. The data used in these sources may have been reclassified by us for the purposes of presentation. Accordingly, no investment decision should be made solely on the basis of such information. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those disclosed in chapter titled “Risk Factors” beginning from page no. 28. In accordance with the SEBI (ICDR) Regulations, the section titled “Basis for Issue Price” on page no. 100 of the Prospectus includes information relating to our peer group companies. Such information has been derived from publicly available sources, and neither we, nor the BRLM, have independently verified such information. [Remainder of the page has been intentionally left blank] Page | 15FORWARD – LOOKING STATEMENTS All statements contained in this Prospectus that are not statements of historical fact constitute forward- looking statements. All statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These forward-looking statements include statements with respect to our business strategy, our revenue and profitability, our projects and other matters discussed in this Prospectus regarding matters that are not historical facts. We have included statements in the Prospectus which contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. Also, statements which describe our strategies, objectives, plans or goals are also forward-looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Important factors that could cause actual results to differ materially from our expectations include but are not limited to: • Substantial portion of our revenues has been dependent upon few customers. The loss of any one or more of our major customers would have a material adverse effect on our business, cash flows, results of operations and financial condition. • Our Company is dependent on a few suppliers for purchases of product/service. The loss of any of these large suppliers may affect our business operations. • We generate our major portion of revenue from our operations in certain geographical regions and any adverse developments affecting our operations in these regions could have an adverse impact on our revenue and results of operations. • We are subject to various risks associated with transportation and we may face claims relating to loss or damage to goods, personal injury claims or other operating risks that are not adequately insured. • Our Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash flow could adversely impact our business, financial condition and results of operations. • Our Company has availed unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect our cash flows. • We have in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company’s financial condition and results of operations. • We have incurred substantial indebtedness which exposes us to various risks which may have an adverse effect on our business and results of operations. • Our Contingent Liability and Commitments could affect our financial position. • Our Company, Promoters and Directors, subsidiary and Key Managerial Personnel are party to certain tax proceedings, any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition. For further discussion of factors that could cause our actual results to differ, see the Section titled “Risk Factors”; “Business Overview” and “Management Discussion and Analysis of Financial Position and Results of Operations” beginning on page nos. 28, 124 and 231 respectively of the Prospectus. By their nature, certain market risk disclosures are only estimating and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. There can be no assurance to investors that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard such statements to be a guarantee of our future performance. Neither our Company, our Directors, our Officers, Book Running Lead Manager and Underwriter nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to Page | 16fruition. In accordance with SEBI requirements, our Company, and the Book running Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchange for the Equity Shares allotted pursuant to this Issue. [Remainder of the page has been intentionally left blank] Page | 17SECTION II - SUMMARY OF PROSPECTUS This section is a general summary of the terms of the Issue, certain disclosures included in this Prospectus and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Prospectus or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Prospectus, including the sections titled “Risk Factors”, “Industry Overview”, “Business Overview”, “Capital Structure”, “The Issue”, “Restated Financial Information”, “Objects of the Issue” “Our Promoters and Promoter Group”, “Management’s Discussions and Analysis of Financial Position and Results of Operations”, “Outstanding Litigation and Material Developments” and “Issue Procedure” on pages 28, 112, 124, 77, 57, 176, 91, 172, 231, 246 and 281, respectively. SUMMARY OF PRIMARY BUSINESS OF THE COMPANY Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. As on March 31, 2025, we owned operational fleet of 106 vehicles having capacity ranging from 3.5MT to 18MT in the name of our company and 15 vehicles as part of the fleet of our 99.99% subsidiary, Sabarmati, having capacity of 9MT. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. For further details, kindly refer to chapter titled “Business Overview” beginning on page no. 124 of this Prospectus. SUMMARY OF INDUSTRY IN WHICH THE COMPANY IS OPERATING We are primarily engaged in the Logistics and Warehousing sector wherein we operate by providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. For further details, kindly refer to chapter titled “Industry Overview” beginning on page no. 112 of this Prospectus. NAME OF PROMOTERS Promoters of our Company are Rakesh Kumar and Krishan Kumar. For detailed information on our Promoters and Promoter’s Group, please refer to the chapter titled “Our Promoters and Promoter Group” beginning from page no. 172 of this Prospectus. SIZE OF THE ISSUE Our Company is proposing the Public Issue of 12,96,000 Equity Shares of Face Value of ₹ 10/- each of BLT Logistics Limited (“BLT”, “BLL” or the “Company” or the “Issuer”) for cash at a price of ₹ 75/- per equity share including a share premium of ₹ 65/- per equity share (the “Issue Price”) aggregating to ₹ 972.00 lakhs (“the issue”), of which 94,400 equity shares of face value of ₹ 10/- each for cash at a price of ₹ 75/- per equity share including a share premium of ₹ 65/- per equity share aggregating to ₹ 70.80 lakhs was reserved for subscription by Market Maker to the issue (the “Market Maker reservation portion”). The issue less the Market Maker reservation portion i.e. Net issue of 12,01,600 equity shares of face value of ₹ 10/- each at a price of ₹ 75/- per equity share including a share premium of ₹ 65/- per equity share aggregating to ₹ 901.20 lakhs is herein after referred to as the “net issue”. The issue and the net issue constituted 27.02% and 25.05%, respectively, of the post issue paid up equity share capital of our company. For further details, kindly refer to chapters titled “The Issue” and “Terms of the Issue” beginning on page nos. 57 and 271 of this Prospectus. OBJECTS OF THE ISSUE The Net Issue Proceeds are proposed to be used in accordance with the details provided in the following table: % of Gross Amount Sr. No. Particulars Issue (₹ in Lakhs) Proceeds Funding capital expenditure requirement of our company towards 1. 387.88 39.90 purchase of trucks (“Vehicles”) and ancillary equipment (“Equipment”) 2. To Meet Working Capital Requirements 280.00 28.81 Page | 18% of Gross Amount Sr. No. Particulars Issue (₹ in Lakhs) Proceeds 3. General Corporate Purpose 159.40 16.40 Net Issue Proceeds 827.27 85.11 For further details, kindly refer to chapter titled “Objects of the Issue” beginning on page no. 91 of this Prospectus. AGGREGATE PRE-ISSUE SHAREHOLDING OF THE PROMOTER AND PROMOTER GROUP AS A PERCENTAGE OF THE PAID-UP SHARE CAPITAL OF THE ISSUER The aggregate pre-Issue shareholding of our Promoters and the members of the Promoter Group as a percentage of the pre-issue paid-up Equity Share capital of our Company is set out below: Pre issue* Sr. No. Name of shareholders As a % of Pre-Issued No. of equity shares Capital* Promoters 1 Krishan Kumar 14,00,000 40.00 2 Rakesh Kumar 14,00,000 40.00 Total - A 28,00,000 80.00 Promoter Group 1 Anita 1,75,000 5.00 2 Roshani 1,75,000 5.00 3 Kiran 1,73,250 4.95 4 Raveen Kumar 1,75,000 5.00 Total - B 6,98,250 19.95 Total Promoters & Promoters Group Shareholding (A+B) 34,98,250 99.95 *Based on beneficiary statement dated August 01, 2025. For further details, kindly refer to section titled “Capital Structure” beginning on page no. 77 of this Prospectus. FOR THE PROMOTER(S), PROMOTER GROUP AND ADDITIONAL TOP 10 SHAREHOLDERS, THE PRE- ISSUE AND POST-ISSUE SHAREHOLDING AS AT ALLOTMENT, IN THE FOLLOWING FORMAT IN THE PROSPECTUS Shareholding of Promoter / Promoter Group and Additional Top 10 Shareholders of the Company as at allotment: Pre issue shareholding as at the date of Post-issue shareholding as at Allotment (3) Advertisement Sr. At the lower end of the At the upper end of the Shareholders No. Number of Share price band (₹71) price band (₹75) Equity Holding Number of Share Number of Share Shares(2) (in %)*@ (2) Equity holding Equity holding Shares (2) (in %)#@ (2) Shares (2) (in %)#@ (2) Promoters 1 Krishan Kumar 14,00,000 40.00 14,00,000 29.19 14,00,000 29.19 2 Rakesh Kumar 14,00,000 40.00 14,00,000 29.19 14,00,000 29.19 Total - A 28,00,000 80.00 28,00,000 58.38 28,00,000 58.38 Promoter Group(1) 1 Anita 1,75,000 5.00 1,75,000 3.65 1,75,000 3.65 2 Roshani 1,75,000 5.00 1,75,000 3.65 1,75,000 3.65 Page | 19Pre issue shareholding as at the date of Post-issue shareholding as at Allotment (3) Advertisement Sr. At the lower end of the At the upper end of the Shareholders No. Number of Share price band (₹71) price band (₹75) Equity Holding Number of Share Number of Share Shares(2) (in %)*@ (2) Equity holding Equity holding Shares (2) (in %)#@ (2) Shares (2) (in %)#@ (2) 3 Kiran 1,73,250 4.95 1,73,250 3.61 1,73,250 3.61 4 Raveen Kumar 1,75,000 5.00 1,75,000 3.65 1,75,000 3.65 Total - B 6,98,250 19.95 6,98,250 14.56 6,98,250 14.56 Total Promoters & 34,98,250 99.95 34,98,250 72.94 34,98,250 72.94 Promoters Group Shareholding (A+B) Top 10 Shareholders (Other than Promoters and Promoter Group) 1 Kuldeep 1,750 0.05 1,750 0.04 1,750 0.04 2 Public in IPO - - 12,96,000 27.02 12,96,000 27.02 Total - C 1,750 0.05 1,297,750 27.06 1,297,750 27.06 Total (A+B+C) 35,00,000 100.00 47,96,000 100.00 47,96,000 100.00 *As a % of Pre-Issued Capital #As a % of Post Issued Capital @Rounded off Notes: 1) The Promoter Group shareholders are Anita, Roshani, Kiran and Raveen Kumar. 2) Includes all options that have been exercised until date of prospectus and any transfers of equity shares by existing shareholders after the date of the pre-issue and price band advertisement until date of prospectus. 3) Based on the Issue price of ₹ 75 and subject to finalization of the basis of allotment. FINANCIAL DETAILS Based on Restated Standalone Financial Information for the financial year ended as on March 31, 2025, 2024 and 2023: (₹ in Lakhs except stated otherwise) For the Financial Year ended as on March 31 Particulars 2025 2024 2023 Share Capital 350.00 350.00 10.00 Net worth 762.27 461.92 156.89 Total Income (1) 4,818.80 4,003.81 3,171.96 Restated Profit/(Loss) After Tax 300.35 265.04 135.49 Earnings per share of face value of ₹ 10 each attributable to equity holders (Post Bonus) Basic (In ₹) 8.58 7.59 19.36 Diluted (In ₹) 8.58 7.59 19.36 Restated net asset value per Equity Share (Basic) (Post 21.78 13.20 22.41 Bonus) (In ₹) Restated net asset value per Equity Share (Diluted) 21.78 13.20 22.41 (Post Bonus) (In ₹) Total Borrowings (2) 1,208.54 952.53 727.56 Notes: (1) Total income includes revenue from operations and other income. (2) Total borrowings includes short-term and long-term borrowings. Page | 20Based on Restated Consolidated Financial Information for the financial year ended as on March 31, 2025 and 2024: (₹ in Lakhs except stated otherwise) For the Financial Year ended as on March 31 Particulars 2025 2024 Share Capital 350.00 350.00 Net worth 877.80 493.94 Total Income (1) 4,943.31 4,073.18 Restated Profit/(Loss) After Tax 383.86 312.98 Earnings per share of face value of ₹ 10 each attributable to equity holders (Post Bonus) Basic (In ₹) 10.97 8.97 Diluted (In ₹) 10.97 8.97 Restated net asset value per Equity Share (Basic) (Post Bonus) 25.08 14.11 (In ₹) Restated net asset value per Equity Share (Diluted) (Post Bonus) 25.08 14.11 (In ₹) Total Borrowings (2) 1,364.85 1,201.81 Notes: (1) Total income includes revenue from operations and other income. (2) Total borrowings includes short-term and long-term borrowings. For further details, see “Summary of Financial Information”, “Restated Financial Information” and “Basis for the Issue Price” beginning on pages 59, 176 and 100, respectively. QUALIFICATIONS OF THE STATUTORY AUDITOR WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE RESTATED FINANCIAL INFORMATION The Statutory Auditor has not made any qualifications in their examination report, which have not been given effect to in the Restated Financial Information. SUMMARY OF OUTSTANDING LITIGATIONS There are no pending Litigation against our Company, our Group Companies, our Promoters, Directors or Subsidiary of the company except mentioned below: Disciplinary actions by Aggregate Statutory or the SEBI or Material Criminal Tax amount Name of Entity Regulatory Stock Civil Proceedings Proceedings involved Proceedings Exchanges Litigations (₹ in Lakhs) against our Promoter Company By the Company NA NA NA NA NA NA Against the Company NA 3 NA NA NA 38.97 Promoters By Promoters NA NA NA NA NA NA Against Promoters NA NA NA NA NA NA Directors other than Promoters By our directors NA NA NA NA NA NA Against the Directors NA NA NA NA NA NA Subsidiary Company By our Subsidiary NA NA NA NA NA NA Page | 21Disciplinary actions by Aggregate Statutory or the SEBI or Material Criminal Tax amount Name of Entity Regulatory Stock Civil Proceedings Proceedings involved Proceedings Exchanges Litigations (₹ in Lakhs) against our Promoter Company Against our Subsidiary NA 2 NA NA NA 0.02 Company Key Managerial Personnel (KMPs) Other than Directors By our KMPs (Other NA NA NA NA NA NA than Directors) Against our KMPs NA NA NA NA NA NA (Other than Directors) For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” beginning on page no. 246. RISK FACTORS Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page no. 28 of this Prospectus. SUMMARY OF CONTINGENT LIABILITIES AND CAPITAL COMMITTMENTS Based on Restated Standalone Financial Information There are no contingent liabilities and capital commitments of our company for the Financial Year ended as on March 31, 2025, 2024 and 2023, except as disclosed below: (₹ in Lakhs) For the Financial Year ended as on March 31 Particulars 2025 2024 2023 (i) Contingent liabilities shall be classified as: (a) Claims against the company not acknowledged as debt; - - - (b) Guarantees; 1.00 7.50 - (c) Tax related liabilities; 38.95 Negligible* - (d) Other money for which the company is contingently - - - liable; Total 39.95 7.50 - * The negligible amount pertains to ₹170 towards TDS demand under dispute. Based on Restated Consolidated Financial Information There are no contingent liabilities and capital commitments of our company for the Financial Year ended as on March 31, 2025 and 2024, except as disclosed below: (₹ in Lakhs) For the Financial Year ended as on March 31 Particulars 2025 2024 (i) Contingent liabilities shall be classified as: (a) Claims against the company not acknowledged as debt; - - (b) Guarantees; 1.00 7.50 (c) Tax related liabilities; 38.95 Negligible* (d) Other money for which the company is contingently liable; - - Page | 22For the Financial Year ended as on March 31 Particulars 2025 2024 Total 39.95 7.50 * The negligible amount pertains to ₹170 towards TDS demand under dispute. For further details of the contingent liabilities of our Company as on March 31, 2025, 2024 and 2023, please refer “Annexure VI(B) - Notes to Restated Standalone Financial Information” and “Annexure VI(B) - Notes to Restated Consolidated Financial Information” in the chapter titled “Restated Financial Information” beginning from page no. 176. FINANCING ARRANGEMENTS There have been no financing arrangements whereby our Promoters, members of the Promoter Group or our Directors and their relatives (as defined in the Companies Act, 2013) have financed the purchase by any other person of securities of our Company (other than in the normal course of business of the financing entity) during the period of six months immediately preceding the date of this Prospectus. WEIGHTED AVERAGE COST OF ACQUISITION BY OUR PROMOTERS Average cost of acquisition of Equity Shares held by our Promoters The average cost of acquisition per Equity Share by our Promoters as on the date of this Prospectus is as follows: Average Cost of Acquisition per Sr. No. Name of Promoters No. of Equity Shares held equity share (in ₹)* 1. Krishan Kumar 14,00,000 Nil^ 2. Rakesh Kumar 14,00,000 Nil^ *The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the amount paid by them to acquire Shares and Shares allotted to them and as reduced by amount received on sell of shares i.e. net of sale consideration is divided by net quantity of shares acquired. ^ Since the average cost of acquisition is negative, it has been considered as Nil. #As certified by M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated August 06, 2025 having UDIN: 25516377BMJORA5253. Weighted average price at which the Equity Shares were acquired by our Promoters in the one year preceding the date of this Prospectus The weighted average price at which the specified securities were acquired by our Promoters in the one year preceding the date of this Prospectus is as follows: Number of Equity Shares Weighted average price Sr. No. Name of Promoters acquired in the last one year of acquisition per Equity Share (in ₹) 1. Krishan Kumar Nil Nil 2. Rakesh Kumar Nil Nil #As certified by M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated August 06, 2025 having UDIN: 25516377BMJORA5253. PRE-IPO PLACEMENT Our Company does not contemplate any fresh issuance of Equity Shares as a pre-IPO placement, from the date of this Prospectus till the listing of the Equity Shares. ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE YEAR Our Company has not issued any Equity Shares for consideration other than cash in last one year. For further details of the same, please refer to chapter titled “Capital Structure” beginning from page no. 77. SPLIT / CONSOLIDATION Our Company has not undertaken a split or consolidation of Equity Shares in the one year preceding the date of this Prospectus. EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS Page | 23Our Company has not applied for an exemption from complying with any provisions of securities laws by SEBI, as on the date of this Prospectus. RELATED PARTY TRANSACTION Related Party Transactions based on Restated Standalone Financial Information A. List of Related Parties: Sr. No. Name of the Person / Entity Relation 1 Sabarmati Express India Private Limited Subsidiary 2 Rakesh Kumar Whole Time Director 3 Krishan Kumar Chairman & Managing Director 4 Vipin Kumar (Resignation w.e.f 26.03.2025) Independent Director 5 Rajni Sharma Independent Director 6 Naveen Kumar Gupta Independent Director 7 Ananga Pratap Roy (Resignation w.e.f 01.08.2024) Executive Director 8 Vivek Kumar (Appointed w.e.f. 15.03.2024) CFO 9 Rama Kanojia (Appointed w.e.f. 11.04.2024) Company Secretary 10 Anita Wife of Director 11 Roshani Wife of Director 12 Sunil Brother in law of Director 13 Vinod Brother in law of Director B. Transaction with related Parties: (₹ in lakhs) For the financial year ended March 31 Particulars 2025 2024 2023 Reimbursement of Expenses Krishan Kumar 1.30 8.29 2.91 Rakesh Kumar 1.32 13.88 5.58 Ananga Pratap Roy 3.64 2.00 - Vivek Kumar 6.99 0.02 - Sales Transaction Sabarmati Express India Private Limited 30.36 58.27 - Purchase Transaction Sabarmati Express India Private Limited 821.14 581.21 292.01 Managerial Remuneration Managerial Remuneration - Rakesh Kumar 36.00 24.00 12.00 Managerial Remuneration - Krishan Kumar 36.00 24.00 12.00 Managerial Remuneration - Ananga Pratap Roy 2.83 4.68 - Managerial Remuneration - Vivek Kumar 4.81 0.37 - Managerial Remuneration – Rama Kanojia 3.76 - - Salary Expense Anita 1.96 - - Roshani 3.85 - - Directors’ Sitting Fees Page | 24For the financial year ended March 31 Particulars 2025 2024 2023 Naveen Gupta 0.67 - - Rajni Sharma 0.73 - - Vipin Kumar 0.64 - - Advance Given/ (Adjusted)/ (Repaid) Rakesh Kumar - (13.30) 13.30 Krishan Kumar - (10.73) 10.73 Anita - (10.00) 5.00 Roshni - (10.00) 5.00 Unsecured Loans Taken Rakesh Kumar - 33.00 - Krishan Kumar 13.49 19.99 - Roshani 12.00 - - Unsecured Loans (Repaid) Rakesh Kumar - 27.29 Krishan Kumar 5.37 5.99 - Roshani 12.00 - - C. Balances at the end of year :- (₹ in lakhs) As at financial year ended March 31 Particulars 2025 2024 2023 Payables Trade payables Sabarmati Express India Private Limited 222.41 178.96 72.66 Loan from Directors Krishan Kumar 22.12 14.00 - Rakesh Kumar 5.71 5.71 - Director’s Sitting Fees Naveen Gupta 0.62 - - Rajni Sharma 0.68 - - Vipin Kumar 0.59 - - Advance for Purchase of Vehicle Anita - - 10.00 Krishan Kumar - - 10.73 Roshani - - 10.00 Rakesh Kumar - - 13.30 Advance Salary Vivek Kumar 0.63 - - Salary Payable Page | 25As at financial year ended March 31 Particulars 2025 2024 2023 Vivek Kumar - 0.35 - Rama Kanojia 0.33 - - Director Remuneration Payable Director Salary - Rakesh Kumar 2.18 - - Director Salary - Ananga Pratap Roy - 0.71 - Related Party Transactions based on Restated Consolidated Financial Information A. List of Related Parties :- Sr. No. Name of the Person / Entity Relation 1 Sabarmati Express India Private Limited Subsidiary 2 Rakesh Kumar Whole Time Director 3 Krishan Kumar Chairman & Managing Director 4 Vipin Kumar (Resignation w.e.f 26.03.2025) Independent Director 5 Rajni Sharma Independent Director 6 Naveen Kumar Gupta Independent Director 7 Ananga Pratap Roy (Resignation w.e.f 01.08.2024) Executive Director 8 Vivek Kumar (Appointed w.e.f. 15.03.2024) CFO 9 Rama Kanojia (Appointed w.e.f. 11.04.2024) Company Secretary 10 Anita Wife of Director 11 Roshani Wife of Director 12 Sunil Brother in law of Director 13 Vinod Brother in law of Director B. Transaction with related Parties :- (₹ in lakhs) As at and for the financial year ended March 31 Particulars 2025 2024 Reimbursement of Expenses Krishan Kumar 1.30 8.29 Rakesh Kumar 1.32 14.50 Ananga Pratap Roy 3.64 2.00 Vivek Kumar 6.99 0.02 Managerial Remuneration Managerial Remuneration - Rakesh Kumar 36.00 24.00 Managerial Remuneration - Krishan Kumar 36.00 24.00 Managerial Remuneration - Ananga Pratap Roy 2.83 4.68 Managerial Remuneration - Anita - 0.90 Managerial Remuneration - Roshani - 0.90 Managerial Remuneration – Rama Kanojia 3.76 - Managerial Remuneration - Vivek Kumar 4.81 0.37 Advance Given/ (Adjusted)/ (Repaid) Rakesh Kumar - (20.89) Krishan Kumar - (30.72) Anita - (10.00) Page | 26As at and for the financial year ended March 31 Particulars 2025 2024 Roshni - (15.10) Unsecured Loans Taken Rakesh Kumar 2.72 53.02 Krishan Kumar 15.73 19.99 Roshani 12.00 - Director’s Sitting Fees Naveen Gupta 0.67 - Rajni Sharma 0.73 - Vipin Kumar 0.64 - Unsecured Loans (Repaid) Rakesh Kumar 0.55 47.31 Krishan Kumar 7.10 5.99 Roshani 12.00 - Salary Expense Anita 1.96 - Roshni 3.85 - C. Balances at the end of year :- (₹ in lakhs) As at and for the financial year ended March 31 Particulars 2025 2024 Loan from Directors Krishan Kumar 22.63 14.00 Rakesh Kumar 7.87 5.71 Salary Payable Vivek Kumar - 0.35 Rama Kanojia 0.33 - Director Remuneration Payable Director Salary – Anita - 0.90 Director Salary - Ananga Pratap Roy - 0.71 Director Salary - Rakesh Kumar 2.18 - Director’s Sitting Fees Naveen Gupta 0.62 - Rajni Sharma 0.68 - Vipin Kumar 0.59 - Advance Salary Vivek Kumar 0.63 - Page | 27SECTION III: RISK FACTORS An investment in Equity Shares involves a high degree of risk. Potential investors should carefully consider all the information in this Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares. The risks described below are not the only ones relevant to us or our Equity Shares, the industry in which we operate. Additional risks and uncertainties, not currently known to us or that we currently do not deem material may also adversely affect our business, results of operations, cash flows and financial condition. If any of the following risks, or other risks that are not currently known or are not currently deemed material, actually occur, our business, results of operations, cash flows and financial condition could be adversely affected, the price of our Equity Shares could decline, and investors may lose all or part of their investment. In order to obtain a complete understanding of our Company and our business, prospective investors should read this section in conjunction with “Business Overview”, “Industry Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Restated Financial Information”, “Objects of the Issue”, “Capital Structure”, “Our Management” and “Our Promoters and Promoter Group” on pages 124, 112, 231, 176, 91, 77, 159 and 172 respectively as well as the other financial and statistical information contained in this Prospectus. In making an investment decision, prospective investors must rely on their own examination of us and our business and the terms of the Issue including the merits and risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular consequences of investing in the Issue. Unless specified or quantified in the relevant risk factors below, we are unable to quantify the financial or other impact of any of the risks described in this section. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment, which may differ in certain respects from that of other countries. The risk factors set forth below are not exhaustive and do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the Equity Shares. This section addresses general risks associated with the industry in which we operate and specific risks associated with our Company. Any of the following risks, individually or together, could adversely affect our business, financial condition, results of operations or prospects, which could result in a decline in the value of our Equity Shares and the loss of all or part of your investment in our Equity Shares. While we have described the risks and uncertainties that our management believes are material, these risks and uncertainties may not be the only risks and uncertainties we face. Additional risks and uncertainties, including those we currently are not aware of or deem immaterial, may also have an adverse effect on our business, results of operations, financial condition and prospects. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Prospectus. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors below. However, there are risk factors the potential effects of which are not quantifiable and therefore no quantification has been provided with respect to such risk factors. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of the Issue, including the merits and the risks involved. Materiality The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality: 1. Some events may have material impact quantitatively; 2. Some events may not be material individually but may be found material collectively; 3. Some events may have material impact qualitatively instead of quantitatively; 4. Some events may not be material at present but may have a material impact in the future. INTERNAL RISK FACTORS 1. Substantial portion of our revenues has been dependent upon few customers. The loss of any one or more of our major customers would have a material adverse effect on our business, cash flows, results of operations and financial condition. We generate a significant portion of our revenues from, and are therefore dependent on, certain customers for a substantial portion of our business. The table below sets forth our revenue from our top customers, top customer, top 3 customers, top 5 customers and top 10 customers, including as a percentage of our revenue from operations for the previous three financial years based on the Restated Standalone Financial Information: Page | 28Contribution to revenue from operations Particulars For the Financial Year ended as on March 31 2025 2024 2023 Top Customer (in %) 14.71 16.72 18.54 Top 3 Customers (in %) 34.55 36.43 32.59 Top 5 Customers (in %) 46.28 47.36 44.03 Top 10 Customers (in %) 64.46 66.46 61.27 Notes: (1) For Financial year ended March 31, 2025, our top 10 customers include Infiniti Retail Limited, Sturlite Electric Private Limited, Dua Lima Retail Private Limited and VIP Industries Limited. Certain customers’ name have not been disclosed here due to non-receipt of their consent. Further, contribution of each individual customer to the revenue from operations of our Company has not been separately disclosed to preserve confidentiality. (2) For Financial year ended March 31, 2024, our top 10 customers include Infiniti Retail Limited, Sturlite Electric Private Limited, Dua Lima Retail Private Limited and VIP Industries Limited. Certain customers’ name have not been disclosed here due to non-receipt of their consent. Further, contribution of each individual customer to the revenue from operations of our Company has not been separately disclosed to preserve confidentiality. (3) For Financial year ended March 31, 2023, our top 10 customers include Infiniti Retail Limited, Sturlite Electric Private Limited and Dua Lima Retail Private Limited. Certain customers’ name have not been disclosed here due to non-receipt of their consent. Further, contribution of each individual customer to the revenue from operations of our Company has not been separately disclosed to preserve confidentiality. Our business operations are highly dependent on our clients and the loss of any of our clients may adversely affect our sales and consequently on our business and results of operations. While we typically have long term relationships with our clients, we have not entered into long term agreements with our clients and the success of our business is accordingly significantly dependent on us maintaining good relationships with our clients and suppliers. The actual sales by our Company may differ from the estimates of our management due to the absence of long-term agreements. The loss of one or more of these significant or key clients or a reduction in the amount of business we obtain from them could have an adverse effect on our business, results of operations, financial condition and cash flows. Our service contracts with our clients are generally subject to periodic renewal and related negotiations. Our reliance on a select group of clients may also constrain our ability to negotiate these agreements. We cannot assure you that we will be able to maintain historic levels of business and/or negotiate and execute long term contracts on terms that are commercially viable with our significant customers or that we will be able to significantly reduce customer concentration in the future. Any decline in our quality of services, growing competition and any change in the demand, may adversely affect our ability to retain them. We cannot assure that we shall generate the same quantum of business, or any business at all, and the loss of business from one or more of them may adversely affect our revenues and results of operations. Furthermore, the volume of work performed for these clients may vary from period to period and we may not be the exclusive external logistics service provider for our clients. Our service contracts with our clients are generally subject to periodic renewal and related negotiations. Our reliance on a select group of clients may also constrain our ability to negotiate these agreements. We cannot assure you that we will be able to maintain historic levels of business and/or negotiate and execute long term contracts on terms that are commercially viable with our significant customers or that we will be able to significantly reduce customer concentration in the future. Further, the sales volume may vary due to our customers’ attempts to manage their logistics needs either by themselves or through our competitors, which could reduce our sales and adversely affect our business, cash flows, results of operations and financial condition. In addition, we are exposed to payment delays and/or defaults by our major customers and our financial position and financial performance are dependent on the creditworthiness of our customers. There is no guarantee that all or any of our customers will honor their outstanding amounts in time and whether they will be able to fulfill their obligations, due to any financial difficulties, cash flow difficulties, deterioration in their business performance, or a downturn in the global economy. If such events or circumstances occur from all or any of our major customers, our financial performance and our operating cash flows may be adversely affected. 2. Our Company is dependent on a few suppliers for purchases of product/service. The loss of any of these large suppliers may affect our business operations. Our top, top three, top five and top ten suppliers contribute significantly of our total purchase, details of such contributions to total purchase for the financial year ended on March 31, 2025, 2024 and 2023, respectively based on Restated Standalone Financial Information are set forth below: Page | 29Contribution to purchases^ Particulars For the Financial Year ended as on March 31 2025 2024 2023 Top Supplier (in %) 26.12 22.65 20.70 Top 3 Suppliers (in %) 41.74 44.32 38.94 Top 5 Suppliers (in %) 44.42 50.88 45.52 Top 10 Suppliers (in %) 48.17 56.91 51.07 ^Total purchases considered for the above calculation include Cost of Operating expenses except Vehicles passing & Permission expense, Toll expense, Warehouse Rent and Insurance which are incurred on Cash Basis. Notes: (1) For Financial year ended March 31, 2024, our top 10 suppliers include Sabarmati Express India Private Limited, Shri Vinayak Fuels, Singh Filing Station, Jaat Roadways, Vijay Logistics, Yaduvanshi Tyres, Shiv Service Station and Newline Logistics. Certain suppliers have not been disclosed here due to non-receipt of their consent. Further, contribution of each individual supplier to the purchases of our Company has not been separately disclosed to preserve confidentiality. (2) For Financial year ended March 31, 2023, our top 10 suppliers include Shri Vinayak Fuels. Certain suppliers have not been disclosed here due to non-receipt of their consent. Further, contribution of each individual supplier to the purchases of our Company has not been separately disclosed to preserve confidentiality. We cannot assure that we will be able to get the same quantum and quality of supplies, or any supplies at all, and the loss of supplies from one or more of them may adversely affect our purchases and ultimately our revenue and results of operations. However, the composition and amount of purchase from these suppliers might change as we continue seeking new suppliers for our product for better quality and price in the normal course of business. Though we believe that we will not face substantial challenges in maintaining our business relationship with them or finding new suppliers, there can be no assurance that we will be able to maintain long term relationships with such suppliers or find new suppliers in time. Though, there is no conflict of interest between the third party service providers and our Company, Promoters, Promoter Group, Key Managerial Personnel, Directors and the Subsidiary/ Group Companies and its directors, we have also engaged with some of the related parties for the purchase of services. The same transactions were carried out on arm’s length basis. The details of the related party transactions for the purchase of services as compared to total Cost of Operating Expenses in the previous three financial years are provided below: For the Financial Year ended on March 31 Particulars 2025 2024 2023 Purchase of Services (₹ in lakhs) 821.14 581.21 292.01 Cost of Operating Expenses (₹ in lakhs) 3,719.38 3,053.95 2,469.28 % of Cost of Operating Expenses 22.08 19.03 11.83 3. We generate our major portion of revenue from our operations in certain geographical regions and any adverse developments affecting our operations in these regions could have an adverse impact on our revenue and results of operations. Entire of our revenue from operation are generated within India only. However, based on Restated Standalone Financial Information, substantial part of our revenue is generated from the State of Maharashtra i.e., ₹2,004.84 lakhs, ₹1,887.69 lakhs and ₹1,599.72 lakhs, constituting 41.83%, 47.53% and 51.55% of the total revenue from operations for the Financial Year ended March 31, 2025, 2024 and 2023, respectively. The Geographical distribution of our revenue is set out below: (₹ in lakhs) For the Financial Year ended on March 31 2025 2024 2023 Particulars Amount (₹ in % of total Amount (₹ in % of total Amount (₹ in % of total lakhs) revenue lakhs) revenue lakhs) revenue Maharashtra 2,004.84 41.83 1,887.69 47.53 1,599.72 51.55 Haryana 834.42 17.41 621.70 15.65 385.16 12.41 Karnataka 826.88 17.25 576.56 14.52 409.94 13.21 Page | 30For the Financial Year ended on March 31 2025 2024 2023 Particulars Amount (₹ in % of total Amount (₹ in % of total Amount (₹ in % of total lakhs) revenue lakhs) revenue lakhs) revenue Tamil Nadu 266.49 5.56 59.30 1.49 36.10 1.16 Delhi 232.60 4.85 444.07 11.18 457.59 14.75 Uttar Pradesh 134.20 2.80 105.94 2.67 52.31 1.69 Rajasthan 113.53 2.37 30.94 0.78 30.83 0.99 Others* 379.53 7.92 245.25 6.18 131.50 4.24 Total 4,792.48 100.00 3,971.44 100.00 3,103.14 100.00 *Other states includes Dadra & Nagar Haveli, Gujarat, Punjab, Telangana, Himachal Pradesh, Uttarakhand, West Bengal, Chandigarh, Andhra Pradesh, Goa, Bihar, Assam, Kerala, Chhattisgarh, Jammu & Kashmir, Odisha and Madhya Pradesh. Such concentration of revenue on few states may have an adverse effect on our business, financial condition, cash flows and results of operations. An economic slowdown or change of laws or regulations, particularly in relation to logistics sector in such few states may have a significant adverse impact on our business, financial condition, cash flows and results of operations. Further, drastic changes in taxes and other levies imposed by the State Government as well as other financial policies and regulations, political and deregulation policies, if changed, could harm the business and economic conditions. We may not be able to effectively assess the level of promotional marketing required in a particular state, and the recognition of our services in such states may not be in the manner or to the extent anticipated by us. Our expansion into existing & new geographies may also be challenging on account of our lack of familiarity with the social, political, economic and cultural conditions of these new regions, language barriers, difficulties in staffing and managing such operations and reputation in such regions. We may also encounter other additional anticipated risks and significant competition in such markets. Further, as we enter into new markets and geographical areas, we are likely to compete with not only national players, but also the local players, who might have an established local presence, and are more familiar with local business practices and have stronger relationships with local distributors, dealers, relevant government authorities, suppliers or are in a stronger financial position than us, all of which may give them a competitive advantage over us. Our inability to expand into other areas may adversely affect our business prospects, financial conditions and results of operations. While our management believes that the Company has requisite expertise and vision to grow and mark its presence in other markets going forward, investors should consider our business and prospects in light of the risks, losses and challenges that we face and should not rely on our results of operations for any prior periods as an indication of our future performance. 4. We are subject to various risks associated with transportation and we may face claims relating to loss or damage to goods, personal injury claims or other operating risks that are not adequately insured. Our business is subject to various risks inherent in the logistics industry, including potential liability to our customers which could result from, among other circumstances, personal injury to persons or damage to property arising from accidents or incidents involving vehicles operated by us. In the normal course of business, we may be exposed to claims from our customers arising from theft, damage or loss of the materials being transported. We may, in certain circumstances, be required to compensate our customers in the event of any damage or loss of goods transported by us. Road transport services involve many risks and hazards, including mechanical breakdowns; however, insurance cover may be expensive, or may not be available, for certain of these risks. We may become subject to liability for hazards which we cannot, or may not elect to, insure because of high premium costs or other reasons, or for occurrences which exceed maximum coverage under our policies. We operate a mix of our own vehicles and vehicles engaged on a hire-basis from third party operators. Despite having experienced drivers and giving necessary instructions to vehicle owners/ representatives, we bear the risk of vehicles carrying the cargo being involved in collusion, malfunctioning, manufacturing defect, title issue which may lead to non-delivery of cargo on a timely basis or at all. Further, we may also have to suffer losses on account of repair of the vehicles (in the case of owned vehicles) and losses on account of human injuries, loss of life and harm to third party properties due to accidents and such unforeseen events. We also run the risk of contamination by unauthorized carrying of contraband items resulting in confiscation of the vehicles along with materials and cargo. Page | 31Certain of the materials that we transport are corrosive and flammable and require skilled handling. Any failure or mishandling of such materials, may cause accidents, fire, loss of human life and property, damage to our and third-party property and, or, environmental damage, require shutdown of one or more of our warehouses and expose us to civil or criminal liability. If any such event were to occur we could be subject to significant penalties, other actionable claims and, in some instances, criminal prosecution. In addition to adversely affecting our reputation, any such accidents, may result in a loss of our vehicles and/or disruption in our warehouses entirely, which may have an adverse effect on our results of operations, cash flows and financial condition. While we maintain insurance coverage at levels and for risks that we believe are customary in the logistics industry in India. Furthermore, any accident or incident involving vehicles operated by third party suppliers, even if these vehicles are fully insured or we are held not to be liable, could negatively affect our reputation among customers and the public, thereby making it difficult for us to compete effectively, and could significantly affect the cost and availability of insurance in the future. To the extent that any such uninsured risks materialize, our business, financial condition, results of operations and cash flows may be materially and adversely affected. 5. Our Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash flow could adversely impact our business, financial condition and results of operations. The detailed break up of cash flows based on Restated Standalone Financial Information is summarized in below table and our Company has reported negative cash flow in the financial years is as mentioned below, which could affect our business and growth: (₹ in lakhs) For the Financial Year ended on March 31 Particulars 2025 2024 2023 Net cash flows (used in)/generated from operating activities 226.72 341.08 352.52 Net cash flows (used in)/generated from investing activities (408.60) (512.63) (164.42) Net cash flows (used in)/generated from financing activities 178.39 171.73 (202.88) Net Change in Cash flow (3.48) 0.17 (14.79) Cash flows of a company are a key indicator to show the extent of cash generated from the operations of a company to meet capital expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. If we are not able to generate sufficient cash flows, it may adversely affect our business and financial operations. 6. Our Company has availed unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect our cash flows. As on March 31, 2025, our Company has total unsecured loans amounting to ₹30.50 lakhs from banks and directors of the company on Restated Consolidated Basis that are repayable on demand to them. Out of such unsecured loans, unsecured loans from directors of the Company amounting to ₹30.50 lakhs are not repayable in accordance with any agreed repayment schedule and may be recalled by the relevant lenders at any time. Any such unexpected demand or accelerated repayment may have a material adverse effect on the business, cash flows and financial condition. For further details of unsecured loans of our Company, please refer “Annexure VIII(B) - Restated Consolidated Statement of Terms & Conditions of Unsecured Loans” under “Restated Consolidated Financial Information” under the chapter titled “Restated Financial Information” beginning on page no. 176 of this Prospectus. 7. We have in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company’s financial condition and results of operations. Our Company has entered into various transactions with our Directors, Promoters, Subsidiary and Promoter Group members/ entities. Related Party Transactions based on Restated Standalone Financial Information (₹ in lakhs) As at and for the financial year ended March 31 Particulars 2025 2024 2023 Reimbursement of Expenses Page | 32As at and for the financial year ended March 31 Particulars 2025 2024 2023 Krishan Kumar 1.30 8.29 2.91 Rakesh Kumar 1.32 13.88 5.58 Ananga Pratap Roy 3.64 2.00 - Vivek Kumar 6.99 0.02 - Sales Transaction Sabarmati Express India Private Limited 30.36 58.27 - Purchase Transaction Sabarmati Express India Private Limited 821.14 581.21 292.01 Managerial Remuneration Managerial Remuneration - Rakesh Kumar 36.00 24.00 12.00 Managerial Remuneration - Krishan Kumar 36.00 24.00 12.00 Managerial Remuneration - Ananga Pratap Roy 2.83 4.68 - Managerial Remuneration - Vivek Kumar 4.81 0.37 - Managerial Remuneration – Rama Kanojia 3.76 - - Salary Expense Anita 1.96 - - Roshani 3.85 - - Directors’ Sitting Fees Naveen Gupta 0.67 - - Rajni Sharma 0.73 - - Vipin Kumar 0.64 - - Advance Given/ (Adjusted)/ (Repaid) Rakesh Kumar - (13.30) 13.30 Krishan Kumar - (10.73) 10.73 Anita - (10.00) 5.00 Roshni - (10.00) 5.00 Unsecured Loans Taken Rakesh Kumar - 33.00 Krishan Kumar 13.49 19.99 - Roshani 12.00 - - Unsecured Loans (Repaid) Rakesh Kumar - 27.29 Krishan Kumar 5.37 5.99 - Roshani 12.00 - - Related Party Transactions based on Restated Consolidated Financial Information (₹ in lakhs) Particulars As at and for the financial year ended March 31 Page | 332025 2024 Reimbursement of Expenses Krishan Kumar 1.30 8.29 Rakesh Kumar 1.32 14.50 Ananga Pratap Roy 3.64 2.00 Vivek Kumar 6.99 0.02 Managerial Remuneration Managerial Remuneration - Rakesh Kumar 36.00 24.00 Managerial Remuneration - Krishan Kumar 36.00 24.00 Managerial Remuneration - Ananga Pratap Roy 2.83 4.68 Managerial Remuneration - Anita - 0.90 Managerial Remuneration - Roshani - 0.90 Managerial Remuneration – Rama Kanojia 3.76 - Managerial Remuneration - Vivek Kumar 4.81 0.37 Advance Given/ (Adjusted)/ (Repaid) Rakesh Kumar - (20.89) Krishan Kumar - (30.72) Anita - (10.00) Roshni - (15.10) Unsecured Loans Taken Rakesh Kumar 2.72 53.02 Krishan Kumar 15.73 19.99 Roshani 12.00 - Director’s Sitting Fees Naveen Gupta 0.67 - Rajni Sharma 0.73 - Vipin Kumar 0.64 - Unsecured Loans (Repaid) Rakesh Kumar 0.55 47.31 Krishan Kumar 7.10 5.99 Roshani 12.00 - Salary Expense Anita 1.96 - Roshni 3.85 - For further details, please refer to “Annexure-XXXI - Restated Standalone Statement of Related Party Transactions” and “Annexure-XXIX - Restated Consolidated Statement of Related Party Transactions” under Section titled “Restated Financial Information” beginning on page no. 176 respectively of this Prospectus. Our Company has entered into such transactions due to easy proximity and quick execution. While we believe that all such transactions have been conducted on an arm’s length basis and in the ordinary course of business. Although all related-party transactions that we may enter into in the future are subject to approval by our Audit Committee, Board or shareholders, as required under the Companies Act, we cannot assure you that such future transactions or any other future transactions, individually or in aggregate, will not have an adverse effect on our financial condition and results of operations or that we could not have achieved more favorable terms if such transactions are not entered into with related Page | 34parties. Such related party transactions in the future or any other future transactions may potentially involve conflicts of interest which may be detrimental to the interest of our Company and we cannot assure you that such transactions, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, financial condition and results of operations. 8. We have incurred substantial indebtedness which exposes us to various risks which may have an adverse effect on our business and results of operations. Our ability to borrow and the terms of our borrowings will depend on our financial condition, the stability of our cash flows, general market conditions, economic and political conditions in the markets where we operate and our capacity to service debt. As on March 31, 2025 our total outstanding indebtedness was ₹1,208.54 lakhs on a Restated Standalone basis and ₹1,364.85 lakhs on a Restated Consolidated basis. Details of the Debt to equity ratio of the Company as at March 31, 2025 on Restated Standalone basis and Restated Consolidated basis is as follows: Based on Restated Standalone Financial Information Particulars As at March 31, 2025 Total debt (A) (₹ in Lakhs) 1,208.54 Total Shareholders’ funds (B) (₹ in Lakhs) 762.27 Debt to equity ratio (C = A/B) 1.59 Based on Restated Consolidated Financial Information Particulars As at March 31, 2025 Total debt (A) (₹ in Lakhs) 1,364.85 Total Shareholders’ funds (B) (₹ in Lakhs) 879.61 Debt to equity ratio (C = A/B) 1.55 Our significant indebtedness results in substantial amount of debt service obligations which could lead to: 1. increasing our vulnerability to general adverse economic, industry and competitive conditions; 2. limiting our flexibility in planning for, or reacting to, changes in our business and the industry; 3. affecting our credit rating; 4. limiting our ability to borrow more money both now and in the future; and 5. increasing our interest expenditure and adversely affecting our profitability. If the loans are recalled on a short notice, we may be required to arrange for funds to fulfil the necessary requirements. The occurrence of these events may have an adverse effect on our cash flow and financial conditions of the company. For further details regarding our indebtedness, see “Our Indebtedness” in the chapter titled “Business Overview” beginning on page no. 124 of this Prospectus. 9. Our Contingent Liability and Commitments could affect our financial position. As on March 31, 2025, we have contingent liabilities of ₹ 39.95 lakhs based on Restated Standalone Financial Information and Restated Consolidated Financial Information. If these contingent liabilities materialize, fully or partly, the financial condition of our Company could be affected. Details of such contingent liabilities is as follows: Based on Restated Standalone Financial Information There are no contingent liabilities and capital commitments of our company for the financial year ended as on March 31, 2025, 2024 and 2023, except as disclosed below: (₹ in lakhs) For the Financial Year ended as on March 31 Particulars 2025 2024 2023 (i) Contingent liabilities shall be classified as: (a) Claims against the company not acknowledged as - - - debt; (b) Guarantees; 1.00 7.50 - (c) Tax related liabilities; 38.95 Negligible* - Page | 35For the Financial Year ended as on March 31 Particulars 2025 2024 2023 (d) Other money for which the company is contingently - - - liable; Total 39.97 7.50 - * The negligible amount pertains to ₹170 towards TDS demand under dispute. Based on Restated Consolidated Financial Information There are no contingent liabilities and capital commitments of our company for the financial year ended as on March 31, 2025 and 2024, except as disclosed below: (₹ in Lakhs) For the Financial Year ended as on March 31 Particulars 2025 2024 (i) Contingent liabilities shall be classified as: (a) Claims against the company not acknowledged as - - debt; (b) Guarantees; 1.00 7.50 (c) Tax related liabilities; 38.95 Negligible* (d) Other money for which the company is contingently - - liable; Total 39.95 7.50 * The negligible amount pertains to ₹170 towards TDS demand under dispute. For further details, kindly refer to “Annexure VI(B) - Notes to Restated Standalone Financial Information” and “Annexure VI(B) - Notes to Restated Consolidated Financial Information” in the chapter titled “Restated Financial Information” beginning on page no. 176 of this Prospectus. 10. Our Company, Promoters and Directors, subsidiary and Key Managerial Personnel are party to certain tax proceedings, any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition. A summary of outstanding matters set out below includes details of criminal proceedings, tax proceedings, statutory and regulatory actions and other material pending litigation involving us, Directors, Promoters, Subsidiary and Key Managerial Personnel as at the date of this Prospectus: Disciplinary actions by Aggregate Statutory or the SEBI or Material Criminal Tax amount Name of Entity Regulatory Stock Civil Proceedings Proceedings involved Proceedings Exchanges Litigations (₹ in Lakhs) against our Promoter Company By the Company NA NA NA NA NA NA Against the Company NA 3 NA NA NA 38.97 Promoters By Promoters NA NA NA NA NA NA Against Promoters NA NA NA NA NA NA Directors other than Promoters By our directors NA NA NA NA NA NA Against the Directors NA NA NA NA NA NA Subsidiary Company Page | 36Disciplinary actions by Aggregate Statutory or the SEBI or Material Criminal Tax amount Name of Entity Regulatory Stock Civil Proceedings Proceedings involved Proceedings Exchanges Litigations (₹ in Lakhs) against our Promoter By our Subsidiary NA NA NA NA NA NA Company Against our Subsidiary NA 2 NA NA NA 0.02 Company Key Managerial Personnel (KMPs) Other than Directors By our KMPs (Other NA NA NA NA NA NA than Directors) Against our KMPs NA NA NA NA NA NA (Other than Directors) The amount may be subject to additional interest/other charges being levied by the concerned authorities which are unascertainable as on date of this Prospectus. For further details, please refer to the chapter titled “Outstanding Litigations and Material Developments” on page no. 246 of this Prospectus. There can be no assurance that these litigations will be decided in favour of our Company and consequently it may divert the attention of our management and Promoters and Directors and waste our corporate resources and we may incur significant expenses in such proceedings and may have to make provisions in our financial statements, which could increase our expenses and liabilities. If such claims are determined against us, there could be a material adverse effect on our reputation, business, financial condition and results of operations, which could adversely affect the trading price of our Equity Shares. 11. We are substantially and heavily dependent upon the services of our Promoters for our entire business. Further, our success depends largely upon the services of our Directors, Promoters and other Key Managerial Personnel and our ability to attract and retain them. Demand for key managerial personnel in the industry is intense and our inability to attract and retain key managerial, may affect the business and operations of our Company. The entire business of our Company is substantially dependent upon the services of our Promoters. Success of our Company is largely dependent on the expertise and services of our Directors, Promoters and our Key Managerial Personnel. They provide expertise which enables us to make well informed decisions in relation to our business and our future prospects. Our Company’s future performance will depend upon the continued services of these persons. Demand for Key Managerial Personnel in the industry is intense. We cannot assure you that we will be able to retain any or all, or that our succession planning will help to replace the key members of our management. The loss of the services of such key members of our management team and the failure of any succession plans to replace such key members could have an adverse effect on our business and the results of our operations. We cannot assure that we will be able to retain the services of our Directors, Promoters and other Key Managerial Personnel in the future or that our inability to retain will not have any adverse impact on our business operations. In addition, as we are substantially dependent upon the services of our promoters for our business, in case any or all of our promoters decides to disassociate from the company, it will have a severe irreparable loss to the business of the company. 12. Our long-term growth and competitiveness are dependent on our ability to control costs and pass on any increase in operating expenses to customers, while continuing to offer competitive pricing. To maintain competitive pricing and enhance our profit margins, we must continuously control our costs through route optimization/ branch network development for optimum utilization. Cost of operating expenses as a % of total revenue from operations as per the Restated Standalone Financial Information for the previous three financials years is set out below: For the Financial Year ended on March 31 Particulars 2025 2024 2023 Cost of Operating expenses (₹ in lakhs) 3,719.38 3,053.95 2,469.28 Page | 37For the Financial Year ended on March 31 Particulars 2025 2024 2023 Revenue from Operations (₹ in lakhs) 4,792.48 3,971.44 3,103.14 % of total revenue from operations 77.61 76.90 79.57 Labour Charges, Lorry Hire Charges, Diesel, Petrol & CNG expense, Consumable expense, Tyres & Tubes, Vehicles passing & Permission expense, Toll expense, Vehicles Running & Maintenance, Warehouse Rent and Insurance represent some of our most significant recurring operating costs and an increase in such costs or an inability to pass on some or all of such an increase to our customers will adversely affect our results of operations and cash flows. For instance, the cost of fuel fluctuates significantly due to various factors beyond our control, including, international prices of crude oil and petroleum products, global and regional demand and supply conditions, geopolitical uncertainties, import cost of crude oil, domestic taxes, government policies and regulations and availability of alternative fuels. Furthermore, the GoI may implement new laws or other regulations and policies that could affect the logistics industry in general, including requiring additional approvals or licenses, imposing additional restrictions on our operations or tightening the enforcement of existing or new laws or regulations, any of which could require us to incur additional expenses to comply with such laws and regulations. If we suffer any increases in expenses and are unable to pass on such an increase to our customers, our operating margins, and consequently, our business and profitability may be adversely affected. In the event of a significant increase in our operating costs, whether as a result of increases in fuel prices, rent or other costs, our profitability may decrease if we are unable to adopt effective cost control-measures or pass on incremental costs to our customers. 13. Our insurance coverage may not be adequate to protect us against certain operating hazards and this may have a material adverse effect on our business and financial conditions. We have obtained vehicle insurance coverage in respect of the fleet, Money Insurance Policy, goods-in-transit for one select customer, fire insurance, burglary insurance and for goods stored at our warehouses. We have taken Vehicle carrying goods Insurance policies for our fleet of vehicles which covers expenses and financial liabilities incurred due to damage to fleet of vehicles. However, if any damage occurs due to any mishappening, we have to bear part of the loss as per the terms of the policies. The details of value of assets insured on a restated standalone basis, as of March 31, 2025, has been set out below: March 31, 2025 Particulars (₹ in lakhs) (% of total assets) Plant and Machinery (For Running Business) 646.43 26.12% Cash in Hand 11.40 0.46% The details of our total insurance coverage as a percentage of insurance coverage of Written Down Value (WDV) on Restated Standalone basis, as of June 30, 2025, has been set out below: As of date of June 30, 2025 Particulars Amount of Insurance (% of insurance coverage Coverage (₹ in lakhs) of WDV) Insurance coverage of our Plant and Machinery (For 2,025.93 313.40% Running Business) Insurance coverage of our Cash (Annual Carrying Value) 100.00 877.03% Insurance coverage of third-party goods stored in our 375.00 N.A. warehouse Insurance coverage of third-party goods in transit 80.00 N.A. Fire Insurance coverage 100.00 N.A. Burglary Insurance coverage 575.00 N.A. Further, we are not insured against risk arising from loss of profits and keyman insurance, fire, explosion, theft, terrorism, burglary and certain natural disasters in respect of assets located at some of our offices. Failure to effectively Page | 38cover ourselves against the associated risks may potentially lead to material losses. There can be no assurance that our insurance policies will be adequate to cover the losses/ damages suffered or that such insurance coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. If we suffer a significant uninsured loss or if an insurance claim in respect of the subject matter of insurance is not accepted or any insured loss suffered by us significantly exceeds our insurance coverage, our business, financial condition and results of operations may be materially and adversely affected. 14. We intend to utilise a portion of the Net Issue Proceeds for funding our Capital Expenditure for purchase of trucks and equipment. We are yet to place orders for such equipment. We intend to use a part of the Net Issue Proceeds towards purchase of trucks and equipment for our transportation segment, out of total estimated capital expenditure of ₹387.88 lakhs, for entire proposed capital expenditure i.e. 100.00% orders are yet to be placed. We have obtained quotations based on which we have calculated estimated cost in relation to the purchase of trucks and ancillary equipment required. Obtained quotations are valid as on the date of Prospectus. Our Company intends to utilise ₹387.88 lakhs from the Net Issue Proceeds to purchase of trucks and equipment, there can be no assurance that we will be able to place orders for such machinery and equipment in a timely manner or at all. Further, in the event of any delay in placement of such orders, the proposed schedule implementation and deployment of the Net Issue Proceeds may be extended or may vary accordingly. 15. Our inability to manage our diversified operations may have an adverse effect on our business, results of operations, financial condition and cash flows. Failure to improve diversification of our revenue streams exposes us to risk of concentration of revenue from transportation verticals. Our company is engaged in the business of providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Set forth below are our revenue from operations from Transportation & Allied Services and Warehousing Services in each of the corresponding periods: Based on Restated Standalone Financial Information (₹ in lakhs) For the Financial Year ended on March 31 Particulars % of total % of total % of total 2025 2024 2023 revenue revenue revenue Transportation & Allied 4,780.98 99.76 3,964.54 99.83 3,103.14 100.00 Services Warehousing Services 11.5 0.24 6.90 0.17 - - Total 4,792.48 100.00 3,971.44 100.00 3,103.14 100.00 Based on Restated Consolidated Financial Information For the Financial Year ended on March 31 2025 2024 Particulars Amount (₹ in % of total Amount (₹ in % of total lakhs) revenue lakhs) revenue Transportation & Allied Services 4,905.41 99.77 4,027.64 99.83 Warehousing Services 11.50 0.23 6.90 0.17 Total 4,916.91 100.00 4,034.54 100.00 We generate significant portion of our revenue from operations from Transportation & Allied Services vertical. While we aspire to strategically evolve into a Third-Party Logistics (3PL) provider, failure to improve diversification of our revenue streams exposes us to risk of concentration of revenue in our Transportation & Allied Services vertical. Our management requires considerable expertise and skill to manage and allocate an appropriate amount of time and attention to our diverse service verticals. Our cost controls, internal controls, and accounting and reporting systems must be integrated and upgraded on a continual basis to support our diversified business. In order to manage and integrate our business effectively, we will be required to, among other things, maintain customer relationship, implement and continue to improve our operational, financial and management systems, develop the management skills and continue to train, motivate and manage our manpower. We cannot assure you that we will be successful managing and expanding our Page | 39business verticals. If we are unable to manage our diversified operations, our business, prospects, reputation, results of operations, financial condition and cash flows may be adversely affected. 16. We operate in a highly competitive industry and increased competition may lead to a reduction in our revenues, reduced profit margins or a loss of market share. We operate in a highly competitive industry, dominated by a large number of unorganized players. While the logistics industry is generally fragmented, we may face competition from a number of international and domestic third-party logistics service providers, especially as the trend toward larger-scale logistics providers in India continues. Many segments within the logistics industry are highly commoditized and have low barriers to entry or exit, leading to a market with a very high degree of fragmentation. Some of our competitors may have significantly greater financial and marketing resources and operate larger networks than we do. In the regions in which we may operate, we may face competition from certain regional logistics services providers and the unorganized sector, some of which have market presence in their respective areas of operation. We may also face competition from new entrants into the logistics service industry. If we cannot maintain, or gain, sufficient market presence or are unable to differentiate ourselves from our competitors, we may not be able to compete effectively. Further, if we cannot maintain cost competitiveness, including, in the event we choose to expand and incur excessive fixed costs or if we experience a disproportionate increase in costs in comparison to our competitors, our customers could choose to service their logistics needs with our competitors rather than us. Increased competition from other organized and unorganized third-party logistics or people transport providers (including our business partners) may lead to a reduction in our revenues, reduced profit margins or a loss of market share. In addition, increased competition may reduce the growth of our customer base and result in higher selling and promotional expenses. If we are unable to compete effectively with our competitors, we may experience a decline in our revenues and profitability and our business, financial condition and results of operations could be materially and adversely affected. 17. We are dependent on third party service providers and suppliers to effectively carry on our logistics operations. Any deficiency in services provided by them or failure to maintain relationships with them could result in disruption in our operations, which could have an adverse effect on our business, financial condition, results of operations and cash flows. We rely upon various third parties for supply of assets and services, which inter-alia includes vehicles for inland transportation of goods. Our ability to service our customers depends on the availability and continuous services of such third parties for these outsourced services. Events beyond our control or that of our suppliers such as (i) equipment and vehicles shortages, particularly among contracted truckload carriers; (ii) interruptions or stoppages in transportation services as a result of labor disputes and strikes; (iii) network congestion, weather related issues, “Acts of God” or acts of terrorism; and (iv) increases in operating expenses for carriers, such as fuel costs, insurance premiums and licensing expenses; may affect the cost, availability or ability to provide their services. We have limited control and supervision over these service providers, and there can be no assurance that we will be able to obtain access to preferred suppliers and third parties for our vehicles, or equipment needs, or at attractive rates or that these suppliers and third parties will have adequate available capacity to meet our needs or be able to meet our requirements in a timely manner. If we fail to maintain relationships with these service providers, or if we are unable to secure sufficient spaces, equipment or other transportation or delivery services to meet our commitments to our customers or provide our services on competitive terms, our customers could shift their business to our competitors or other third-party service providers, temporarily or permanently, and our business and results of operations could be materially and adversely affected. 18. Any disruptions which affect our ability to utilize the transportation network in an uninterrupted manner could result in delays, additional costs or a loss of reputation or profitability. With a significant portion of the goods being transported by road, our business operations are dependent on the road network. Certain factors which could adversely affect such transport modes and result in delays, additional costs or unreliability including bad weather conditions, natural calamities, time-consuming and complex inter-state travel, political unrest, regional disturbances, fatigue or improper conduct of drivers, accidents and third party negligence. We cannot assure you that these factors and conditions will not affect our logistics schedules or our ability to operate without disruption. Any such interruptions or disruptions could cause delays in the delivery of our clients’ consignments to their destination, or cause damage to the transported goods. Any of these consequences may result in claims for compensation from our clients. Further, such delays or damages may cause a loss of reputation which, over a period of time, could lead to a decline in our business operations. 19. Our business operations depend on our ability to generate sufficient volumes to achieve acceptable profit margins or avoid losses. Page | 40Our business operations are dependent on the availability of sufficient volumes to achieve acceptable margins and avoid losses. The fixed costs do not vary significantly with variations in transportation volumes, and a relatively small change in transportation volumes or the prices we charge to our customers can have a significant effect on our results of operations. Further, difficulties with internal processes or other external adverse influences could lead to shortfalls in revenue. As a result, the success of our business depends on our ability to optimise transportation volumes and revenues. If we are unable to succeed sufficiently at these tasks, we may not be able to achieve acceptable operating or net profit margins, and our business, results of operations and financial conditions could be adversely affected. 20. We have recently entered into the business of warehousing and may face several risks associated with the new venture, which could hamper our growth, cash flows and business and financial condition. We have entered into various lease deeds for obtaining premises on lease located at (i) Gurgaon, Haryana, (ii) Bhiwandi, Maharashtra, (iii) Bengaluru, Karnataka, (iv) Hooghly, West Bengal and (v) Ambala, Haryana to be used as warehouses of the company. When entering into new business ventures, we may encounter cost overruns or delays for various reasons, including, but not limited to, delays in receiving governmental, statutory and other regulatory approvals and permits. Further, there may be scenarios where we may not be able to generate sufficient cash flows as anticipated by our Company, due to which our business and results of operations may be adversely affected. Any of the foregoing factors could undermine our future plans and hamper our growth and could adversely affect our business, financial condition and results of operations. 21. We are exposed to the risk of delays or non-payment by our clients which may also result in cash flow mismatches. We are exposed to counterparty credit risk in the usual course of our business dealings with our clients who may delay or fail to make payments or perform their other contractual obligations. As on March 31, 2025, on restated standalone basis and on restated consolidated basis there were outstanding trade receivables of ₹ 1,218.38 lakhs and ₹ 1,299.18 lakhs, respectively. Further, ₹ 154.66 lakhs and ₹183.32 lakhs, represent dues considered good (outstanding for over six months) and dues considered doubtful as on March 31, 2025, both on restated standalone and restated consolidated basis, respectively. Historically, our Company has experienced defaults from customers, details of such defaults during the previous three financial years are as follows: Based on Restated Standalone Financial Information (₹ in lakhs) For the Financial Year ended on March 31 Particulars 2025 2024 2023 Bad debts 1.15 1.11 9.96 Revenue from Operations 4,792.48 3,971.44 3,103.14 % of total revenue from operations 0.02 0.03 0.32 Based on Restated Consolidated Financial Information (₹ in lakhs) For the Financial Year ended on March 31 Particulars 2025 2024 Bad debts 1.15 1.11 Revenue from Operations 4,916.91 4,034.54 % of total revenue from operations 0.02 0.03 Though our Company has taken necessary steps to resolve the issue including but not limited to, enforcing payment terms as per the agreement with the clients, background check of new customers and streamline the credit policy of the Company. However, we cannot assure that such instances will not occur in future. The financial condition of our clients may be affected by the performance of their business which may be impacted by several factors including general economic conditions. We cannot assure you of the continued viability of our clients or that we will accurately assess their creditworthiness. We also cannot assure you that we will be able to collect the whole Page | 41or any part of any overdue payments. Any material non-payment or non-performance by our clients, could adversely affect our financial condition, results of operations and cash flows. 22. We don’t own any of the premises where our Registered office and warehouses are located and from where we carry out our business activities. Any dispute in relation to use of these premises or delay in renewal or non- renewal of the leases of such premises could have a material adverse effect on our business and results of operation. We have obtained our Registered Office and all three Warehouses on rental basis. For details on the duration of existing rent agreements for our office, please refer to Chapter titled “Business Overview” beginning on page no. 124 of this Prospectus. In the event of termination/ non-renewal of said rent agreements, we may be required to vacate such premises which may cause disruption in our corporate affairs and business and impede our effective operations and thus can adversely affect our business, financial condition and result of operations. There can be no assurance that we will, in the future, be able to renew the agreements for the existing locations on same or similar terms, or will be able to find alternate locations for the offices on similar terms favorable to us, or at all. We may also fail to negotiate the renewal of our rent agreements for our premises, either on commercially acceptable terms or at all, which could result in increased rental rates for subsequent renewals or searching for new premises, affecting our financial condition and operations. Further, our Company confirms that there is no conflict of interest between the lessor of the immovable properties (crucial for operations of the company) and our Company, Promoter, Promoter Group, Key Managerial Personnel, Directors and Subsidiary/ Group Company and its Directors. 23. Our company has experienced delayed filings of certain e-forms under Companies Act, 2013 with Registrar of Companies which may attract penalties, fines and other regulatory actions. Our Company has, in the past, experienced delays in the filing of certain forms with the Registrar of Companies (ROC) as required under the Companies Act, 2013. While the company had paid additional fees as penalty for delayed filing and doesn’t foresee any further action against the company, these delays may, in future, attract penalties, fines, and other regulatory actions against our Company, which may adversely affect our financial condition and reputation. The details of some of the forms filed by our company with delay are provided below: Sr. Form Date of Purpose of Delay in filing Particulars No. No. Event Filing in no. of Days 1. MGT-7 30/09/2019 Annual Return Annual Return 21 days 2. MGT- 12/02/2024 Allotment of Bonus Shares Allotment 63 days 14 3. MGT- 12/02/2024 Filing of Board Resolution for Appointment Filing of Resolution 201 days 14 of MD 4. DIR-12 02/03/2024 Change in Designation of Krishan Kumar Particulars of 1 day and Appointment of Naveen Kumar Gupta Appointment, as Independent Director and Appointment of changes among Vivek Kumar, Chief Financial Officer Directors 5. MR-1 02/03/2024 Change in Designation of Krishan Kumar Return of appointment 14 Days from director to Managing Director of managerial personnel 6. MGT- 12/03/2024 Board resolution for CFO appointment Filing of resolution 145 days 14 7. MGT- 12/03/2024 Revised Board resolution for CFO Filing of resolution 168 days 14 appointment 8. MGT- 11/04/2024 Resolution for CS Appointment Filing of resolution 116 days 14 9. MGT- 11/04/2024 Revised form for appointment of CS Filing of resolution 138 days 14 10. MGT- 29/04/2024 Board Resolution for increase in borrowing Filing of resolution 115 days 14 limits of the Company Under section 180(1)(c) Page | 42Sr. Form Date of Purpose of Delay in filing Particulars No. No. Event Filing in no. of Days 11. MGT- 15/07/2024 Filing of Resolution under Sec 179(3) and Filing of Resolution 38 days 14 Others under Companies Act,2013-Board Resolution 12. MGT- 25/07/2024 Filing of Resolution under Sec 179(3) and Filing of Resolution 28 days 14 Others under Companies Act,2013- Resolution 13. DPT-3 31/03/2021 Revised DPT-3 for Financial Year ended Particulars of 1181 days March, 2021 transactions by a company not considered as deposit 14. DPT-3 31/03/2022 Revised DPT-3 for Financial Year ended Particulars of 818 days March, 2022 transactions by a company not considered as deposit 15. DPT-3 31/03/2023 Revised DPT-3 for Financial Year ended Particulars of 453 days March, 2023 transactions by a company not considered as deposit 16. MGT- 02/03/2024 Resolution u/s 180(1) (c), 23, 186 (3), and Filing of Resolution 42 Days 14 196 under Companies Act,2013 17. MSME 30/09/2024 Half yearly return with the registrar in Half yearly return 5 Days respect of outstanding payments to Micro or 01/04/2024 to Small Enterprises 30/09/2024 18. DPT-3 31/03/2025 DPT-3 for Financial Year ended March, Particulars of 1 Day 2025 transactions by a company not considered as deposit Source: Search Report issued by S. Anuj & Co, Company Secretaries, dated July 29, 2025. In addition to above, there are certain RoC forms for which the copies of challans showing the date of payment of filing fees and submission of the forms are not available with the company and therefore it their filing status as to whether these forms were submitted in time or not, cannot be ascertained. While the Company has appointed Company secretary and compliance officer to ensure timely compliance in the future, any recurrence of such delays could result in additional penalties and may also impact our ability to undertake certain corporate actions that require Registrar of Companies (ROC) clearance. There can be no assurance that any such delays or associated penalties will not occur in the future. 24. There are certain delays noticed in some of our records relating to filing of returns and deposit of statutory dues with the taxation and other statutory authorities. In the past, our company has at several instances, delayed in filing GST returns and deposit of statutory dues with regards to EPF and ESIC as a result of which, we have been required to pay the late filing fees along with interest on delayed deposit of due taxes and statutory dues. Details of the same during the financial year 2024-25, 2023-24 and 2022-23 have been disclosed below: GST: Delhi Additional Amount Return Return Deposit/ Delay in Reason for Due date paid including interest Month Type Filing Date days delay & penalty (₹ in lakhs) February- Administrative GSTR3B 20/03/2025 27/03/2025 7 Negligible 2025 problems Administrative January-2025 GSTR3B 20/02/2025 28/02/2025 8 Negligible problems Page | 43Additional Amount Return Return Deposit/ Delay in Reason for Due date paid including interest Month Type Filing Date days delay & penalty (₹ in lakhs) Administrative October-2024 GSTR3B 20/10/2024 22/11/2024 2 Negligible problems September- Working Capital GSTR3B 20/10/2024 29/10/2025 9 0.01 2024 Shortage Administrative August-2024 GSTR3B 20/09/2024 25/09/2025 5 Negligible problems Working Capital July-2024 GSTR3B 20/08/2024 05/09/2025 16 0.01 Shortage Administrative June-2024 GSTR3B 20/07/2024 24/07/2025 4 Negligible problems Working Capital May-2024 GSTR3B 20/06/2024 11/07/2025 21 0.01 Shortage Working Capital April-2024 GSTR3B 20/05/2024 31/05/2025 11 0.01 Shortage Working Capital Feb-2024 GSTR3B 20/03/2024 15/04/2024 26 0.15 Shortage Administrative Jan - 2024 GSTR3B 20/02/2024 11/03/2024 20 - problems Working Capital Nov - 2023 GSTR3B 20/12/2023 03/01/2024 14 0.09 Shortage Administrative Nov-2023 GSTR1 11/12/2023 19/12/2023 8 - problems Administrative Oct - 2023 GSTR3B 20/11/2023 28/11/2023 8 - problems Administrative Oct - 2023 GSTR1 11/11/2023 18/11/2023 7 - problems Working Capital Aug - 2023 GSTR3B 20/09/2023 25/09/2023 5 0.11 Shortage working capital July - 2023 GSTR3B 20/08/2023 31/08/2023 11 0.31 shortage Administrative July - 2023 GSTR1 11/08/2023 18/08/2023 7 - problems Working Capital Jun - 2023 GSTR3B 20/07/2023 18/08/2023 29 0.03 Shortage Working Capital May - 2023 GSTR3B 20/06/2023 29/06/2023 9 0.09 Shortage Administrative May - 2023 GSTR1 11/06/2023 16/06/2023 5 - problems Working Capital Apr - 2023 GSTR3B 20/05/2023 03/06/2023 14 0.07 Shortage Administrative Apr - 2023 GSTR1 11/05/2023 19/05/2023 8 - problems Maharashtra Additional Amount Return Return Deposit/ Delay in Reason for Due date paid including interest Month Type Filing Date days delay & penalty (₹ in lakhs) February- Administrative GSTR3B 20/03/2025 24/03/2025 4 Negligible 2025 problems May-2024 GSTR3B 20/06/2024 22/06/2024 2 Negligible Administrative Page | 44Additional Amount Return Return Deposit/ Delay in Reason for Due date paid including interest Month Type Filing Date days delay & penalty (₹ in lakhs) problems Administrative April-2024 GSTR3B 20/05/2024 23/05/2024 3 Negligible problems Administrative January-2025 GSTR1 11/02/2025 19/02/2025 8 - problems Administrative October-2024 GSTR1 11/11/2024 14/11/2024 3 - problems Administrative August-2024 GSTR1 11/09/2024 12/09/2024 1 - problems Administrative June-2024 GSTR1 11/07/2024 16/07/2024 5 - problems Administrative May-2024 GSTR1 11/06/2024 15/06/2024 4 - problems Administrative April-2024 GSTR1 11/05/2024 23/05/2024 12 - problems Administrative Feb-2024 GSTR3B 20/03/2024 26/03/2024 6 Negligible problems Administrative Jan - 2024 GSTR3B 20/02/2024 01/03/2024 10 - problems Administrative Jan - 2024 GSTR1 11/02/2024 14/02/2024 3 - problems Administrative Dec-2023 GSTR1 11/01/2024 16/01/2024 5 - problems Administrative Oct-2023 GSTR1 11/11/2023 18/11/2023 7 - problems Administrative Jun - 2023 GSTR3B 20/07/2023 25/07/2023 5 - problems Administrative April-2023 GSTR1 11/05/2023 18/05/2023 7 - problems Haryana Additional Amount Return Return Deposit/ Delay in Reason for Due date paid including interest Month Type Filing Date days delay & penalty (₹ in lakhs) February- Administrative GSTR3B 20/03/2025 26/03/2025 6 Negligible 2025 problems December- Administrative GSTR3B 20/01/2025 31/01/2025 11 Negligible 2024 problems November- Administrative GSTR3B 20/12/2024 25/12/2024 5 Negligible 2024 problems October- Administrative GSTR3B 20/11/2024 22/11/2024 2 Negligible 2024 problems September- Administrative GSTR3B 20/10/2024 29/10/2024 9 Negligible 2024 problems Administrative July-2024 GSTR3B 20/08/2024 23/08/2024 3 Negligible problems Administrative April-2024 GSTR3B 20/05/2024 29/05/2024 9 Negligible problems Page | 45Additional Amount Return Return Deposit/ Delay in Reason for Due date paid including interest Month Type Filing Date days delay & penalty (₹ in lakhs) Administrative March-2025 GSTR1 11/04/2025 20/04/2025 9 - problems February- Administrative GSTR1 11/03/2025 19/03/2025 8 - 2025 problems December- Administrative GSTR1 13/01/2025 31/01/2025 18 - 2024 problems November- Administrative GSTR1 11/12/2024 24/12/2024 13 - 2024 problems October- Administrative GSTR1 11/11/2024 22/11/2024 11 - 2024 problems September- Administrative GSTR1 11/10/2024 29/10/2024 18 - 2024 problems Administrative August-2024 GSTR1 11/09/2024 13/09/2024 2 - problems Administrative July-2024 GSTR1 11/08/2024 23/08/2024 3 - problems Administrative June-2024 GSTR1 11/07/2024 20/07/2024 9 - problems Administrative May-2024 GSTR1 11/06/2024 22/06/2024 11 - problems Administrative April-2024 GSTR1 11/05/2024 29/05/2024 18 - problems Administrative Feb-2024 GSTR1 11/03/2024 18/03/2024 7 - problems Administrative Jan-2024 GSTR1 11/02/2024 19/02/2024 8 - problems Administrative Dec-2023 GSTR1 11/01/2024 19/01/2024 8 - problems Administrative Nov-2023 GSTR1 11/12/2023 22/12/2023 11 - problems Administrative Nov-2023 GSTR3B 20/12/2023 22/12/2023 2 Negligible problems Administrative Oct-2023 GSTR1 11/11/2023 23/11/2023 12 - problems Administrative Oct-2023 GSTR3B 20/11/2023 23/11/2023 3 Negligible problems Administrative Sept-2023 GSTR1 11/10/2023 17/10/2023 6 - problems Administrative Aug-2023 GSTR1 11/09/2023 15/09/2023 4 Negligible problems Administrative July-2023 GSTR1 11/08/2023 21/08/2023 10 - problems Administrative July-2023 GSTR3B 20/08/2023 21/08/2023 1 - problems Administrative May-2023 GSTR1 11/06/2023 19/06/2023 8 - problems Administrative April-2023 GSTR1 11/05/2023 18/05/2023 7 - problems Page | 46EPF: Additional Amount Particulars Amount Deposit/ Delay in paid including Reason for (month of return Due date of EPF (₹ Filing Date days interest & penalty delay & Return Type) in lakhs) (₹ in lakhs) Administrative March, 2025 15/04/2025 16/04/2025 0.56 1 day Negligible problems Administrative July, 2024 15/08/2024 27/08/2024 0.52 12 days Negligible problems Administrative May, 2024 15/06/2024 19/06/2024 0.45 4 days Negligible problems Administrative May, 2023 15/06/2023 21/06/2023 0.47 6 days Negligible problems Administrative July, 2022 15/08/2022 25/08/2022 0.41 10 days Negligible problems Administrative June, 2022 15/07/2022 18/07/2022 0.45 3 days Negligible problems Administrative April, 2022 15/05/2022 30/05/2022 0.41 15 days Negligible problems ESIC: Financial Period of Delay Additional Amount paid including Geography Month Year (No. of days) interest & penalty (₹ in lakhs) April, 2022 22 days 2022-23 June, 2022 42 days N.A.* July, 2022 11 days 2023-24 May, 2023 6 days Delhi April, 2024 6 days May, 2024 73 days 2024-25 Negligible June, 2024 43 days July, 2024 12 days April, 2024 124 days Haryana 2024-25 May, 2024 93 days Negligible July, 2024 32 days April, 2024 124 days May, 2024 93 days Maharashtra 2024-25 Negligible June, 2024 63 days July, 2024 32 days * Records related to interest & penalty for such period are not available with the Company. 25. We may not be able to adequately protect or continue to use our intellectual property. As on the date of this Prospectus, we have 1 (one) trademark registration in India under class 39. We have applied for one more Trade Mark registration under class which is in the ‘Objected’ status. There can be no assurance that we will be able to register the said trademark and the logo in future or that third parties will not infringe our intellectual property, causing damage to our business prospects, reputation and goodwill. For further details, please refer to the section titled “Government and Other Approvals” beginning on page no. 249 of this Prospectus. The registration of intellectual property including trademarks is a time-consuming process and there can be no assurance that any registration applications we may pursue will be successful and that such registration will be granted to us. If we fail to register the appropriate intellectual property, or our efforts to protect relevant intellectual property prove to be inadequate, the value attached to our brand and proprietary rights could deteriorate, which could have a material adverse effect on our business growth and prospects, financial condition, results of operations, and cash flows. Page | 4726. If we are unable to manage our growth effectively or if our estimates or assumptions used in developing our strategic plan are inaccurate or we are unable to execute our strategic plan effectively, our business and prospects may be materially and adversely affected. Our revenue and our business operations have grown in recent years. Although we plan to continue to expand our scale of operations, we may not be able to sustain these rates of growth in future periods due to a number of factors, including, among others, our execution capability, our ability to retain, maintain & make new customers, our ability to maintain customer satisfaction, our ability to mobilise sufficient working capital, macroeconomic factors beyond our control such as decline in global economic conditions, competition with other players in the organized and unorganized segments, the greater difficulty of growing at sustained rates from a larger revenue base, our inability to control our expenses and the availability of resources for our growth. There can be no assurance that we will not suffer from capital constraints, operational difficulties or difficulties in expanding existing business operations. The success of our business depends substantially on our ability to implement our business strategies effectively. Even though we have successfully executed our business strategies in the past, there is no guarantee that we can implement the same on time and within the estimated budget going forward, or that we will be able to meet the expectations of our targeted clients. Changes in regulations applicable to us may also make it difficult to implement our business strategies. Failure to implement our business strategies would have a material adverse effect on our business and results of operations. 27. We require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate our business, and the failure to obtain, retain and renew such approvals and licenses in a timely manner or comply with such rules and regulations or at all may adversely affect our operations. We require several statutory and regulatory permits, licenses and approvals to operate our business. We need to make necessary compliances and applications at appropriate stages of our business to continue our operations. There can be no assurance that the relevant authorities will issue these approvals or licenses, or renewals thereof in a timely manner, or at all. In particular our Company has applied for the registration of Trade Mark under class 39 for its logo and application for including Additional Place of Business at Ambala in the GST Registration Certificate for Haryana. Further our Company is yet to apply for Change in address in registration of the Profession Tax Enrolment Certificate in Bengaluru, Karnataka. Further any default by our Company in complying with the terms and conditions subject to which these approvals have been granted, may result in the cancellation of such licenses, approvals or registrations which may adversely affect our operations and financial strength. Further, many of these approvals are granted for fixed periods of time and need renewal from time to time. Non-renewal of the said permits and licenses would adversely affect our Company’s operations, thereby having a material adverse effect on our business, results of operations and financial condition. There can be no assurance that the relevant authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Any failure by us to apply in time, to renew, maintain or obtain the required permits, licenses or approvals, or the cancellation, suspension or revocation of any of the permits, licenses or approvals may result in the interruption of our operations and may have a material adverse effect on the business. For further details, please see chapters titled “Key Industry Regulations” and “Government and Other Approvals” at the beginning on page nos. 144 and 249 respectively of this Prospectus. 28. Any penalty or demand raised by statutory authorities in future may adversely affect our financial position of the Company. Our Company is engaged in the logistics and transportation business which attracts tax liability such as Goods and Service Tax, Income Tax (including dividend distribution tax for dividend payment), and Professional Tax as per the applicable provisions of Law. We are also required to comply with the provisions such as registration under the labour laws like Provident Fund. Although, we have taken all the necessary approvals and/or applied for them and deposited the required returns and taxes under various applicable Acts, any demand or penalty raised by the concerned authority in future for any previous year and current year will affect the financial position of the Company. 29. We could be adversely affected by employee misconduct or errors that are difficult to detect and any such incidents could adversely affect our financial condition, results of operations and reputation. Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and serious harm to our reputation. There can be no assurance that we will be able to detect or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective in all cases. Our employees may also commit errors that could subject us to claims and proceedings for alleged negligence, as well as regulatory actions on account of which our business, financial condition, results of operations and goodwill could be adversely affected. Page | 48Further, employee misconduct can give rise to litigation and claims for damages, which could be time-consuming. These claims may also result in negative publicity and adversely impact our reputation and brand name. Further, as per the terms of certain client contracts, we indemnify our clients against losses or damages suffered by our clients as a result of negligent acts of manpower engaged by us. We may also be affected in our operations by the acts of third parties, including sub-contractors and service providers. Any claims and proceedings for alleged negligence as well as regulatory actions may in turn materially and adversely affect our brand and our reputation, and consequently, our business, financial condition, results of operations and prospects. 30. Our operations are subject to environmental, health and safety laws and regulations. Our operations are subject to various Central and State environmental laws and regulations. Our operations are subject to various Central and State environmental laws and regulations relating to the control of pollution in the various locations in India where we operate. In particular, the discharge or emission or other pollutants into the air that exceed permitted levels by our vehicles and cause damage to others may give rise to liability to the Government and third parties, and may result in our incurring costs to remedy such discharge or emissions. There can be no assurance that compliance with such environmental laws and regulations will not result in a curtailment of operations, or a material increase in the costs of operations, or otherwise have a material adverse effect on the financial condition and results of our operations. Environmental laws and regulations in India have been increasing in severity and it is possible that they will become significantly more stringent in the future. Stricter laws and regulations, or stricter interpretation of the existing laws and regulations, may impose new liabilities on us or result in the need for additional investment in pollution control equipment in our vehicles or may lead our vehicles beyond a certain age to become redundant and not fit for use, either of which could adversely affect our business, financial condition or prospects. While as of the date of this Prospectus, we are not subject to any environmental legal proceedings, we may be involved in such legal proceedings in the course of our business. Such legal proceedings could divert management time and attention, and consume financial resources in defence or prosecution of such legal proceedings. No assurance can be given that we will be successful in all, or any, of such proceedings. 31. Our Promoters have provided personal guarantees for financing facilities availed by our Company and may in the future provide additional guarantees and any failure or default by our Company to repay such facilities in accordance with the terms and conditions of the financing agreements could trigger repayment obligations on them, which may impact their ability to effectively service their obligations as our Promoters and Directors and thereby, adversely impact our business and operations. Our Promoters have personally guaranteed the repayment of certain loan facilities availed by our Company. Our Promoters may continue to provide such guarantees and other security post listing. In case of a default under our loan agreements, any of the guarantees provided by our Promoters may be invoked, which could negatively impact the reputation and net worth of our Promoters. In addition, our guarantors may be required to liquidate their shareholding in our Company to settle the claims of the lenders, thereby diluting their shareholding in our Company. Furthermore, in the event that our Promoters withdraw or terminate their guarantees, our lenders for such facilities may ask for alternate guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities. We may not be successful in procuring guarantees satisfactory to the lenders, and as a result may need to repay outstanding amounts under such facilities or seek additional sources of capital, which could affect our financial condition and cash flows. 32. The average cost of acquisition of Equity Shares by our Promoters may be lower than the issue price of Equity Share. The average cost of acquisition of Equity Shares held by our Promoters may be less than the Issue Price. The details of the average cost of acquisition of Equity Shares held by Krishan Kumar and Rakesh Kumar are set out below: Average Cost of Acquisition per Sr. No. Name of Promoters No. of Equity Shares held equity share (in ₹)* 1. 1. Krishan Kumar 14,00,000 Nil^ 2. 2. Rakesh Kumar 14,00,000 Nil^ *The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the amount paid by them to acquire Shares and Shares allotted to them and as reduced by amount received on sell of shares i.e. net of sale consideration is divided by net quantity of shares acquired. ^ Since the average cost of acquisition is negative, it has been considered as Nil. # As certified by M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated August 06, 2025 having UDIN: 25516377BMJORA5253. Page | 49For further details regarding the average cost of acquisition of Equity Shares by our Promoters in our Company and build-up of Equity Shares of our Promoters in our Company, please see Chapter titled “Capital Structure” beginning on page no. 77 of this Prospectus. 33. Our Promoters and Promoter Group will continue to retain majority shareholding in our Company after this Issue which will allow it to exercise significant influence over us. Upon completion of this Issue, our Promoters and Promoter Group will continue to own 72.94% of our post issue equity share capital. As a result, our Promoters and Promoter Group will have the ability to exercise significant influence over all matters requiring shareholders’ approval, including the election of directors and approval of significant corporate transactions. Our Promoters and Promoter Group will also be in a position to influence any shareholder action or approval requiring a majority vote, except where it is required by applicable laws to abstain from voting. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control. 34. Any future issuance of Equity Shares may dilute your shareholdings, and sale of the Equity Shares by our major shareholders may adversely affect the trading price of our Equity Shares. Any future equity issuance by our Company may lead to the dilution of investors’ shareholdings in our Company. In addition, any sale of substantial Equity Shares in the public market after the completion of this Issue, including by our major shareholders, or the perception that such sales could occur, could adversely affect the market price of the Equity Shares and could significantly impair our future ability to raise capital through offerings of the Equity Shares. We cannot predict what effect, if any, market sales of the Equity Shares held by the major shareholders of our Company or the availability of these Equity Shares for future sale will have on the market price of our Equity Shares. 35. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our Equity Shares may decline below the Issue Price and you may not be able to sell your Equity Shares at or above the Issue Price. The Issue price is based on numerous factors. For further information, see the chapter titled “Basis for Issue Price” beginning on page 100 of this Prospectus and may not be indicative of the market price of our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue and may decline below the Issue Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Issue Price. The factors that could affect our share price are: • Variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues; • Changes in revenue or earnings; • Domestic and international economic, legal and regulatory factors unrelated to our performance. 36. We are not able to guarantee the accuracy of third party information included in this Prospectus. Market information, statistics and data applied and relied upon by us are derived from data reports compiled by government bodies, professional organizations and analysts, information from government publications or other external industry sources. While we have taken reasonable care to ensure that the facts and statistics presented are accurately reproduced from such sources, they have not been independently verified by us and the Book Running Lead Manager, and, therefore, we make no representation as to the accuracy, adequacy or completeness of such facts and statistics. Further, industry sources and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Due to ineffective information collection methods and other problems, the facts and statistics herein may not be comparable to facts and statistics produced for other economies and should not be unduly relied upon. We cannot assure you that the facts and statistics are stated or compiled on the same basis or with the same degree of accuracy as may be the case elsewhere. For further details, see “Industry Overview” beginning on page no. 112 of this Prospectus. 37. Any variation in the utilization of the Net Issue Proceeds as disclosed in this Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of our Company. We propose to utilize the Net Issue Proceeds towards utilization for the capital expenditure, working capital requirement of our Company and general corporate purposes. For further details of the proposed objects of the Issue, see “Objects of the Issue” beginning on page no. 91. However, these objects of the Issue have not been appraised by any bank, financial institution or other independent agency. Further, we cannot determine with any certainty if we would require the Net Issue Proceeds to meet any other expenditure or fund any exigencies arising out of the competitive environment, business conditions, economic conditions or other factors beyond our control. In accordance with the Companies Act, 2013 and the SEBI ICDR Regulations, we cannot undertake any variation in the utilization of the Net Issue Proceeds as disclosed Page | 50in this Prospectus without obtaining the approval of shareholders of our Company through a special resolution. In the event of any such circumstances that require us to vary the disclosed utilization of the Net Issue Proceeds, we may not be able to obtain the approval of the shareholders of our Company in a timely manner, or at all. Any delay or inability in obtaining such approval of the shareholders of our Company may adversely affect our business or operations. Further, our Promoters would be required to provide an exit opportunity to the shareholders of our Company who do not agree with our proposal to modify the objects of the Issue, at a price and manner as prescribed by SEBI. Additionally, the requirement to provide an exit opportunity to such dissenting shareholders of our Company may deter our Promoters from agreeing to the variation of the proposed utilization of the Net Issue Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure that the Promoter will have adequate resources at their disposal at all times to enable them to provide an exit opportunity. In light of these factors, we may not be able to vary the objects of the Issue to use any unutilized proceeds of the Issue, if any, even if such variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in our business or financial condition, if any, which may adversely affect our business and the results of operations. 38. We have not identified any alternate source of raising the funds required for the objects of the Issue and the deployment of funds is entirely at our discretion and as per the details mentioned in the section titled “Objects of the Issue”. Our Company has not identified any alternate source of funding for our object of the Issue and hence any failure or delay on our part to mobilize the required resources or any shortfall in the Issue proceeds can adversely affect our growth plan and profitability. The delay/shortfall in receiving these proceeds could result in inadequacy of funds or may result in borrowing funds on unfavourable terms, both of which scenarios may affect the business operation and financial performance of the company. Further the deployment of the funds raised in the issue will be entirely at the discretion of the management and any revision in the estimates may require us to reschedule our projected expenditure and may have a bearing on our expected revenues and earnings. For further details of Please refer chapter titled “Objects of the Issue” beginning on page no. 91 of this Prospectus. 39. Any delays in the schedule of implementation of our proposed objects could have an adverse impact on our business, financial condition and results of operations. We intend to utilize a portion of the Net Proceeds for funding our capital expenditure requirements which includes, inter alia, for funding capital expenditure requirements of our company towards purchase of trucks (“Vehicles”) and ancillary equipment (“Equipment”). For further information, refer the Chapter titled “Objects of the Issue” beginning on page no. 91. Further, the details of our proposed schedule of implementation and deployment of proceeds, kindly refer heading “Proposed schedule of implementation and deployment of Net Proceeds” in the Chapter titled “Objects of the Issue” beginning on page no. 91. We are subject to risks associated with delays in the schedule of implementation of our proposed objects. These include risks on account of market conditions, competition, price fluctuations and other external factors. In the event we are unable to adhere to our proposed schedule of implementation of our objects, we may be subject to cost escalations which in-turn could have a material adverse impact on our business, financial condition and results of operations. 40. The Objects of the Issue for which funds are being raised are based on our management estimates and the same have not been appraised by any bank or financial institution or any independent agency. The deployment of funds in the project is entirely at our discretion, based on the parameters as mentioned in the chapter titled “Objects of the Issue”. The fund requirement and deployment, as mentioned under chapter titled “Objects of the Issue” beginning on page no. 91 of this Prospectus is based on the estimates of our management and has not been appraised by any bank or financial institution or any other independent agency. These fund requirements are based on our current business plan. We cannot assure that the current business plan will be implemented in its entirety or at all. In view of the highly competitive and dynamic nature of our business, we may have to revise our business plan from time to time and consequently meet these fund requirements. The deployment of the funds as stated under chapter titled “Objects of the Issue” beginning on page no. 91 is at the discretion of our Board of Directors and is not subject to monitoring by any external independent agency. Further, we cannot assure that the actual costs will not vary from the estimated costs. Any such variance may be on account of one or more factors, some of which may be beyond our control. The occurrence of any such event may delay our business plans and/or may have an adverse bearing on our expected revenues and earnings. 41. There is no monitoring agency appointed by Our Company to monitor the utilization of the Issue proceeds and deployment of the issue is entirely at the discretion of the issuer. As per SEBI (ICDR) Regulations, 2018, as amended, appointment of monitoring agency is required only for Issue size above ₹5,000.00 lakhs. Hence, we have not appointed any monitoring agency to monitor the utilization of Issue proceeds Page | 51and because of such, deployment of the issue is entirely at the discretion of the issuer. However, the audit committee of our Board will monitor the utilization of Issue proceeds in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, our Company shall inform about material deviations in the utilization of Issue proceeds to the stock exchange and shall also simultaneously make the material deviations / adverse comments of the audit committee public. 42. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements. We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on factors that our Board of Directors deem relevant, including among others, our results of operations, financial condition, working capital requirements, business prospects and any other financing arrangements. Accordingly, realization of a gain on shareholder’s investments may largely depend upon the appreciation of the price of our Equity Shares. There can be no assurance that our Equity Shares will appreciate in value. For details of our dividend history, see “Dividend Policy” on page no. 175 of this Prospectus. 43. The requirements of being a publicly listed company may strain our resources. We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted company. We will be subject to the SEBI Listing Regulations, which will require us to file audited annual and unaudited quarterly reports with respect to our business and financial condition. If we experience any delays, we may fail to satisfy our reporting obligations and, or, we may not be able to readily determine and accordingly report any changes in our results of operations as promptly as other listed companies. Further, as a publicly listed company, we will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, our management’s attention may be diverted from our business concerns, which may adversely affect our business, prospects, results of operations and financial condition. Any further issuance of Equity Shares, or convertible securities or other equity-linked instruments by us may dilute investors’ shareholding. We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares including through exercise of employee stock options, may lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by the Promoters may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through offering of our Equity Shares or incurring additional debt. In addition, any perception by investors that such issuances or sales might occur may also affect the market price of our Equity Shares. We cannot assure that we will not issue Equity Shares, convertible securities or securities linked to Equity Shares or that our Shareholders will not dispose of, pledge or encumber their Equity Shares in the future. EXTERNAL RISK FACTORS 44. Political, economic or other factors that are beyond our control may have an adverse effect on our business and results of operations. We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which we operate. There have been periods of slowdown in the economic growth of India. Demand for our services may be adversely affected by an economic downturn in domestic, regional and global economies. The Government of India has traditionally exercised and continues to exercise influence over many aspects of the economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. The rate of economic liberalization could change, and specific laws and policies affecting the information technology sector, foreign investment and other matters affecting investment in our securities could change as well. Any significant change in such liberalization and deregulation policies could adversely affect business and economic conditions in India, generally, and our business, prospects, financial condition and results of operations, in particular. 45. Global economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price. Page | 52Global economic and political factors that are beyond our control, influence forecasts directly affect performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in commodities markets, consumer debt levels, unemployment trends and other matters that influence consumer confidence, spending and tourism. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude, which may negatively affect our stock prices. 46. The extent and reliability of Indian infrastructure could adversely affect our Company’s results of operations and financial condition. India’s physical infrastructure is in the developing phase compared to that of many developed nations. Any congestion or disruption in its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt our Company’s normal business activity. Any deterioration of India’s physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies, and add costs to doing business in India. These problems could interrupt our Company’s business operations, which could have an adverse effect on its results of operations and financial condition. 47. Instability in financial markets could materially and adversely affect our results of operations and financial condition. The Indian economy and financial markets are significantly influenced by worldwide economic, financial and market conditions. Any financial turmoil, especially in the United States of America, Europe or Asian sub-continent, may have a negative impact on the Indian economy. Although economic conditions differ in each country, investors’ reactions to any significant developments in one country can have adverse effects on the financial and market conditions in other countries. A loss in investor confidence in the financial systems, particularly in other emerging markets, may cause increased volatility in Indian financial markets. The global financial turmoil, an outcome of the sub-prime mortgage crisis which originated in the United States of America, led to a loss of investor confidence in worldwide financial markets. Indian financial markets have also experienced the contagion effect of the global financial turmoil, evident from the sharp decline in SENSEX, BSE’s benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy and us, thereby resulting in a material and adverse effect on our business, operations, financial condition, profitability and price of our Equity Shares. 48. An outbreak of other infectious or virulent diseases, if uncontrolled, may have an adverse effect on our operations. An outbreak of other infectious or virulent diseases, such as severe acute respiratory syndrome, the COVID-19 virus, the H1N1 virus, avian influenza (bird flu), the Zika virus or the Ebola virus, if uncontrolled, may have a material adverse effect on the economies of certain countries and our operations. If any of our employees or the employees of our suppliers and/or customers are infected with such diseases or if a significant portion of our workforce refuses to work for fear of contracting an infectious disease, our Company, our suppliers and/or our customers may be required to shut down operations for a period of time, and this could adversely affect our business, results of operations and financial condition. 49. Natural calamities could have a negative impact on the Indian economy and cause our Company’s business to suffer. India has experienced natural calamities such as earthquakes, tsunami, floods etc. In recent years, the extent and severity of these natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal rainfall or other natural calamities could have a negative impact on the Indian economy, which could adversely affect our business, prospects, financial condition and results of operations as well as the price of the Equity Shares. 50. Terrorist attacks or war or conflicts involving India or other countries could adversely affect consumer and business sentiment and the financial markets and adversely affect our business. Terrorist attacks and other acts of violence or war may adversely affect global equity markets and economic growth as well as the Indian economy and stock markets. Such acts negatively impact business and economic sentiment, which could adversely affect our business and profitability. Also, India has from time to time experienced, and continues to experience, social and civil unrest and hostilities with neighbouring countries. Armed conflicts could disrupt communications and adversely affect the Indian economy. Such events could also create a perception that investments in Indian companies involve a high degree of risk. This, in turn, could have a material adverse effect on the market for securities of Indian companies, including our Equity Shares. The consequences of any armed conflicts are unpredictable and we therefore may not be able to foresee events that could have an adverse effect on our business. 51. Changing laws, rules and regulations and legal uncertainties in India, including adverse application of tax laws and regulations, may adversely affect our business and financial performance. Page | 53Our business and financial performance could be adversely affected by changes in law or interpretations of existing, or the promulgation of new, laws, rules and regulations in India applicable to us and our business. There can be no assurance that the central or the state governments in India may not implement new regulations and policies which will require us to obtain approvals and licenses from the central or the state governments in India and other regulatory bodies or impose onerous requirements and conditions on our operations. Any such changes and the related uncertainties with respect to the implementation of the new regulations may have a material adverse effect on all our business, financial condition and results of operations. In addition, we may have to incur capital expenditures to comply with the requirements of any new regulations, which may also materially harm our results of operations. For instance, the Government has proposed a comprehensive national goods and services tax (“GST”) regime that will combine taxes and levies by the Central and state Governments into a unified rate structure. Given the limited availability of information in the public domain concerning the GST, we are unable to provide any assurance as to the tax regime following implementation of the GST. The implementation of this new structure may be affected by any disagreement between certain state Governments, which could create uncertainty. Any such future amendments may affect our overall tax efficiency and may result in significant additional taxes becoming payable. 52. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares. Under current Indian tax laws, capital gains arising from the sale of equity shares within 12 months in an Indian company are classified as short-term capital gains and generally taxable. Any gain realized on the sale of listed equity shares on a stock exchange that are held for more than 12 months is considered as long-term capital gains and is taxable at 10%, in excess of Rs.1,00,000. Any long-term gain realized on the sale of equity shares, which are sold other than on a recognized stock exchange and on which no STT has been paid, is also subject to tax in India. Capital gains arising from the sale of equity shares are exempt from taxation in India where an exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable to pay tax in India as well as in their own jurisdiction on a gain on the sale of equity shares. 53. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise financing. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing may be available. This could have an adverse effect on our business and future financial performance, our ability to obtain financing for capital expenditures and the trading price of our Equity Shares. 54. Foreign investors are subject to foreign investment restrictions under Indian law that limit our ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares. Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Indian Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection/tax clearance certificate from the income tax authority. Additionally, the GoI may impose foreign exchange restrictions in certain emergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where the GoI experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in India. These restrictions may require foreign investors to obtain the GoI’s approval before acquiring Indian securities or repatriating the interest or dividends from those securities or the proceeds from the sale of those securities. We cannot assure that any required approval from the RBI or any other GoI agency can be obtained on any particular terms, or at all. 55. A slowdown in economic growth in India may adversely affect our business, financial condition, cash flows, results of operations and prospects. The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may be materially and adversely affected by centre or state political instability or regional conflicts, a general rise in interest rates, inflation, and economic slowdown elsewhere in the world or otherwise. There have been periods of slowdown in the economic growth of India. India’s economic growth is affected by various factors including domestic consumption and savings, balance of trade movements, namely export demand and movements in key imports (oil and oil products), global economic uncertainty and liquidity crisis, volatility in exchange currency rates and annual rainfall which affects agricultural production. Any continued or future slowdown in the Indian economy or a further increase in inflation could have a material adverse effect on the price of our raw materials and demand for our products and, as a Page | 54result, on our business and financial results. The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the U.S. and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investor’s reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss in investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability, including the financial crisis and fluctuations in the stock markets in China and further deterioration of credit conditions in the U.S. or European markets, could also have a negative impact on the Indian economy. Financial disruptions may occur again and could harm our business and financial results. 56. Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition Our financial statements are prepared and presented in conformity with Indian GAAP (Accounting Standards). No attempt has been made to reconcile any of the information given in this document to any other principles or to base it on any other standards. Indian GAAP differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. If our financial statements were to be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial position may be substantially different. Prospective investors should review the accounting policies applied in the preparation of our financial statements, and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. 57. The Equity Shares have never been publicly traded, and the Issue may not result in an active or liquid market for the Equity Shares. Further, the price of the Equity Shares may be volatile, and investors may be unable to resell the Equity Shares at or above the Issue Price. Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the Indian Stock Exchange may not develop or be sustained after the Issue. Listing and quotation do not guarantee that a market for the Equity Shares will develop, or if developed, there will be liquidity of such market for the Equity Shares. The Issue Price of the Equity Shares may bear no relationship to the market price of the Equity Shares after the Issue. The market price of the Equity Shares after the Issue can be volatile as a result of several factors beyond our control, including volatility in the Indian and global securities markets, our results of operations, the performance of our competitors, developments in the Indian and global machine tools industry, changing perceptions in the market about investments in this sector in India, investor perceptions of our future performance, adverse media reports about us or our sector, changes in the estimates of our performance or recommendations by financial analysts, significant developments in India’s economic liberalisation and deregulation policies, and significant developments in India’s fiscal regulations. In addition, the Stock Exchange may experience significant price and volume fluctuations, which may have a material adverse effect on the market price of the Equity Shares. General or industry-specific market conditions or stock performance or domestic or international macroeconomic and geopolitical factors unrelated to our performance may also affect the price of the Equity Shares. In particular, the stock market as a whole in the past has experienced extreme price and volume fluctuations that have affected the market price of many companies in ways that may have been unrelated to the companies’ operating performances. For these reasons, investors should not rely on recent trends to predict future share prices, results of operations or cash flow and financial condition. 58. The ability of Indian companies to raise foreign capital may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies, including those specified under the Foreign Exchange Management Act (the “FEMA”) and the rules thereunder. Such regulatory restrictions limit our financing sources for our projects under development and hence could constrain our ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure that the required approvals will be granted to us without onerous conditions, or at all. Limitations on foreign debt may adversely affect our business growth, results of operations and financial condition. 59. There is no guarantee that our Equity Shares will be listed on the relevant stock exchange in a timely manner or at all. There is no guarantee that our Equity Shares will be listed on the relevant stock exchange in a timely manner or at all. In accordance with Indian law, permission for listing and trading of our Equity Shares will not be granted until after certain actions have been completed in relation to this Issue and until Allotment of Equity Shares pursuant to this Issue. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the Page | 55relevant stock exchange within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals may restrict the ability to dispose of Equity Shares. PROMINENT NOTES 1. Public Issue of 12,96,000 Equity Shares of face value of ₹ 10/- each for cash at a price of ₹ 75/- per equity share including a share premium of ₹ 65/- per equity share (the “Issue Price”) aggregating to ₹ 972.00 lakhs (“the issue”). 2. The Net Asset Value per Equity Share (Post-Bonus) of our Company as per the Restated Standalone Financial Information as on, March 31, 2025, March 31, 2024, and March 31, 2023 is ₹21.78, ₹13.20 and ₹22.41 per Equity Share, respectively and as per the Restated Consolidated Financial Information as on, March 31, 2025 and 2024 was ₹25.08 and ₹14.11 respectively. 3. The Net Worth of our Company as per Restated Standalone Financial Information as on, March 31, 2025 was ₹762.27 lakhs and as per the Restated Consolidated Financial Information as on, March 31, 2025 was ₹877.80 lakhs. 4. Average cost of acquisition of equity shares by our promoters is as follows: Sr. Average Cost of Acquisition per Name of Promoters No. of Equity Shares held No. equity share (in ₹)* 1. Krishan Kumar 14,00,000 Nil^ 2. Rakesh Kumar 14,00,000 Nil^ *The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the amount paid by them to acquire Shares and Shares allotted to them and as reduced by amount received on sell of shares i.e. net of sale consideration is divided by net quantity of shares acquired. ^ Since the average cost of acquisition is negative, it has been considered as Nil. # As certified by M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated August 06, 2025 having UDIN: 25516377BMJORA5253. For further details, please refer to chapter titled “Capital Structure” beginning on page no. 77 of this Prospectus. 5. There has been no change of name of our Company at any time during the last three (3) years immediately preceding the date of filing Prospectus, except pursuant to Conversion of company from private Limited to Public Limited. 6. There has been no financing arrangement whereby our directors or any of their respective relatives have financed the purchase by any other person of securities of our Company during the six (6) months preceding the date of this Prospectus. 7. Except as stated under the chapter titled “Capital Structure” beginning on page no. 70 of this Prospectus, our Company has not issued any Equity Shares for consideration other than cash. 8. Except as disclosed in the chapters titled “Capital Structure”, “Our Promoters and Promoter Group”, “Information with respect to Group Companies” and “Our Management” beginning on page no. 77, 172, 256 and 159 respectively of this Prospectus, none of our Promoters, Directors or Key Managerial Personnel has any interest in our Company. 9. Trading in Equity Shares of our Company for all investors shall be in dematerialized form only. 10. Investors are advised to refer to the chapter titled “Basis for Issue Price” beginning on page 100 of this Prospectus. Investors may contact the Book Running Lead Manager or the Company Secretary & Compliance Officer for any complaint/clarification/information pertaining to the Issue. For contact details of the Book Running Lead Manager and the Company Secretary & Compliance Officer, please refer to chapter titled “General Information” beginning on page 66 of this Prospectus. Page | 56SECTION IV – INTRODUCTION THE ISSUE Present Issue in terms of this Prospectus: Particulars Details Equity Shares Issued through Public Issue of 12,96,000 Equity Shares of face value of ₹10/- each fully paid-up at Issue:*(1)(2) an Issue Price of ₹ 75 per Equity Share aggregating to ₹ 972.00 lakhs. Present Issue of Equity Shares by our Company Of which: Issue Reserved for the Market Makers 94,400 Equity Shares of face value of ₹10/- each fully paid-up for cash at an Issue Price of ₹ 75/- per Equity Share aggregating to ₹ 70.80 lakhs Net Issue to Public(3) 12,01,600 Equity Shares of face value of ₹10/- each fully paid-up for cash at an Issue Price of ₹ 75/- per Equity Share aggregating to ₹ 901.20 lakhs Of which: A. Allocation to Qualified Institutional 5,98,400 Equity Shares of face value of ₹10/- each fully paid-up for cash at Buyers(4) an Issue Price of ₹ 75/- per Equity Share each aggregating to ₹ 448.80 Lakhs Of which: (i) Anchor Investor Portion 3,58,400 Equity Shares of face value of ₹ 10/- fully paid-up for cash at an Issue Price of ₹ 75/- per Equity Share each aggregating to ₹ 268.80 Lakhs (ii) Net QIB portion (assuming Anchor 2,40,000 Equity Shares of face value of ₹ 10/- each fully paid-up for cash at Investor Portion is fully subscribed) an Issue Price of ₹ 75/- per Equity Share each aggregating to ₹ 180.00 Lakhs of which: a) Available for allocation to Mutual 12,800 Equity Shares of ₹ 10/- each at an Issue Price of ₹ 75/- per Equity Funds only (5% of the QIB Portion Share each aggregating to ₹ 9.60 Lakhs (excluding Anchor Investor Portion) b) Balance of QIB Portion for all QIBs 2,27,200 Equity Shares of ₹ 10/- each at an Issue Price of ₹ 75/- per Equity including Mutual Funds. Share each aggregating to ₹ 170.40 Lakhs B. Allocation to Non-Institutional 1,80,800 Equity Shares of face value of ₹ 10/- each at an Issue Price of ₹ Investors (5) 75/- per Equity Share each aggregating to ₹ 135.60 Lakhs C. Allocation to Individual Investor 4,22,400 Equity Shares of face value of ₹ 10/- each at an Issue Price of ₹ who applies for minimum application 75/- per Equity Share each aggregating to ₹ 316.80 Lakhs size Pre-Issue and Post Issue Equity Shares Equity Shares outstanding prior to the 35,00,000 Equity Shares of ₹ 10/- each Issue Equity Shares outstanding after the Issue 47,96,000 Equity Shares of ₹ 10/- each Use of Proceeds For further details, see “Objects of the Issue” on page no. 91 of this Prospectus. * Subject to finalization of the Basis of Allotment. Number of shares may need to be adjusted for lot size upon determination of issue price. (1) The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. This Issue is being made by our company in terms of Regulation of 229 (1) and Regulation 253 (1) of the SEBI ICDR Regulations read with Rule 19(2)(b)(i) of SCRR, wherein not less than 25% of the post – issue paid up equity share capital of our company are being issued to the public for subscription. (2) The present Issue has been authorized pursuant to a resolution of our Board dated July 15, 2024 and by Special Resolution passed under Section 62(1)(c) of the Companies Act, 2013 at an Extra-Ordinary General Meeting of our shareholders held on July 25, 2024. (3) The SEBI ICDR Regulations permit the issue of securities to the public through the Book Building Process, which states that, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non- Page | 57Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Individual Investors who applies for minimum application size and not more than 50% of the Net Issue shall be allotted on a proportionate basis to QIBs, 5% of Net QIB shall be allocated to mutual funds subject to valid Bids being received at or above the Issue Price. (4) Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. The QIB Portion was accordingly reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion was reserved for Mutual Funds, subject to valid Bids being received from Mutual Funds at or above the Anchor Investor Allocation Price. 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders in proportion to their Bids. For further details, see “Issue Procedure” beginning on page no. 281. The allotment of equity shares to applicants other than individual investors who applies for minimum application size, non-institutional investors and anchor investors shall be on proportionate basis within the specified investor categories and the number of equity shares allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed in the Prospectus. Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws. Not less than 15% of the Net Issue was available for allocation to Non-Institutional Bidders. In accordance with the SEBI ICDR Regulations, one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs, and two third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than ₹10 lakhs and not less than 35% of the Net Issue was available for allocation to Individual Investors who applies for minimum application size, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All Bidders, other than the Anchor Investors, are mandatorily required to participate in this Issue only through an Application Supported by Blocked Amount (“ASBA”) process, providing details of their respective bank accounts (including UPI ID for UPI Bidders using UPI Mechanism) in which the Bid amount was blocked by the Self Certified Syndicate Banks or the Sponsor Bank. The Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For further details, please see “Issue Procedure” beginning on page no. 281. In the event of over-subscription, allotment shall be made on a proportionate basis, subject to valid Bids received at or above the Issue Price. Allocation to investors in all categories, except the Individual Investors who applies for minimum application size , non-institutional investors and anchor investors, shall be made on a proportionate basis within the specified investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed in the Prospectus subject to valid bids received at or above the Issue Price. Page | 58SUMMARY OF FINANCIAL INFORMATION Sr. No Particulars Page nos. 1. Summary of Restated Standalone Financial Information 60 to 62 2. Summary of Restated Consolidated Financial Information 63 to 65 [Remainder of the page has been intentionally left blank] Page | 59BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure I: Restated Standalone Statement of Assets and Liabilities (Amount in Rs. Lakh) As at Particulars Annexures 31/Mar/25 31/Mar/24 31/Mar/23 A) EQUITY AND LIABILITIES 1. Shareholders' Funds (a) Share Capital V 350.00 3 50.00 10.00 (b) Reserves & Surplus VI 412.27 1 11.92 1 46.89 (c) Share application money pending allotment VII - - 20.00 2. Non- Current Liabilities (a) Long Term Borrowings VIII 705.53 5 79.62 4 24.08 (b) Deferred Tax Liabilities(net) IX - - - (c) Other Long-Term Liabilities - - - (d) Long-Term Provisions X 4.07 1.94 1.45 3. Current Liabilities (a) Short Term Borrowings XI 503.01 3 72.91 3 03.48 (b) Trade Payables XII -total outstanding dues of micro enterprises and small enterprises; and 20.67 45.69 - -total outstanding dues of creditors other than micro enterprises and small enterprises 298.68 3 03.60 2 69.82 (c) Other Current Liabilities XIII 65.72 73.35 41.80 (d) Short-Term Provisions XIV 114.63 1 02.15 58.27 Total 2,474.59 1 ,941.19 1 ,275.79 B) ASSETS 1. Non-Current Assets (a) Property, Plant and Equipment XV(A) 659.31 4 98.95 4 63.53 (b) Intangible Assets - - - (c) Capital Work-in-Progress XV(B) 123.63 1 62.78 - (d) Intangible Assets under Development XV(C) 3.50 3.50 2.00 (e) Non-Current Investments XVI 66.00 66.00 - (f) Deferred Tax Asset (Net) IX 20.04 10.82 2.79 (g) Long-Term Loans and Advances - - - (h) Other Non-Current Assets XVII 54.50 10.09 - 2 Current Assets (a) Current Investments - - - (b) Inventories - - - (c) Trade Receivables XVIII 1,218.38 9 11.34 6 29.23 (d) Cash and Cash Equivalents XIX 14.58 18.06 17.89 (e) Short-Term Loans and Advances XX 169.57 1 40.65 68.44 (f) Other Current Assets XXI 145.07 1 18.99 91.91 Total 2,474.59 1 ,941.19 1 ,275.79 (126.44) (126.66) 1 06.80 Note: The above statement should be read with the restated standalone statement of profit and loss, restated standalone statement of cash flows and restated standalone statement of significant accounting policies and notes to standalone restated financial information as appearing in Annexures II, III, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N (CA Jatin Jain) Rakesh Kumar Krishan Kumar Partner Whole Time Director Chairman and Managing Director M No.- 516377 DIN : 03588589 DIN: 03588595 UDIN: 25516377BMJOPL6169 Dated: 21/07/2025 Place: New Delhi Vivek Kumar Rama Kanojia CFO Company Secretary M. No.- A72774 Page | 60BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure II: Restated Standalone Statement of Profit and Loss (Amount in Rs. Lakh) For the year ended Particulars Annexures 31/Mar/25 31/Mar/24 31/Mar/23 INCOME: I Revenue From Operations XXII 4 ,792.48 3,971.44 3,103.14 II Other Income XXIII 2 6.32 32.37 6 8.81 III Total Income (I + II) 4 ,818.80 4,003.81 3,171.96 IV EXPENDITURE: Cost of Operating Expenses XXIV 3 ,719.38 3,053.95 2,469.28 Purchase of Stock In trade - - - Change in Inventory of Finished Goods, WIP and Stock in Trade - - - Employee Benefit Expense XXV 1 81.07 145.08 5 6.06 Finance Costs XXVI 7 8.98 76.53 6 6.92 Depreciation XXVII 2 96.64 255.15 201.12 Other Expenses XXVIII 1 32.47 114.96 179.21 Total Expenditure 4 ,408.54 3,645.67 2,972.59 Profit/(Loss) Before Exceptional, Extraordinary Items & V Prior Period Items & Tax 4 10.26 358.14 199.36 VI Exceptional Items - - - Profit/(Loss) Before Extraordinary Items & Prior Period VII Items & Tax 4 10.26 358.14 199.36 VIII Extraordinary Items - - - - - - IX Profit Before Taxes (VII - VIII) 4 10.26 358.14 199.36 Taxation Epenses Current Tax 1 14.07 101.14 5 8.27 Earlier Year Taxes 5 .06 Deferred Tax IX (9.22) (8.04) 5 .60 Net Tax Expense 1 09.91 93.10 6 3.87 Restated Profit/(Loss) for the period 3 00.35 265.04 135.49 Earning per Equity Share XXIX Basic EPS 8 .58 7.59 1 9.36 Diluted EPS 8 .58 7.59 1 9.36 Note: The above statement should be read with the restated standalone statement of assets and liabilities, restated standalone statement of cash flows and restated standalone statement of significant accounting policies and notes to standalone restated financial information as appearing in Annexures I, III, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Director Chairman and Managing Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPL6169 Dated: 21/07/2025 Vivek Kumar Rama Kanojia Place: New Delhi CFO Company Secretary M. No.- A72774 Page | 61BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure III: Restated Standalone Statement of Cash Flows (Amount in Rs. Lakh) Particulars For the year ended 31/Mar/25 31/Mar/24 31/Mar/23 A Cash Flow From Operating Activities Net Profit/(Loss) Before Tax 410.26 3 58.14 199.36 Adjustment For: Depreciation 296.64 2 55.15 201.12 Interest on Fixed Deposit ( 1.42) (0.22) - Interest Expenses 77.61 7 6.44 6 6.78 (Profit)/Loss on Disposal of assets ( 7.84) (7.99) ( 47.66) Operating Profit Before Working Capital Changes 775.26 6 81.52 419.60 Changes in Working Capital Change in Trade Receivables ( 307.04) (282.11) ( 244.00) Change in Loans and Advances ( 28.93) (72.21) 1 3.45 Change in Other Current Assets & Non Current Assets ( 70.48) (37.17) ( 21.31) Change in Trade Payables ( 29.94) 7 9.47 216.46 Change in Provisions 14.61 4 4.37 4 8.80 Change in Deferred Tax Asset (Net) ( 9.22) (8.04) 5 .60 Change in Other Current Liabilities ( 7.63) 2 8.35 ( 22.22) Cash Generated From Operations 336.63 4 34.18 416.39 Direct Taxes Paid 109.91 9 3.10 6 3.87 Net Cash Flows From Operating Activities(A) 226.72 3 41.08 352.52 B Cash Flow From Investing Activities Purchase of Property, Plant and Equipment ( 297.97) (296.79) ( 210.08) Sale of Property, Plant and Equipment 11.59 1 4.22 4 7.66 Intangible Assets under Development - (1.50) (2.00) Capital WIP Addition ( 123.63) (162.78) - Interest on Fixed Deposit 1.42 0 .22 - Investment in shares - (66.00) - Net Cash Flow From Investing Activities (B) ( 408.60) (512.63) ( 164.42) C Cash Flow From Financing Activities Share Application Money Pending Allotment - (20.00) 2 0.00 Proceeds From Issue of Equity Shares - 4 0.00 - Proceeds From Long Term Borrowings 622.34 6 46.77 171.81 Repayments of Long Term Borrowings ( 442.85) (491.22) ( 333.46) Proceeds from Short Term Borrowings 100.00 6 9.43 5 .55 Repayments of Short Term Borrowings ( 23.48) - - Interest Paid ( 77.61) (73.24) ( 66.78) Net Cash Flow From Financing Activities ( C) 178.39 1 71.73 ( 202.88) Net Change in Cash (A+B+C) ( 3.48) 0 .17 ( 14.79) Cash and Cash Equivalents at the Beginning of Period 18.06 1 7.89 3 2.68 Cash and Cash Equivalents at the End of Period 14.58 1 8.06 1 7.89 Note: The above statement should be read with the restated standalone statement of assets and liabilities, restated standalone statement of profit and loss, restated standalone statement of significant accounting policies and notes to standalone restated financial information as appearing in Annexures I, II, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N (CA Jatin Jain) Rakesh Kumar Krishan Kumar Partner Whole Time Director Chairman and Managing Director M No.- 516377 DIN : 03588589 DIN: 03588595 UDIN: 25516377BMJOPL6169 Dated: 21/07/2025 Place: New Delhi Vivek Kumar Rama Kanojia CFO Company Secretary M. No.- A72774 Page | 62BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure I: Restated Consolidated Statement of Assets and Liabilities (Amount in Rs. Lakh) As at Particulars Annexures 31/Mar/25 31/Mar/24 A) EQUITY AND LIABILITIES 1 Shareholders' Funds (a) Share Capital V 3 50.00 350.00 (b) Reserves & Surplus VI 5 29.61 145.75 (c) Share application money pending allotment - - 2 Minority interest VII 0 .00 0.00 3 Non- Current Liabilities (a) Long Term Borrowings VIII 7 41.17 733.25 (b) Deferred Tax Liabilities(net) IX - - (c) Other Long-Term Liabilities - - (d) Long-Term Provisions X 4 .07 1.94 4 Current Liabilities (a) Short Term Borrowings XI 6 23.67 468.56 (b) Trade Payables XII -total outstanding dues of MSME 2 9.97 59.58 -total outstanding dues of creditors other than MSME 1 16.23 137.02 (c) Other Current Liabilities XIII 8 3.28 106.96 (d) Short-Term Provisions XIV 1 48.63 129.18 Total 2,626.65 2 ,132.24 B) ASSETS 1 Non-Current Assets (a) Property, Plant and Equipment XV(A) 7 53.82 656.50 (b) Intangible Assets - - (c) Capital Work-in-Progress XV(B) 1 23.63 162.78 (d) Intangible Assets under Development XV(C) 3 .50 3.50 (e) Non-Current Investments - - (f) Deferred Tax Asset (Net) IX 2 4.89 11.06 (g) Long-Term Loans and Advances - - (h) Other Non-Current Assets XVI 5 4.50 10.09 2 Current Assets (a) Current Investments - - (b) Inventories - - (c) Trade Receivables XVII 1,299.18 976.58 (d) Cash and Cash Equivalents XVIII 1 8.07 21.71 (e) Short-Term Loans and Advances XIX 1 81.52 153.95 (f) Other Current Assets XX 1 67.53 136.07 Total 2,626.65 2 ,132.24 (302.28) ( 0.49) Note: The above statement should be read with the restated consolidated statement of profit and loss, restated consolidated statement of cash flows, restated consolidated statement of significant accounting policies and notes to consolidated restated financial informations as appearing in Annexures II, III, IV(A) and IV(B) respectively In terms of our report of even date For and on behalf of the Board of Directors of BLT Logistics Limited For Jain Agarwal & co. Chartered Accountants FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Chairman and Director Managing Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPN7494 Rama Kanojia Dated: 21.07.2025 Vivek Kumar Company Secretary Place: New Delhi CFO M. No.- A72774 Page | 63BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure II: Restated Consolidated Statement of Profit and Loss (Amount in Rs. Lakh) For the year ended Particulars Annexures 31/Mar/25 31/Mar/24 REVENUE: (I) Revenue From Operations XXI 4,916.91 4 ,034.54 (II) Other Income XXII 2 6.41 38.64 (III) Total Revenue (I+II) 4,943.31 4 ,073.18 (IV) EXPENDITURE: Cost of Operating Expenses XXIII 3,622.52 2 ,897.59 Purchase of Stock In trade - - Change in Inventory of Finished Goods, WIP and Stock in Trade - - Employee Benefit Expenses XXIV 1 93.40 163.97 Finance Cost XXV 9 4.81 101.75 Depreciation XXVI 3 60.62 362.94 Other Expenses XXVII 1 45.02 125.46 Total Expenditure 4,416.37 3 ,651.71 Restated Consolidated Profit/(Loss) Before Exceptional, Extraordinary (V) Items & Prior Period Items & Tax (III-IV) 5 26.94 421.47 (VI) Exceptional Items - - Restated Consolidated Profit/(Loss) Before Extraordinary Items & Prior (VII) Period Items & Tax (V)-(VII) 5 26.94 421.47 (VIII) Extraordinary Items - - (IX) Profit Before Taxes (VII-VIII) 5 26.94 4 21.47 (X) Tax Expense Current Tax 1 48.07 127.93 Earlier Year Taxes 8 .84 ( 0.22) Deferred Tax IX (13.83) ( 19.23) Total Tax Expense 1 43.07 1 08.48 (XI) Restated Consolidated Profit/(Loss) before Minority share (IX)-(X) 3 83.86 3 12.98 (XII) Less: Minority Interest share in Profit (0.00) ( 0.00) (XIII) Restated Consolidated Profit/(Loss) for the period (XI)-(XII) 3 83.86 3 12.98 (XIV) Earning per Equity Share XXVIII Basic EPS 1 0.97 8.97 Diluted EPS 1 0.97 8.97 Note: The above statement should be read with the restated consolidated statement of assets and liabilities, restated consolidated statement of cash flows, restated consolidated statement of significant accounting policies and notes to consolidated restated financial informations as appearing in Annexures I, III, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Chairman and Managing Director Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPN7494 Rama Kanojia Dated: 21.07.2025 Vivek Kumar Company Secretary Place: New Delhi CFO M. No.- A72774 Page | 64BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure III: Restated Consolidated Statement of Cash Flows (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 A Cash Flow From Operating Activities Profit / (loss) before tax and after prior period 5 26.94 405.54 Adjustment For: Depreciation 360.62 362.94 Interest Expenses 93.45 101.64 Interest on Fixed Deposit ( 1.42) (0.22) Profit on sale of Property, Plant and Equipment ( 7.84) (7.99) Operating Profit Before Working Capital Changes 9 71.76 861.90 Changes in Working Capital Change in Trade Receivables (322.61) (347.35) Change in Loans and Advances ( 27.57) (85.52) Change in Inventories - - Change in Other Current Assets ( 31.46) (44.16) Change in Other Non-Current Assets ( 44.41) (10.09) Change in Trade Payables ( 50.40) (73.22) Change in Provisions 21.59 71.92 Change in Deferred Tax Asset (Net) ( 13.83) 10.43 Change in Other Current Liabilities ( 23.69) 65.16 Cash Generated From Operations 4 79.39 449.08 Direct Taxes Paid 1 43.07 127.71 Net Cash Flows From Operating Activities(A) 3 36.31 321.37 B Cash Flow From Investing Activities Purchase of Property, Plant and Equipment (298.92) (562.12) Sale of Property, Plant and Equipment 11.59 14.22 Intangible Assets under Development - (1.50) Capital WIP Addition (123.63) (162.78) Interest on Fixed Deposit 1.42 0.22 Net Cash Flow From Investing Activities (B) (409.54) (711.97) C Cash Flow From Financing Activities Proceeds From Issue of Equity Shares - 40.00 Proceeds From Long Term Borrowings 6 22.34 887.36 Repayments of Long Term Borrowings (538.50) (578.18) Proceeds from Short Term Borrowings 1 04.96 165.07 Repayments of Short Term Borrowings ( 25.76) - Share Application Money Pending Allotment - (20.00) Proceeds from Minority Interest - 1.81 Interest Expenses ( 93.45) (101.64) Net Cash Flow From Financing Activities ( C) 69.59 394.42 Net Change in Cash (A+B+C) ( 3.64) 3.82 Cash and Cash Equivalents at the Beginning of Years 21.71 17.89 Cash and Cash Equivalents at the End of Year 18.07 21.71 - Note: The above statement should be read with the restated consolidated statement of assets and liabilities, restated consolidated statement of profit and loss, restated consolidated statement of significant accounting policies and notes to consolidated restated financial informations as appearing in Annexures I, II, IV(A) and IV(B) respectively In terms of our report of even date For and on behalf of the Board of Directors of BLT Logistics Limited For Jain Agarwal & co. Chartered Accountants FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Chairman and Managing Director Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPN7494 Rama Kanojia Dated: 21.07.2025 Vivek Kumar Company Secretary Place: New Delhi CFO M. No.- A72774 Page | 65SECTION V – GENERAL INFORMATION Our Company was originally registered in the name of “BLT Logistics Private Limited” and received a Certificate of Incorporation dated September 06, 2011, from the Registrar of Companies, National Capital Territory of Delhi and Haryana. Later on, our Company was converted into a Public Limited Company pursuant to the shareholders' resolution passed at the Extra-ordinary General Meeting of our Company held on December 30, 2023, and the name of our Company was changed to “BLT Logistics Limited”. A fresh Certificate of Incorporation consequent upon conversion from Private Limited Company to Public Limited Company dated February 09, 2024, was issued by the Registrar of Companies, Delhi. The Corporate Identification Number of our Company is U63000DL2011PLC224622. For details of change in registered office of our Company, please refer to chapter titled “History and Corporate Structure” beginning on page no. 154 of this Prospectus. BRIEF INFORMATION ON COMPANY AND ISSUE Particulars Details Name of Issuer BLT Logistics Limited Registered Office Plot No 304 A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, New Delhi, Delhi, India, 110078 Telephone No.: +91 11 3545 4842 Web site: www.bltlogistics.com E-Mail: cs@bltlogistics.com Contact Person: Rama Kanojia Date of Incorporation September 06, 2011 Company Identification Number U63000DL2011PLC224622 Company Registration Number 224622 Company Category Company Limited by Shares Registrar of Company ROC- Delhi Address of the RoC 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi - 110019 Phone: 011-26235707 Company Secretary and Compliance Rama Kanojia Officer Address: Plot No 304 A/2 Kh 14/20/1 G/F, Patel Garden, Kakrola, South West Delhi, New Delhi, Delhi, India, 110078 E-mail: cs@bltlogistics.com Contact No.: +91 11 3545 4842 Designated Stock Exchange SME Platform of BSE Limited Address: Phiroze Jeejeebhoy Towers, Dalal St, Kala Ghoda, Fort, Mumbai, Maharashtra - 400001 Issue Programme Bid/Issue Monday, Bid/Issue Closed Wednesday, Opened On: August 04, 2025 On: August 06, 2025 Anchor Bid Opened and Closed on: Friday, August 01, 2025 Note: Applications and any revisions to the same were accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Issue Period at the Application Centres mentioned in the Application Form, or in the case of ASBA Applicants, at the Designated Bank Branches except that on the Issue Closing Date applications were accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time). Applications were accepted only on Working Days. The UPI mandate acceptance / confirmation end time and date was be at 5.00 p.m. on the Bid/ Issue Closing Date. Investor Grievances: Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Issue, in case of any pre-issue or post-issue related problems, such as non-receipt of letters of allotment, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc. All grievances relating to the ASBA process and UPI Process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB to whom the Application was submitted or Sponsor Bank, as the case may be. The Applicant should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, UPI ID (in case of Individual Investor’s if applicable), date of submission of the Bid cum Application Form, Page | 66address of the Bidder, number of Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder. Further, the Investors shall also enclose a copy of the Acknowledgement Slip received from the Designated Intermediaries/SCSB in addition to the information mentioned hereinabove. For all Issue related queries and for redressal of complaints, Applicants may also write to the Book Running Lead Manager. All complaints, queries or comments received by Stock Exchange/SEBI shall be forwarded to the Book Running Lead Manager. BOARD OF DIRECTORS OF OUR COMPANY Presently our Board of Directors comprises following Directors. Sr. Name Designation Address DIN No. Chairman and 43, Shivani Enclave, Kakrola, Delhi – 110078, 1. Krishan Kumar 03588595 Managing Director India. 43, Shivani Enclave, 17-10-2, Uttam Nagar East, 2. Rakesh Kumar Whole Time Director 03588589 Delhi – 110078, India. A137/4 Raj Park, Sultanpuri, C Block, North West 3. Rajni Sharma Independent Director 10240283 Delhi, Delhi-110086, India. Naveen Kumar House No B4/43B LIG DDA Flats Ashok Vihar 4. Independent Director 10509914 Gupta Phase 2, North West Delhi, Delhi- 110052, India. For further details pertaining to the education qualification and experience of our directors, please refer the chapter titled “Our Management” beginning on page no. 159 of this Prospectus. DETAILS OF KEY MARKET INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE BEELINE CAPITAL ADVISORS PRIVATE SKYLINE FINANCIAL SERVICES PRIVATE LIMITED LIMITED SEBI Registration Number: INM000012917 SEBI Registration Number: INR000003241 Address: B 1311-1314, Thirteenth Floor, Shilp Corporate Address: D-153A, 1st floor, Phase I, Okhla Industrial Park, Rajpath Rangoli Road, Thaltej, Ahmedabad- 380054, Area, Delhi- 110020, India. Gujarat, India. Telephone: +91-11-26812682/83, +91 99995 89085 Telephone Number: + 91 79 49185784 Email: admin@skylinerta.com Email Id: mb@beelinemb.com. Website: www.skylinerta.com Investors Grievance Id: ig@beelinemb.com Investor Grievance Email: grievances@skylinerta.com Website: www.beelinemb.com Contact Person: Anuj Rana Contact Person: Nikhil Shah CIN: U74899DL1995PTC071324 CIN: U67190GJ2020PTC114322 STATUTORY & PEER REVIEW AUDITORS OF LEGAL ADVISOR TO THE COMPANY THE COMPANY M/s Jain Agarwal & Company Zenith India Lawyers Chartered Accountants Address: D-49, Sushant Lok-III, Sector-57, Gurugram, Address: BB-80B, West Shalimar Bagh, New Delhi- Haryana-122003 110088 Email: raj@zilawyers.com Tel. No.: 011-47479799 Website: www.zilawyers.com Email Id: itax@jainagarwalca.com Contact Person: Raj Rani Bhalla Contact Person: CA Jatin Jain Tel No.: 0124-4240681 Membership No.: 516377 Peer Review No.: 013423 Firm Registration No: 024866N Page | 67BANKERS TO THE ISSUE, REFUND BANKER AND BANKERS TO THE COMPANY SPONSOR BANK ICICI BANK LIMITED AXIS BANK LIMITED Address: Plot NO. 1, Govardhan Park, Near Uttam Nagar, Address: SBR Westport, Ground & First Floor Westport, West Metro Station New Delhi, 110059 Near Taj Hotel, Sindhu Bhavan Road, Shilaj, Ahmedabad, Tel No- +91 9899742754 Gujarat-380059 Email: kuldeep.goel@icicibank.com Tel: 91 919825609062 Website: www.icicibank.com Fax: NA Contact Person: Kuldeep Goel Email: SBRWESTPORT.Branchhead@axisbank.com Website: www.axisbank.com Contact Person: Adarsh Nair SEBI Registration Number: INBI00000017 CIN: L65110GJ1993PLC020769 SYNDICATE MEMBER SPREAD X SECURITIES PRIVATE LIMITED CIN: U65999GJ2022PTC133525 Address: Shilp Corporate Park, B Block, 13th Floor, B-1309, Near Rajpath Club, Rajpath Rangoli Road, S. G. Highway, Ahmedabad – 380054, Gujarat, India Tel: +91 79 6907 2018 Contact Person: Mrs. Khushbu Nikhilkumar Shah Email Id: info@spreadx.in Website: www.spreadx.in SEBI Registration No.: INZ000310930 DESIGNATED INTERMEDIARIES Self-Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidders), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may be prescribed by SEBI from time to time. Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of Bidders (other than RIBs) is provided on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from time to time or at such other website as may be prescribed by SEBI from time to time. Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at www.sebi.gov.in. Self-Certified Syndicate Banks eligible as Sponsor Banks for UPI In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 and SEBI circular No SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the UPI Bidders may only apply through the SCSBs and mobile applications whose names appears on the website of the SEBI, which may be updated from time to time. A list of SCSBs and mobile applications, using the UPI handles and which are live for applying in public issues using UPI mechanism, is provided in the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The said list is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, as updated from time to time. BROKERS TO THE ISSUE Bidders can submit ASBA Forms in the Issue using the stockbroker network of the stock exchange, i.e. through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address, Page | 68telephone number and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/ and https://www.nseindia.com/, as updated from time to time. REGISTRAR TO ISSUE AND SHARE TRANSFER AGENTS The list of the Registrar to Issue and Share Transfer Agents (RTAs) eligible to accept Applications forms at the Designated RTA Locations, including details such as address, telephone number and e-mail address, are provided at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10 , as updated from time to time. COLLECTING DEPOSITORY PARTICIPANTS The list of the Collecting Depository Participants (CDPs) eligible to accept Application Forms at the Designated CDP Locations, including details such as name and contact details, are provided at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 for NSDL CDPs and at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18 for CDSL CDPs, as updated from time to time. The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the Bid cum Application Forms from the Designated Intermediaries were available on the website of the SEBI (www.sebi.gov.in) and updated from time to time. STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES Since Beeline Capital Advisors Private Limited is only Book Running Lead Manager to the issue, all the responsibility of the issue will be managed by them. CREDIT RATING As this is an issue of Equity Shares, there is no credit rating for this Issue. IPO GRADING Since the issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 there is no requirement of appointing an IPO Grading agency. GREEN SHOE OPTION No green shoe option is applicable for the Issue. FILING OF ISSUE DOCUMENT WITH THE BOARD AND THE REGISTRAR OF COMPANIES The Draft Red Herring Prospectus has been filed with BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai, India. Draft Red Herring Prospectus has not been filed with SEBI nor will SEBI issue any observation on the draft offer document in terms of Regulation 246(2) of the SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018 and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in. A copy of Prospectus will be available on the website of the company www.bltlogistics.com, Book Running Lead Manager www.beelinemb.com and stock exchange https://www.bseindia.com/ The Red Herring Prospectus has been filed with BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai, India. A copy of the Red Herring Prospectus, along with the material documents and contracts required was filed with the RoC in accordance with Section 32 of the Companies Act and a copy of the Prospectus required to be filed under Section 26 of the Companies Act, will be filed with the RoC situated at Registrar of Companies, Delhi through the electronic portal at http://www.mca.gov.in/mcafoportal. and the same will also be available on the website of the company www.bltlogistics.com for inspection. DEBENTURE TRUSTEES As this issue is of Equity Shares, the appointment of Debenture Trustees is not required. EXPERT OPINION Except for reports and certificates from Peer Review Auditors and Statutory Auditor of the Company and in respect of the Examination Report on Restated Standalone Financial Information, the examination report on Restated Financial Information and certificates issued in relation to the Initial Public Offer (IPO) and Legal advisors to the issue in relation to the Legal Due Diligence Report, we have not obtained any other expert opinions. Page | 69CHANGES IN AUDITORS No changes have taken place in the Auditors during the last three years preceding the date of this Prospectus, except as disclosed below: Particulars Date of Appointment Date of Change Reason for Change M/s. Swati Garg & Co. Address: Shakti Steel Traders G.T Road, Panipat, Haryana, 132103 Due to Pre-occupation in Tel: +91-9811377347 December 31, 2020 August 15, 2022 other assignments. Email.: caswatigarg2012@gmail.com FRN: 0027636N Contact Person: CA Swati Garg M/s. Sanket Jain & Co. Address: H.No. 734, Sector 11, Huda, Near Police Station, Panipat, Haryana 132103 Due to pre-occupation in September 30, 2022 August 28, 2023 Tel: 8059999914 other assignments Email.: sanket.jain734@gmail.com FRN: 035857N Contact Person: CA Sanket Jain M/s. Mehta Garg & Associates. Address: Opp Cloth Market, Main Road Barwala, Hisar, Haryana,125121 Auditor appointed in case September 15, 2023 - Tel: 9034603576, 7015936208 of casual vacancy Email.: camehtarohit@gmail.com FRN:027084N Contact Person: CA Rohit Mehta M/s. Mehta Garg & Associates. Address: Opp Cloth Market, Main Road Barwala, Hisar, Haryana,125121 Due to pre-occupation in September 30, 2023 March 21, 2024 Tel: 9034603576, 7015936208 other assignments Email.: camehtarohit@gmail.com FRN:027084N Contact Person: CA Rohit Mehta M/s Jain Agarwal & Company Address: BB 80B, West Shalimar Bagh, New Delhi, 110088 Auditor appointed in case Telephone: +91-11-4747, 41251000 March 29, 2024 - of casual vacancy Email: itax@jainagarwalca.com FNR:024866N Contact Person: CA Jatin Jain APPRAISAL AND MONITORING AGENCY As per SEBI (ICDR) Regulations, 2018, appointment of monitoring agency is required only if Issue size exceeds ₹ 5,000 Lakh. Hence, our Company is not required to appoint a monitoring agency in relation to the issue. However, the Audit Committee of our Company will be monitoring the utilization of the Issue Proceeds. The issuer shall submit a certificate of the statutory auditor for utilization of money raised through this public issue to the SME exchange while filing the half-yearly financial results, till the issue proceeds are fully utilized. The objects of the issue and deployment of funds are not appraised by any independent agency/bank/financial institution. BOOK BUILDING PROCESS Page | 70Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus within the Price Band. The Price Band was determined by our Company in consultation with the Book Running Lead Manager in accordance with the Book Building Process, and was advertised in in all editions of the English national newspaper, all editions of Hindi national newspaper and in regional newspaper where our registered office is situated at least two working days prior to the Bid/ Issue Opening date. The Issue Price was determined by our Company, in consultation with the Book Running Lead Manager in accordance with the Book Building Process after the Bid/ Issue Closing Date. Principal parties involved in the Book Building Process are: - ➢ Our Company; ➢ The Book Running Lead Manager in this case being Beeline Capital Advisors Private Limited, ➢ The Syndicate Member(s) who are intermediaries registered with SEBI / registered as brokers with BSE and eligible to act as Underwriters. The Syndicate Member was appointed by the Book Running Lead Manager; ➢ The Registrar to the Issue; ➢ The Escrow Collection Banks/ Bankers to the Issue and ➢ The Designated Intermediaries and Sponsor bank The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process, wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations The Issue has been made through the Book Building Process wherein 50% of the Net Issue was made available for allocation on a proportionate basis to QIBs, provided that our Company in consultation with the BRLM allocated upto 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations (the “Anchor Investor Portion”), out of which one third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price. 5% of the QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15 % of the Net Issue was made available for allocation on a proportionate basis to Non- Institutional Bidders in the following manner a) one third of the portion available to non-institutional investors was reserved for applicants with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs b) two third of the portion available to non-institutional investors was reserved for applicants with application size of more than ₹10 lakhs and not less than 35 % of the Net Issue was made available for allocation to Individual Bidders, who applies for minimum application size in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders, other than Anchor Investors participated in the Issue through an ASBA process by providing details of their respective bank account which were blocked by the SCSBs or, in the case of UPI Bidders, by using the UPI Mechanism. All Bidders were mandatorily required to utilize the ASBA process to participate in the Issue. Under- subscription if any, in any category, except in the QIB Category, would be allowed to be met with spill over from any other category or a combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange. All Bidders, were mandatorily required to use the ASBA process for participating in the Issue in accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-Institutional Bidders bidding in the Non-Institutional Portion were not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Individual Bidders could not revise their Bids during the Bid/Issue Period and withdraw their Bids until the Bid/Issue Closing Date. Further, Anchor Investors could not withdraw their Bids after the Anchor Investor Bid/ Issue Period. Allocation to the Anchor Investors was made on a discretionary basis. Downward Modification and cancellation were not applicable to any of the category of bidding. In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors (except Anchor Investors) applying in a public Issue shall use only Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public issue may use either Application Supported by Blocked Amount (ASBA) facility for making application or also can use UPI as a payment mechanism with Application Supported by Blocked Amount for making application. For Page | 71details in this regards, specific attention is invited to the chapter titled “Issue Procedure” beginning on page no. 281 of the Prospectus. The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid or application in the Issue. For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” beginning on page no. 281 of this Prospectus. Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various investors. Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription 500 24 500 16.67% 1,000 23 1,500 50.00% 1,500 22 3,000 100.00% 2,000 21 5,000 166.67% 2,500 20 7,500 250.00% The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to issue the desired number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The Company in consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹ 22.00. All Bids at or above this Issue Price are valid Bids and are considered for allocation in the respective categories. Steps to be taken by the Bidders for Bidding: ⮚ Check eligibility for making a Bid (see section titled “Issue Procedure” beginning on page no. 281 of this Prospectus); ⮚ Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application Form; ⮚ Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the Depositories. ⮚ Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed by the courts, who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all values ensure that you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form. The exemption for Central or State Governments and officials appointed by the courts and for investors residing in Sikkim is subject to the Depositary Participant’s verification of the veracity of such claims of the investors by collecting sufficient documentary evidence in support of their claims. ⮚ Ensure that the Bid cum Application Form is duly completed as per instructions given in this Prospectus and in the Bid cum Application Form; Bid/Issue Program: Event Indicative Dates Bid/Issue Opening Date Monday, August 04, 2025* Bid/Issue Closing Date Wednesday, August 06, 2025 Finalization of Basis of Allotment with the Designated Stock Exchange On or before Thursday, August 07, 2025 Initiation of Allotment / Refunds / Unblocking of Funds from ASBA On or before Friday, August 08, 2025 Account or UPI ID linked bank account Credit of Equity Shares to Demat accounts of Allottees On or before Friday, August 08, 2025 Page | 72Event Indicative Dates Commencement of trading of the Equity Shares on the Stock Exchange On or before Monday, August 11, 2025 *Our Company in consultation with the Book Running Lead Manager considered participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations. The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3 (Three) Working Days of the Bid/Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid/ Issue Period by our Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws. Bid Cum Application Forms and any revisions to the same were accepted only between 10.00 a.m. to 5.00 p.m. (IST) during the Issue Period (except for the Bid/Issue Closing Date). On the Bid/ Issue Closing Date, the Bid Cum Application Forms were accepted only between 10.00 a.m. to 3.00 p.m. (IST) for all Bidders. Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid/ Issue Closing Date, Bidders are advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any case, not later than 3.00 p.m. (IST) on the Bid/ Issue Closing Date. Any time mentioned in this Prospectus is IST. Bidders are cautioned that, in the event a large number of Bid Cum Application Forms are received on the Bid/Issue Closing Date, as is typically experienced in public Issue, some Bid Cum Application Forms may not get uploaded due to the lack of sufficient time. Such Bid Cum Application Forms that cannot be uploaded will not be considered for allocation under this Issue. Applications were accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays). Neither our Company nor the BRLM is liable for any failure in uploading the Bid Cum Application Forms due to faults in any software/hardware system or otherwise. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid Cum Application Form, for a particular Applicant, the details as per the file received from Stock Exchange may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid Cum Application Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the rectified data. WITHDRAWAL OF THE ISSUE Our Company in consultation with the BRLM, reserved the right not to proceed with the Issue at any time before the Bid/Issue Opening Date without assigning any reason thereof. If our Company withdraws the Issue any time after the Issue Opening Date but before the allotment of Equity Shares, a public notice within 2 (two) working days of the Issue Closing Date, providing reasons for not proceeding with the Issue shall be issued by our Company. The notice of withdrawal will be issued in the same newspapers where the Pre-Issue and Price Band advertisements have appeared and the Stock Exchange will also be informed promptly. The BRLM, through the Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts within 1 (one) working Day from the day of receipt of such instruction. If our Company withdraws the Issue after the Bid/Issue Closing Date and subsequently decides to proceed with an Issue of the Equity Shares, our Company will have to file a fresh Prospectus with the stock exchange where the Equity Shares may be proposed to be listed. Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange with respect to the Equity Shares Issued through the Prospectus, which our Company will apply for only after Allotment; and (ii) the final RoC approval of the Prospectus. UNDERWRITING AGREEMENT The Company hereby confirm that the issue is 100% Underwritten. The Underwriting agreement has been entered into by Company and Underwriter – Beeline Capital Advisors Private Limited on September 20, 2024 and Supplementary Agreement to Underwriter Agreement dated July 28, 2025. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions specified therein. The Details of the Underwriting commitments are as under: Page | 73No. of shares Amount Underwritten % of the total Issue Size Details of the Underwriter underwritten* (₹ in Lakh) Underwritten BEELINE CAPITAL ADVISORS PRIVATE LIMITED SEBI Registration Number: INM000012917 Address: B 1311-1314, Thirteenth Floor, Shilp Corporate Park, Rajpath Rangoli Road, Thaltej, Ahmedabad- 380054, Gujarat, India. 12,96,000 972.00 100% Telephone Number: +91 7949185784 Email Id: mb@beelinemb.com Investors Grievance Id: ig@beelinemb.com Website: www.beelinemb.com Contact Person: Nikhil Shah *Includes 94,400 Equity shares of ₹10.00 each for cash, the Market Maker Reservation Portion which is to be subscribed by the Market Maker in its own account in order to claim compliance with the requirements of Regulation 261 of the SEBI (ICDR) Regulations, as amended. In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resources of the above- mentioned Underwriter are sufficient to enable it to discharge its underwriting obligation in full. The above mentioned Underwriter is registered with SEBI under Section 12(1) of the SEBI Act and registered as brokers with the Stock Exchanges. DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE Our Company and the Book Running Lead Manager have entered into an agreement dated September 20, 2024 and Supplementary Agreement to Market Making Agreement dated July 28, 2025, with the following Market Maker to fulfil the obligations of Market Making: Name Spread X Securities Private Limited Shilp Corporate Park, B Block, 13th Floor, B-1309, Near Rajpath Club, Rajpath Correspondence Address Rangoli Road, S.G. Highway, Ahmadabad City Gujarat 380054 India Telephone +91 79 6907 2018 E-mail info@spreadx.in Website www.spreadx.in Contact Person Khushbu Shah SEBI Registration No. INZ000310930 Spread X Securities Private Limited will act as the Market Maker and has agreed to receive or deliver the specified securities in the market making process for a period of three years from the date of listing of our Equity Shares or for a period as may be notified in SEBI ICDR Regulations as amended from time to time. The Market Maker shall meet the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations, 2018 and the circulars issued by the BSE and SEBI in this regard from time to time. In terms of regulation 261(1) of SEBI ICDR Regulations 2018, the Market Making arrangement through the Market Maker will be in place for a period of three years from the date of listing of our Equity Shares and shall be carried out in accordance with SEBI ICDR Regulations and the circulars issued by the Designated Stock Exchange and SEBI regarding this matter from time to time. In terms of regulation 261(2) of SEBI ICDR Regulations 2018, The market maker or issuer, in consultation with the Book Running Lead Manager(s) may enter into agreements with the nominated investors for receiving or delivering the specified securities in market making, subject to the prior approval of the Designated Stock Exchange In terms of regulation 261(3) of SEBI ICDR Regulations 2018, Following is a summary of the key details pertaining to the Market Making arrangement: 1) The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for each and every black out period when the quotes are not being issued by the Market Maker(s). Page | 742) The minimum depth of the quote shall be ₹ 1,00,000. However, the investors with holdings of value less than ₹ 1,00,000 shall be allowed to Issue their holding to the Market Maker(s) (individually or jointly) in that scrip provided that he/she sells his/her entire holding in that scrip in one lot along with a declaration to the effect to the selling broker. 3) Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes given by him. 4) After a period of three (3) months from the market making period, the market maker would be exempted to provide quote if the Shares of market maker in our Company reaches to 25% of Issue Size (Including the 94,400 Equity Shares ought to be allotted under this Issue). Any Equity Shares allotted to Market Maker under this Issue over and above 94,400 Equity Shares would not be taken into consideration of computing the threshold of 25% of Issue Size. As soon as the Shares of the market maker in our Company reduce to 24% of Issue Size, the market maker will resume providing 2-way quotes. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the SME Platform (in this case currently the minimum trading lot size is 1600 equity shares; however, the same may be changed by the SME Platform of BSE from time to time). The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant circulars issued by SEBI and SME Platform of BSE Limited (BSE SME) from time to time. 5) There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts its inventory through market making process, BSE Limited (BSE SME) may intimate the same to SEBI after due verification. 6) There would not be more than five Market Makers for a script at any point of time and the Market Makers may compete with other Market Makers for better quotes to the investors. 7) On the first day of the listing, there will be a pre-opening session (call auction) and thereafter the trading will happen as per the equity market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open call auction. In case equilibrium price is not discovered the price band in the normal trading session shall be based on Issue price. 8) The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do so. 9) There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully from the market – for instance due to system problems, any other problems. All controllable reasons require prior approval from the Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the Exchange for deciding controllable and uncontrollable reasons would be final. 10) The Market Maker(s) shall have the right to terminate said arrangement by giving a One month notice or on mutually acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker(s). In case of termination of the Market Making agreement prior to the completion of the compulsory Market Making period, it shall be the responsibility of the Book Running Lead Manager to arrange for another Market Maker in replacement during the term of the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker from its duties in order to ensure compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018. Further our Company and the Book Running Lead Manager reserve the right to appoint other Market Makers either as a replacement of the current Market Maker or as an additional Market Maker subject to the total number of Designated Market Makers not exceeding five or as specified by the relevant laws and regulations applicable at that particular point of time. The Market Making Agreement is available for inspection at our registered office from 11.00 a.m. to 5.00 p.m. on working days. 11) Risk containment measures and monitoring for Market Makers: The SME platform of BSE Limited will have all margins which are applicable on the BSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. BSE may impose other margins as deemed necessary from time-to-time. 12) Punitive Action in case of default by Market Makers: The SME platform of BSE Limited will monitor the obligations on a real time basis and punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the specified guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market Maker in case they are not Page | 75present in the market (offering two-way quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in market making activities / trading membership. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time. 13) Price Band and Spreads: The price band shall be 20% and the market maker spread (difference between the sell and the buy quote) shall be within 10% or as intimated by exchange from time to time. SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that for Issue size up to ₹ 250 crores, the applicable price bands for the first day shall be: • In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5% of the equilibrium price. • In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be 5% of the Issue price. Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. 14) Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for market makers during market making process has been made applicable, based on the Issue size and as follows: Buy quote exemption threshold Re-entry threshold for buy quote Issue Size (Including mandatory initial (Including mandatory initial inventory of inventory of 5% of the Issue size) 5% of the Issue size) Up to ₹20 Crore 25% 24% ₹20 to ₹50 Crore 20% 19% ₹50 to ₹80 Crore 15% 14% Above ₹80 Crore 12% 11% The Market Making arrangements, trading and other related aspects including all those specified above shall be subject to the applicable provisions of law and/or norms issued by SEBI / BSE from time to time. The Book Running Lead Manager may be represented on the Board of the Issuer Company in compliance with Regulation 261 (8) of SEBI ICDR Regulations. The Market Maker shall not be responsible to maintain the price of the Equity Shares of the Issuer Company at any particular level and is purely supposed to facilitate liquidity on the counter of our Company via its 2-way quotes. The price of the Equity Shares shall be determined and be subject to market forces. In terms of regulation 261(4) of SEBI ICDR Regulations 2018, The specified securities being bought or sold in the process of market making may be transferred to or from the nominated investors with whom the Book Running Lead Manager(s) and the issuer have entered into an agreement for market making: Provided that the inventory of the market maker, as on the date of allotment of the specified securities, shall be at least five per cent. of the specified securities proposed to be listed on BSE SME. In terms of regulation 261(5) of SEBI ICDR Regulations 2018, The market maker shall buy the entire shareholding of a shareholder of the issuer in one lot, where the value of such shareholding is less than the minimum contract size allowed for trading on the BSE SME: Provided that market maker shall not sell in lots less than the minimum contract size allowed for trading on the BSE SME. Page | 76SECTION VI - CAPITAL STRUCTURE The Equity Share Capital of our Company, before the issue and after giving effect to the issue, as on the date of filing of this Prospectus, is set forth below: (₹ In Lakhs except per share amount) Sr. Aggregate Nominal Aggregate value at Particulars** No. value issue price** 1. AUTHORIZED SHARE CAPITAL 800.00 - 80,00,000 Equity Shares of face value of ₹ 10/- each 2. ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL BEFORE THE ISSUE 350.00 - 35,00,000 Equity Shares of face value of ₹ 10/- each 3. PRESENT ISSUE IN TERMS OF THIS PROSPECTUS* Issue of 12,96,000 Equity Shares of ₹ 10/- each at a price of ₹ 129.60 972.00 75/- per Equity Share. Which comprises Reservation for Market Maker: 94,400 Equity Shares of ₹ 10/- each at an Issue Price of ₹ 75/- 9.44 70.80 per Equity Share reserved as Market Maker Portion Net Issue to Public: 12,01,600 Equity Shares of ₹ 10/- each at an Issue Price of ₹ 120.16 901.20 75/- per Equity Share to the Public Net Issue to Public consists of Allocation to Qualified Institutional Buyers: Anchor 3,58,400 Equity Shares of ₹ 10/- each at an 35.84 268.80 Investors Issue Price of ₹ 75/- per Equity Share was made available for allocation to Anchor Investors Net QIB 2,40,000 Equity Shares of ₹ 10/- each at an (assuming Issue Price of ₹ 75/- per Equity Share was anchor investor made available for allocation to Qualified 24.00 180.00 portion is fully Institutional Buyers, five percent of which subscribed) shall be allocated to Mutual Funds Allocation to Non-Institutional Investors***: 1,80,800 Equity Shares of ₹ 10/- each at an Issue Price of ₹ 75/- 18.08 135.60 per Equity Share was made available for allocation to Non- Institutional Investors Allocation to Individual Investors (who applies for minimum application size): 4,22,400 Equity Shares of ₹ 10/- each at an Issue Price of ₹ 75/- 42.24 316.80 per Equity Share was made available for allocation to Individual Investor (who applied for minimum application size). 4. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE ISSUE# 479.60 - 47,96,000 Equity Shares of ₹ 10/- each 5. SECURITIES Before the Issue Nil PREMIUM After the Issue 842.40 ACCOUNT The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on July 15, 2024 and by the shareholders of our Company vide a special resolution passed at the Extra Ordinary General Meeting (EoGM) held on July 25, 2024. ** Subject to Basis of Allotment. Page | 77*** of which (a) one third of the Non-Institutional Portion was reserved for Bidders with an application size of more than two lots and up to such lots equivalent to not more than ₹ 10 lakhs and (b) two-thirds of the Non-Institutional Portion was reserved for Bidders with an application size of more than ₹ 10 lakhs. #Assuming full subscription of the issue. CLASS OF SHARES The company has only one class of shares i.e. Equity shares of ₹10/- each only and all Equity Shares are ranked pari- passu in all respects. All Equity Shares issued are fully paid-up as on date of this Prospectus. Our Company does not have any partly paid-up equity shares as on the date of this Prospectus. Our Company does not have any outstanding convertible instruments as on the date of this Prospectus. NOTES TO THE CAPITAL STRUCTURE: 1. Changes in the Authorized Share Capital of our Company: Since Incorporation of our Company, the authorized equity share capital of our Company has been changed in the manner set forth below: Cumulative Cumulative no. Authorized Whether Sr. Date of Particulars of Increase of Equity Shares Share AGM/ No. Meeting of ₹ 10/- each Capital EGM (₹ in Lakh) 1. On incorporation* 10000 1.00 N.A. N.A. 2. Increase in authorized equity share capital from ₹ 1.00 Lakhs having face value of ₹ 10 January 20, 100000 10.00 EGM each to ₹ 10.00 Lakhs having face value of 2021 ₹ 10 each. 3. Increase in authorized equity share capital from ₹ 10.00 Lakhs having face value of ₹ January 17, 500000 50.00 EGM 10 each to ₹ 50.00 Lakhs having face value 2022 of ₹ 10 each. 4. Increase in authorized equity share capital from ₹ 50.00 Lakhs having face value of ₹ December 30, 8000000 800.00 EGM 10 each to ₹ 800.00 Lakhs having face 2023 value of ₹ 10 each. *The Date of Incorporation of the company is September 06, 2011. 2. History of Paid-up Share Capital: a. Our existing Paid-up Equity Share Capital has been subscribed and allotted in the manner set forth below: Cumulative Cumulative No. of Cumulative Face Issue Paid-up Share Date of Nature of Equity Nature of Number of value price share Premium allotment allotment Shares consideration Equity (In ₹) (In ₹) Capital (In ₹ allotted Shares (₹ in Lakh) Lakhs) Subscription to September Memorandum of 10000 10 10 Cash 10000 1.00 NIL 06, 2011 Association (1) March 10, Right Issue (2) 90000 10 10 Cash 100000 10.00 NIL 2021 April 03, Rights Issue (3) 200000 10 10 Cash 300000 30.00 NIL 2023 April 17, Rights Issue (4) 200000 10 10 Cash 500000 50.00 NIL 2023 Page | 78February Bonus Issue (5) 3000000 10 N.A. N.A. 3500000 350.00 NIL 12, 2024 *All the above-mentioned shares are fully paid up since the date of allotment Our Company is in compliance with the Companies Act, 1956/ the Companies Act, 2013 with respect to issuance of securities since inception till the date of filing of this Prospectus. (1) The details of Initial Subscription to Memorandum of Association of 10,000 Equity Shares on September 06, 2011, are as follows: No. of Equity Shares Face Value per Issue Price per Sr. No. Name of Allottees Allotted share (in ₹) share (in ₹) 1 Krishan Kumar 5000 10 10 2 Rakesh Kumar 5000 10 10 Total 10000 (2) The details of allotment of 90,000 Equity Shares made on March 10, 2021 in ratio of 9:1 (9 Equity Shares for every 1 Equity Shares held) on Rights basis are as follows: No. of Equity Shares Face Value per Issue Price per Sr. No. Name of Allottees Allotted share (in ₹) share (in ₹) 1 Krishan Kumar 45000 10 10 2 Rakesh Kumar 45000 10 10 Total 90000 (3) The details of allotment of 200000 Equity Shares made on April 03, 2023 in ratio of 2:1 (2 Equity Shares for every 1 Equity Shares held) on Rights basis are as follows: No. of Equity Face Value per share Issue Price per Sr. No. Name of Allottees Shares Allotted (in ₹) share (in ₹) 1. Krishan Kumar 200000 10 10 Total 200000 (4) The details of allotment of 200000 Equity Shares made on April 17, 2023 in ratio of 2:3 (2 Equity Shares for every 3 Equity Shares held) on Rights basis are as follows: No. of Equity Face Value per share Issue Price per Sr. No. Name of Allottees Shares Allotted (in ₹) share (in ₹) 1. Rakesh Kumar 200000 10 10 Total 200000 (5) The details of allotment of 3000000 Equity Shares made on February 12, 2024 by way of Bonus issue in ratio of 6:1 (Six fully paid-up Equity Shares for every One Equity Share held) on February 10, 2024 out of Audited reserve and Surplus account are as follows: No. of Equity Face Value per share Issue Price per Sr. No. Name of Allottees Shares Allotted (in ₹) share (in ₹) 1. Krishan Kumar 1200000 10 2. Rakesh Kumar 1200000 10 3. Roshani 150000 10 NA 4. Anita 150000 10 5. Raveen Kumar 150000 10 6. Kiran 148500 10 Page | 79No. of Equity Face Value per share Issue Price per Sr. No. Name of Allottees Shares Allotted (in ₹) share (in ₹) 7. Kuldeep 1500 10 TOTAL 3000000 b. Preference Share Capital As on the date of this Prospectus, our Company does not have any preference share capital. c. Convertible Warrants As on the date of this Prospectus our Company does not have any outstanding convertible warrants. 3. Our Company has not issued shares for consideration other than cash or out of revaluation of reserves at any point of time since Incorporation except issuance of 30,00,000 Equity Shares made on February 12, 2024 by way of Bonus Issue in the ratio of 6:1 (Six fully paid-up Equity Shares for every One Equity Share held) on February 10, 2024 out of Audited reserve and Surplus account are as follows: No. of Equity Face Value per share Issue Price per Sr. No. Name of Allottees Shares Allotted (in ₹) share (in ₹) 1. Krishan Kumar 1200000 10 2. Rakesh Kumar 1200000 10 3. Roshani 150000 10 4. Anita 150000 10 NA 5. Raveen Kumar 150000 10 6. Kiran 148500 10 7. Kuldeep 1500 10 TOTAL 3000000 4. As on the date of this Prospectus our Company has not allotted any Equity Shares pursuant to a scheme of amalgamation approved under Sections 230 to 234 of the Companies Act, 2013. 5. Our Company has not revalued its assets since inception and has not issued any Equity Shares (including bonus shares) by capitalizing any revaluation reserves. 6. Our Company has not made issue of specified securities at a price lower than the Issue Price during the preceding one (1) year before the date of filing of this Prospectus. 7. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme / Stock Appreciation Right Scheme (SARs) for our employees, and we do not intend to allot any shares to our employees under Employee Stock Option Scheme / Employee Stock Purchase Scheme / Stock Appreciation Right Scheme (SARs) from the proposed issue. As and when, options are granted to our employees under the Employee Stock Option Scheme/ Employee Stock Purchase Scheme/ Employee Stock Appreciation Rights Scheme (SARs), our Company shall comply with the SEBI (Share Based Employee Benefits) Regulations, 2021. 8. Our Shareholding Pattern: The Shareholding Pattern of our Company before the issue as per Regulation 31 of the SEBI (LODR) Regulations, 2015 is given here below: Declaration Promoters and Public Non-Promoters Sr. No. Particular Yes/No Promoters shareholder – Non-Public Group 1. Whether the Company has issued any partly No No No No paid-up shares? Page | 80Promoters and Public Non-Promoters Sr. No. Particular Yes/No Promoters shareholder – Non-Public Group 2. Whether the Company has issued any No No No No Convertible Securities? 3. Whether the Company has issued any No No No No Warrants? 4. Whether the Company has any shares against which depository receipts are issued? No No No No 5. Whether the Company has any shares locked- Yes Yes Yes No in?* 6. Whether any shares held by promoters are No No NA NA pledged or otherwise encumbered? 7. Whether Company has equity shares with No No No No differential voting rights? 8. Whether the Companyhas any significant No No No No beneficial owner? *All Pre-IPO Equity Shares of our Company have been locked-in prior to listing of shares on SME Platform of BSE Limited. Page | 81Table I - Summary Statement holding of Equity Shares Number of Voting Rights held in each Shareholding Number of No. Shareholdin class of securities (IX) No of , as a % shares Of g as a % of Number of shares assuming full pledged or No. of Partl No. Of Total total no. of Locked in Underlying conversion of otherwise fully y shares nos. shares No of Voting (XIV) Rights shares (XII) Number of Category Nos. Of Outstandin convertible encumbered Sr. paid-up paid- underlyin shares (calculated equity shares of shareholder Total as g securities (as (XIII) No. equity up g held as per held in shareholde s a % of convertible a percentage As a As a (I) shares equit Depositor (VII) = SCRR, dematerialize r (II) (III) Clas (A+B+C securities of diluted % of % of held y y Receipts (IV)+(V) 1957) No No d form Class s ) (Including share capital) total total (IV) share (VI) + (VI) (VIII) As a Total . . (eg: X) (eg: Warrants) (XI)=(VII)+(X share share s held % of (a) (a) Y) (X) ) as a % of s held s held (V) (A+B+C2) (A+B+C2) (b) (b) Promoters 6 349825 - - 3498250 99.95 349825 - 349825 99.95 - 99.95 34 100.0 - - 3498250 & 0 0 0 98 0 (A) Promoters 25 Group 0 1 1750 - - 1750 0.05 1750 - 1750 0.05 - 0.05 17 100.0 - - 1750 (B) Public 50 0 Non- - - - - - - - - - - - - - - - - - (C) Promoters- Non Public Shares - - - - - - - - - - - - - - - - - (C1 underlying ) DRs Shares held - - - - - - - - - - - - - - - - - (C2 by ) Employee Trusts 7 350000 0 0 3500000 100.00 350000 0 350000 100.00 0 100.00 35 35000 0 0 3500000 Grand 0 0 0 00 00 Total 00 0 Note: 1. C=C1+C2 2. Grand Total=A+B+C Page | 829. The shareholding pattern of our Promoters and Promoters’ Group and public before and after the Issue: Pre issue# Post issue As a % of As a % of Sr. No. Name of shareholders No. of No. of equity Pre-Issued Post Issued equity shares shares Capital* Capital Promoters 1 Krishan Kumar 1400000 40.00 1400000 29.19 2 Rakesh Kumar 1400000 40.00 1400000 29.19 Total - A 2800000 80.00 2800000 58.38 Promoter Group 1 Anita 175000 5.00 175000 3.65 2 Roshani 175000 5.00 175000 3.65 3 Kiran 173250 4.95 173250 3.61 4 Raveen Kumar 175000 5.00 175000 3.65 Total - B 698250 19.95 698250 14.56 Total Promoters & Promoters Group 3498250 99.95 3498250 72.94 Shareholding Public 1 Kuldeep 1750 0.05 1750 0.04 2 Public in IPO - - 1296000 27.02 Total - C 1750 0.05 1297750 27.06 Total (A+B+C) 3500000 100.00 4796000 100.00 * Rounded off # As per the latest Benpose dated August 01, 2025. 10. Details of Major Shareholders: (A) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date of this Prospectus: Sr. No. Name of shareholders No. of Equity Shares held*@ % of paid up Capital**# 1. Krishan Kumar 1400000 40.00 2. Rakesh Kumar 1400000 40.00 3. Anita 175000 5.00 4. Roshni 175000 5.00 5. Kiran 173250 4.95 6. Raveen Kumar 175000 5.00 Total 3498250 99.95 * The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no outstanding convertible instruments as on date of this Prospectus. **Rounded Off @ As per the latest Benpose dated August 01, 2025. # the % has been calculated based on existing (pre-issue) Paid up Capital of the Company. (B) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date ten days prior to the date of this Prospectus: Sr. No. Name of shareholders No. of Equity Shares held*@ % of paid up Capital**# 1. Krishan Kumar 1400000 40.00 2. Rakesh Kumar 1400000 40.00 3. Anita 175000 5.00 4. Roshni 175000 5.00 5. Kiran 173250 4.95 6. Raveen Kumar 175000 5.00 Page | 83Sr. No. Name of shareholders No. of Equity Shares held*@ % of paid up Capital**# Total 3498250 99.95 * The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no outstanding convertible instruments as on date of this Prospectus. **Rounded Off @ As per the latest Benpose dated July 25, 2025. # the % has been calculated based on existing (pre-issue) Paid up Capital of the Company. (C) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on One year prior to the date of this Prospectus: Sr. No. Name of shareholders No. of Equity Shares held* % of paid up Capital**# 1. Krishan Kumar 1400000 40.00 2. Rakesh Kumar 1400000 40.00 3. Anita 175000 5.00 4. Roshni 175000 5.00 5. Kiran 173250 4.95 6. Raveen Kumar 175000 5.00 Total 3498250 99.95 * The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no outstanding convertible instruments as on date of this Prospectus. **Rounded Off # the % has been calculated based on then existing Paid up Capital of the Company. (D) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on Two years prior to the date of this Prospectus: Sr. No. Name of shareholders No. of Equity Shares held* % of paid up Capital**# 1. Krishan Kumar 250000 50.00 2. Rakesh Kumar 250000 50.00 Total 500000 100.00 * The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no outstanding convertible instruments as on date of this Prospectus. **Rounded Off # the % has been calculated based on then existing Paid up Capital of the Company. 11. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, and right issue or in any other manner during the period commencing from the date of this Prospectus until the Equity Shares of our Company have been listed or refund of application monies in pursuance of this Prospectus. As on the date of filing this Prospectus, our Company does not have any such plan for altering the capital structure by way of split or consolidation of the denomination of the shares, or issue of specified securities on a preferential basis or issue of bonus or rights or further public issue of specified securities or qualified institutions placement. Further, our Company may alter its capital structure by way of split / consolidation of the denomination of Equity Shares or issue of equity shares on a preferential basis or issue of bonus or rights or further public issue of equity shares or qualified institutions placement, within a period of six months from the date of opening of the present issue to finance an acquisition, merger or joint venture or for regulatory compliance or such other scheme of arrangement or for any other purpose, as the Board of Directors may deem fit, if an opportunity of such nature is determined by the Board of Directors to be in the interest of our Company. 12. Shareholding of the Promoters of our Company: As on the date of this Prospectus, our Promoters Krishan Kumar and Rakesh Kumar hold total 28,00,000 Equity Shares representing 80.00% of the pre-issue paid up equity share capital of our Company. The build-up of equity shareholding of Promoters of our Company is as follows: Set forth below are the details of the build – up of our Promoters’ shareholding in our Company since incorporation: KRISHAN KUMAR Page | 84Face % of % of Nature of Numb Cumulati Issue/Trans Total Date of Value Nature of Pre- post Issue er of ve No. of fer Price (in Considerati Allotment (in ₹) Consider Issue issue Allotment / Equity Equity ₹) per on Paid (in / Transfer per ation Capit Capit Transfer shares Shares shares ₹) share al al On Subscriptio Incorporati n to on Memorand 5000 5000 10 Cash 10 50,000 0.14 0.10 um of Association March 10, Rights 10 45000 50000 10 Cash 4,50,000 1.29 0.94 2021 Issue April 03, Rights 20000 10 250000 10 Cash 20,00,000 5.71 4.17 2023 Issue 0 February Transfer of (25000 09, 2024 shares to 225000 10 Cash 78 (19,50,000) (0.71) (0.52) ) Roshani February Transfer of (25000 09, 2024 shares to 200000 10 Cash 78 (19,50,000) (0.71) (0.52) ) Anita February Bonus 120000 1400000 10 N.A. N.A. N.A. 34.29 25.02 12, 2024 Issue 0 Total 14,00,000 40.00 29.19 RAKESH KUMAR Face Issue/ % of % of Nature of Number Cumulati Nature Total Date of Value Transfer Pre- post Issue of ve No. of of Considerati Allotment (in ₹) Price (in Issue issue Allotment / Equity Equity Consid on Paid (in / Transfer per ₹) per Capit Capit Transfer shares Shares eration ₹) share share al al On Subscriptio Incorporati n to on Memorandu 5000 5000 10 Cash 10 50,000 0.14 0.10 m of Association March 10, Rights Issue 45000 50000 10 Cash 10 4,50,000 1.29 0.94 2021 April 17, Rights Issue 200000 250000 10 Cash 10 20,00,000 5.71 4.17 2023 February Transfer of 09, 2024 shares to (24750) 225250 10 Cash 78 (19,30,500) (0.71) (0.52) Kiran February Transfer of 09, 2024 shares to (25000) 200250 10 Cash 78 (19,50,000) (0.71) (0.52) Raveen Kumar February Transfer of 09, 2024 shares to (250) 200000 10 Cash 78 (19,500) (0.01) (0.01) Kuldeep February Bonus Issue 1200000 1400000 10 N.A. N.A. N.A. 34.29 25.02 12, 2024 Total 14,00,000 40.00 29.19 Page | 8513. The average cost of acquisition of or subscription to Equity Shares by our Promoters is set forth in the table below: Sr. Average Cost of Acquisition per Name of Promoters No. of Equity Shares held No. equity share (in ₹) *# 1. Krishan Kumar 1400000 Nil^ 2. Rakesh Kumar 1400000 Nil^ *The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the amount paid by them to acquire Shares and Shares allotted to them and as reduced by amount received on sell of shares i.e. net of sale consideration is divided by net quantity of shares acquired. ^ Since the average cost of acquisition is negative, it has been considered as Nil. # As certified by M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated August 06, 2025 having UDIN: 25516377BMJORA5253. 14. We have 7 (Seven) shareholders as on the date of filing of this Prospectus. 15. As on the date of this Prospectus, our Promoters and Promoters’ Group hold a total 3498250 Equity Shares representing 99.95% of the pre-issue paid up share capital of our Company. 16. There were no equity shares acquired/purchased/sold by the Promoters and Promoters Group, directors of our Company and their relatives within six months immediately preceding the date of filing of this Prospectus. 17. Except as disclosed below, there have been no acquisitions through secondary transactions of the Equity Shares of our Company by Promoters, Directors or members of Promoter Group: Date of Number of Percentage of the Allotment/Acquire/ Allotment/ Name Category Equity Shares Pre-Issue capital Transfer Transfer of ₹ 10/- each (%) Anita Transfer from February 09, 2024 Anita Promoter Group 25000 0.71 Krishan Kumar Roshni Transfer from February 09, 2024 Roshni Promoter Group 25000 0.71 Krishan Kumar Kiran Transfer from Rakesh February 09, 2024 Kiran Promoter Group 24750 0.71 Kumar Raveen Kumar Transfer from Rakesh February 09, 2024 Raveen Kumar Promoter Group 25000 0.71 Kumar Krishan Kumar February 09, 2024 Krishan Kumar Promoter 25000 0.71 Transfer to Anita February 09, 2024 Krishan Kumar Promoter 25000 0.71 Transfer to Roshni Rakesh Kumar February 09, 2024 Rakesh Kumar Promoter 24750 0.71 Transfer to Kiran Transfer to Raveen February 09, 2024 Rakesh Kumar Promoter 25000 0.71 Kumar 18. The members of the Promoters’ Group, our directors and the relatives of our directors have not entered into any financing arrangement or financed the purchase by any other person of securities of our Company, other than in the normal course of the business of the financing entity, during the six months immediately preceding the date of filing this Prospectus. 19. Details of Promoters’ Contribution locked in for three years: Our Promoters has given their consent to include such number of Equity Shares held by them as it constitutes 20.02% of the fully diluted post-issue equity share capital of our Company as Promoter’s Contribution (“Minimum Promoters’ contribution”) in terms of Sub-Regulation (1) of Regulation 236 of the SEBI (ICDR) Regulations, 2018 and have agreed not to sell or transfer or pledge or otherwise dispose of in any manner, the Minimum Promoters’ Contribution, and to be marked Minimum Promoters’ Contribution as locked-in. Page | 86In terms of clause (a) of Regulation 238 of the SEBI (ICDR) Regulations, 2018, Minimum Promoters’ Contribution as mentioned above has been locked-in for a period of three years from the date of allotment of Equity Shares in the Initial Public Offer. We further confirm that Minimum Promoters Contribution, as given below, of 20.02% of the post Issue Paid-up Equity Shares Capital does not include any contribution from Alternative Investment Fund. The Minimum Promoters Contribution has been brought into to the extent of not less than the 20.00% of the Post Issue Capital and has been contributed by the persons defined as Promoters under the SEBI (ICDR) Regulations, 2018. The lock-in of the Minimum Promoters Contribution will be created as per applicable regulations and procedure and details of the same shall also be provided to the Stock Exchange before listing of the Equity Shares. The details of Minimum Promoters’ Contribution are as follows: Krishan Kumar Issue/ Period up to % of Date of Nature of Issue Number of Face Value Transfer % of Pre- which Equity Post Allotment / Allotment / Equity (in ₹) per Price (in Issue Shares are issue Transfer Transfer shares share ₹) per Capital subject to Capital share Lock-in April 03, 2023 Right Issue 200000 10 10 5.71 4.17 3 years February 12, Bonus Issue 280000 10 N.A. 8.00 5.84 3 years 2024 Total 480000 13.71 10.01 Rakesh Kumar Issue/ Period up to % of Date of Nature of Issue Number of Face Value Transfer % of Pre- which Equity Post Allotment / Allotment / Equity (in ₹) per Price (in Issue Shares are issue Transfer Transfer shares share ₹) per Capital subject to Capital share Lock-in April 17, 2023 Right Issue 200000 10 10 5.71 4.17 3 years February 12, Bonus Issue 280000 10 N.A. 8.00 5.84 3 years 2024 Total 480000 13.71 10.01 All the Equity Shares held by the Promoters / members of the Promoters’ Group are already dematerialized as on date of this Prospectus. In terms of Regulation 237 of the SEBI (ICDR) Regulations, 2018, we confirm that the Minimum Promoters’ Contribution of 20.00% of the Post Issue Capital of our Company as mentioned above does not consist of; Equity Shares acquired during the preceding three years for; ● consideration other than cash and revaluation of assets or capitalization of intangible assets is involved in such transaction; ● resulting from a bonus issue by utilization of revaluation reserves or unrealized profits of the company or from bonus issue against equity shares which are ineligible for minimum Promoters’ contribution; Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for computation of Promoter’s Contribution in terms of Regulation 237 of the SEBI ICDR Regulations. In this connection, we confirm the following: Eligibility Status of Equity Shares Forming Reg. No. Promoters’ Minimum Contribution Conditions part of the Promoters Contribution The Minimum Promoter’s contribution does Specified securities acquired during the preceding three not consist of such Equity Shares which years, if they are acquired for consideration other than 237(1)(a)(i) have been acquired for consideration other cash and revaluation of assets or capitalization of than cash and revaluation of assets or intangible assets is involved in such transaction capitalization of intangible assets. Page | 87Eligibility Status of Equity Shares Forming Reg. No. Promoters’ Minimum Contribution Conditions part of the Promoters Contribution Specified securities acquired during the preceding three The minimum Promoter’s contribution does years, resulting from a bonus issue by utilization of not consist of such Equity Shares. 237(1)(a)(ii) revaluation reserves or unrealized profits of the issuer or from bonus issue against Equity Shares which are ineligible for minimum promoters’ contribution. Specified securities acquired by the promoters’ and The minimum Promoter’s contribution does alternative investment funds or foreign venture capital not consist of such Equity Shares. investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India, or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s) during the 237(1)(b) preceding one year at a price lower than the price at which specified securities are being offered to the public in the initial public offer. Explanation. - For the purpose of this, it is clarified that the price per share for determining securities ineligible for minimum promoters’ contribution, shall be determined after adjusting the same for corporate actions such as share split, bonus issue, etc. undertaken by the issuer. Specified securities allotted to the promoters and The minimum Promoter’s contribution does alternative investment funds during the preceding one not consist of such Equity Shares. year at a price less than the issue price, against funds brought in by them during that period, in case of an 237(1)(c) issuer formed by conversion of one or more partnership firms or limited liability partnerships, where the partners of the erstwhile partnership firms or limited liability partnerships are the promoters of the issuer and there is no change in the management. Our Promoter’s has not Pledged any shares with any creditors. Accordingly, the 237(1)(d) Specified securities pledged with any creditor minimum Promoter’s contribution does not consist of such Equity Shares. 20. Lock in of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution: Promoters’ holding in excess of minimum promoters’ contribution shall be locked-in as follows as provided in clause b) of Regulation 238 of the SEBI (ICDR) Regulations, 2018: i. fifty percent. of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of two years from the date of allotment in the Initial Public Offer; and ii. remaining fifty percent. of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of one year from the date of allotment in the Initial Public Offer. However, the Promoters have voluntarily undertaken to maintain a lock-in of their excess shares of minimum Promoters Contribution for a period of (3) three years from the date of allotment in the Initial Public Offer. 21. Lock in of Equity Shares held by Persons other than the Promoters: In terms of Regulation 239 of the SEBI (ICDR) Regulations, 2018, the entire pre-issue capital held by the Persons other than the Promoters shall be locked in for a period of one year from the date of allotment in the Initial Public Offer. However, Persons other than the Promoters have voluntarily undertaken to maintain a lock-in of their shares for a period of (3) three years from the date of allotment in the Initial Public Offer. Page | 8822. Inscription or recording of non-transferability: In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms that certificates of Equity Shares which are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock-in period and in case such equity shares are dematerialized, the Company shall ensure that the lock-in is recorded by the Depository. 23. Pledge of Locked in Equity Shares: In terms of Regulation 242 of the SEBI (ICDR) Regulations, 2018, the Equity Shares held by our Promoters and locked in may be pledged as a collateral security for a loan granted by a scheduled commercial bank or public financial institution or a systemically important non-banking finance company or housing finance company, subject to following; ➢ In case of Minimum Promoters’ Contribution, the loan has been granted to the issuer company or its subsidiary (ies) for the purpose of financing one or more of the Objects of the Issue and pledge of equity shares is one of the terms of sanction of the loan. ➢ In case of Equity Shares held by the Promoters in excess of Minimum Promoters’ contribution, the pledge of equity shares is one of the terms of sanction of the loan. However, lock in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer the equity shares till the lock in period stipulated has expired. 24. Transferability of Locked in Equity Shares: In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as applicable; ➢ The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR) Regulations, 2018 may be transferred to another Promoters or any person of the Promoters’ Group or to a new promoter (s) or persons in control of our Company, subject to continuation of lock-in for the remaining period with transferee and such transferee shall not be eligible to transfer them till the lock-in period stipulated has expired. ➢ The equity shares held by persons other than promoters and locked in as per Regulation 239 of the SEBI (ICDR) Regulations, 2018 may be transferred to any other person (including Promoters and Promoters’ Group) holding the equity shares which are locked-in along with the equity shares proposed to be transferred, subject to continuation of lock-in for the remaining period with transferee and such transferee shall not be eligible to transfer them till the lock- in period stipulated has expired. 25. Lock-in of Equity Shares allotted to Anchor Investors Fifty per cent of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 90 days from the date of the allotment, the remaining fifty percent of the Equity Shares Allotted to the anchor investors shall be locked in for a period of 30 days from the date of allotment or as provided by the SEBI ICDR Regulations. 26. Our Company, our Directors and the Book Running Lead Manager i.e., Beeline Capital Advisors Private Limited to this Issue have not entered into any buy-back or similar arrangements with any person for purchase of our Equity Shares issued by our Company. 27. As on date of this Prospectus, there are no Partly Paid-up Shares and all the Equity Shares of our Company are fully paid up. Further, since the entire money in respect of the Issue is being called on application, all the successful applicants will be issued fully paid-up equity shares. 28. Neither the Book Running Lead Manager i.e., Beeline Capital Advisors Private Limited, nor their associates hold any Equity Shares of our Company as on the date of this Prospectus. 29. Prior to this Initial Public Offer, our Company has not made any public issue or right issue to public at large. 30. There are no safety net arrangements for this public issue. 31. As on the date of filing of this Prospectus, there are no outstanding warrants, options or rights to convert debentures, loans or other financial instruments into our Equity Shares. 32. As on the date of this Prospectus, our Company does not have any investors which are either directly or indirectly related to the BRLM and/ or their respective associates or affiliates. 33. As per RBI regulations, OCBs are not allowed to participate in this Issue. 34. Our Company has not raised any bridge loan against the proceeds of this Issue. Page | 8935. There are no Equity Shares against which depository receipts have been issued. 36. As on date of this Prospectus, other than the Equity Shares, there is no other class of securities issued by our Company. 37. Our Company undertakes that at any given time, there shall be only one denomination for our Equity Shares, unless otherwise permitted by law. 38. An Applicant cannot make an application for more than the number of Equity Shares being issued through this Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investors. 39. This Issue was made through Book Building Method, the allocation in the net issue to the public category in terms of Regulation 253(1) of the SEBI (ICDR) (Amendment) Regulations, 2018 shall be made as follows: a. not less than thirty-five per cent to Individual Investors who applies for minimum application size; b. not less than fifteen per cent to Non-Institutional Investors; c. not more than fifty per cent to Qualified Institutional Buyers, five per cent of which shall be allocated to mutual funds Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in any other category. Provided further that in addition to five per cent allocation available in terms of clause (c), mutual funds shall be eligible for allocation under the balance available for qualified institutional buyers. The allocation in the non-institutional investors’ category was as follows: (a) one third of the portion available to non-institutional investors was reserved for applicants with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; (b) two third of the portion available to non-institutional investors was reserved for applicants with application size of more than ₹10 lakhs: Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of non-institutional investors. 40. No incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise shall be offered by any person connected with the distribution of the issue to any person for making an application in the Initial Public Offer, except for fees or commission for services rendered in relation to the issue. 41. Our Promoters and the members of our Promoters’ Group will not participate in this Issue. 42. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoters’ Group between the date of filing this Prospectus and the date of closure of the Issue shall be reported to the Stock Exchange within twenty- four hours of such transaction. 43. Our Company is in compliance with the Companies Act 1956/Companies Act 2013, to the extent applicable with respect to the issuances of securities from the date of incorporation of our Company, until the filing of this Prospectus 44. Except as stated below, none of our other Directors or Key Managerial Personnel hold Equity Shares in our Company: No. of Equity % of Pre-Issue % of Post Issue Sr. Name Designation Shares held of ₹ Equity Share Equity Share No. 10/- each Capital Capital Chairman and Managing 1. Krishan Kumar 1400000 40.00 29.19 Director 2. Rakesh Kumar Whole Time Director 1400000 40.00 29.19 Page | 90SECTION VII – PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE The Issue comprises of fresh issue 12,96,000 Equity Shares face value of ₹10 each of our Company at an Issue Price of ₹ 75/- per Equity. FRESH ISSUE The Issue Proceeds from the Fresh Issue will be utilized towards the following objects: 1. Funding capital expenditure requirement of our company towards purchase of trucks (“Vehicles”) and ancillary equipment (“Equipment”) 2. To Meet Working Capital Requirements. 3. General Corporate Purpose. (Collectively referred as the “Objects”) We believe that listing will enhance our corporate image and visibility of brand name of our Company. We also believe that our Company will receive the benefits from listing of Equity Shares on the SME platform of BSE. It will also provide liquidity to the existing shareholders and will also create a public trading market for the Equity Shares of our Company. Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of Association, enable our Company to undertake our existing business activities and the activities for which funds are being raised by us through the Fresh Issue. We confirm that the activities which we have been carrying out in the last ten financial years are in accordance with the object clause of our Memorandum of Association. NET ISSUE PROCEEDS The proceeds of the Issue, after deducting Issue related expenses, are estimated to be ₹ 827.27 lakhs (the “Net Issue Proceeds”). The details of the proceeds of the Issue are set forth in the table below: Amount Particulars (₹ in lakhs) Gross Issue Proceeds 972.00* Less: Public Issue Related Expenses 144.73 Net Issue Proceeds 827.27 *Subject to finalization of Basis of Allotment. UTILIZATION OF NET ISSUE PROCEEDS The Net Issue Proceeds will be utilized for following purpose: % of Gross Sr. Amount Particulars Issue No. (₹ in Lakhs) Proceeds Funding capital expenditure requirement of our company towards purchase of 1. 387.88 39.90 trucks (“Vehicles”) and ancillary equipment (“Equipment”) 2. To Meet Working Capital Requirements 280.00 28.81 3. Ge neral Corporate Purpose 159.40 16.40 Net Issue Proceeds 827.27 85.11 Page | 91MEANS OF FINANCE We intend to finance our Objects of the Issue through Issue Proceeds which are as follows: (₹ in lakhs) Sr. Amount From IPO Internal Particulars No. Required Proceeds Accruals/ Borrowings Funding capital expenditure requirement of our company towards purchase of trucks 1. 387.88 387.88 0.00 (“Vehicles”) and ancillary equipment (“Equipment”) 2. To Meet Working Capital Requirements 1,888.41 280.00 1,608.41 3. General Corporate Purpose 159.40 159.40 0.00 4. Public Issue Expenses 144.73 144.73 0.00 Total 2,192.54 972.00 1,608.41 We propose to meet the requirement of funds for the stated Objects of the Issue from the Net Issue Proceeds and balance from existing identifiable internal accruals and borrowings. Hence, our Company is required to make firm arrangements of finance through verifiable means for 75% of the stated means of finance, excluding the Issue Proceeds and existing identifiable internal accruals. Accordingly, we confirm that we are in compliance with the requirement to make the firm arrangement of finance/borrowing which is availed from ICICI Bank to the extent of ₹100.00 Lakhs in adherence with Regulation 230(1) (e) of the SEBI ICDR Regulations and Clause 9 (C) of Part A of Schedule VI of the SEBI ICDR Regulations (which requires firm arrangements of finance through verifiable means for 75% of the stated means of finance, excluding the Issue Proceeds and existing identifiable internal accruals). For further details regarding our indebtedness, see “Our Indebtedness” in the chapter titled “Business Overview” beginning on page no. 124 of this Prospectus. The fund requirement and deployment are based on internal management estimates and have not been appraised by any bank or financial institution. These are based on current conditions and are subject to change in the light of changes in Internal / external circumstances or costs or other financial conditions and other factors. In case of any increase in the actual utilization of funds earmarked for the Objects, such additional funds for a particular activity will be met by way of means available to our Company, including from internal accruals. If the actual utilization towards any of the Objects is lower than the proposed deployment such balance will be used for future growth opportunities including funding existing objects, if required subject to applicable Rules and Regulations. In case of delays in raising funds from the Issue, our Company may deploy certain amounts towards any of the above-mentioned Objects through a combination of Internal Accruals or borrowings (Bridge Financing) and in such case the Funds raised shall be utilized towards repayment of such borrowings or recouping of Internal Accruals. However, we confirm that no bridge financing has been availed as on date, which is subject to being repaid from the Issue Proceeds. We further confirm that no part proceed of the Issue shall be utilized for repayment of any Part of unsecured loan outstanding as on date of Prospectus. As we operate in competitive environment, our Company may have to revise its business plan from time to time and consequently our fund requirements may also change. Our Company’s historical expenditure may not be reflective of our future expenditure plans. Our Company may have to revise its estimated costs, fund allocation and fund requirements owing to various factors such as economic and business conditions, increased competition and other external factors which may not be within the control of our management. This may entail rescheduling or revising the planned expenditure and funding requirements, including the expenditure for a particular purpose at the discretion of the Company’s management. For further details on the risks involved in our business plans and executing our business strategies, please see the Section titled “Risk Factors” beginning on page no. 28 of this Prospectus. DETAILS OF USE OF ISSUE PROCEEDS 1. FUNDING CAPITAL EXPENDITURE REQUIREMENT OF OUR COMPANY TOWARDS PURCHASE OF TRUCKS (“VEHICLES”) AND ANCILLARY EQUIPMENT (“EQUIPMENT”): Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Page | 92Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. As on March 31, 2025, we owned operational fleet of 106 vehicles having capacity ranging from 3.5MT to 18MT in the name of our company and 15 vehicles as part of the fleet of our 99.99% subsidiary, Sabarmati, having capacity of 9MT. Access to large vehicle network enables us to scale our business as the demand increases and cater to large business opportunities. The following table provides the number of trucks owned by our company along with the subsidaries of our company for the respective period: As on/ for the financial year ended March 31 Particulars 2025 2024 2023 Fleet of vehicles 121 105 86 (1) Fleet of vehicles owned by our Company. 106 90 73 (2) Fleet of vehicles owned by our 99.99% subsidiary Sabarmati Express India Private 15 15 13 Limited. To meet rising demands from our existing customers and to broaden our customer base by expanding our services across various regions of the country our company plans to expands our existing fleet of 106 vehicles by adding 19 new vehicles. our company has proposed to make capital expenditure towards purchase of trucks (“Vehicles”) and ancillary equipment (“Equipment”). The total estimated cost of the Proposed expenditure is ₹387.88lakhs which our Company proposes to fully utilise from the Net Issue Proceeds. The details of estimeted costing of of trucks and ancillary equipment, along with details of the quotations we have received in this respect, are set forth below: Estimeted Cost: (₹ in Lakhs) Sr. Date of Name of the Estimated Cost Expiry Date Description Qty No. Quotation Supplier of Machine Himgiri 1 May 13, 2025 August 11, 2025 Automobiles Private Multi Excel 32 Feet 4 83.59 Limited Triumph Auto CV 2 June 6, 2025 August 31, 2025 Single Excel 32 Feet 15 228.28 Private Limited Multi Excel 32 Feet 4 16.00 3 September 6, Container (CBT) June 6, 2025 Shiv Body Works 2025 Single Excel 32 Feet 15 60.00 Container (CBT) Total 387.88 Other Confirmation: All quotations mentioned in this section are valid as on the date of this Prospectus. However, we have not entered into any definitive agreements with any of these vendors and there can be no assurance that the same vendor would be engaged to eventually supply the Vehicle and Equipment at the same costs. We are yet to place orders for any of the Vehicle and Equipment of the Proposed Capital Expenditure. Further, for risk arising out of the Objects of the Issue, kindly refer Chapter titled “Risk Factors” beginning on page no. 28 of this Prospectus. There can be no assurance that we would be able to procure Vehicle and Equipment at the estimated costs. If we engage someone other than the vendors from whom we have obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the product may differ from the current estimates. Some of the quotations mentioned above do not include cost of freight, insurance, goods and services tax (wherever applicable) and other applicable taxes as these can be determined only at the time of placing of orders. Such additional costs shall be funded from the Net Issue Proceeds allocated towards general corporate purposes, if required. In case of increase in the estimated costs, such additional costs shall be incurred from our internal accruals or from seeking additional debt. No second-hand or used Vehicle and Equipment are proposed to be purchased out of the Net Issue Proceeds. Page | 93Further, our Promoters, Promoter Group, Directors, Key Managerial Personnel, Senior Management Personnel and the Group Companies do not have any interest in the proposed purchase of the vehicle and equipment or in the entity from whom we have obtained quotations in relation to such proposed purchase of the vehicle and equipment and our Company has confirmed that such entities do not form part of our Promoter Group or Group Company. The board of our company pursuant to the resolution dated September 23, 2024 has approved utilisation of the Net Issue proceeds for capital expenditure. 2. TO MEET WORKING CAPITAL REQUIREMENTS: Our Company is engaged in providing surface transportation of goods in containerised trucks and warehousing services to various industries and businesses. Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. Our business requires working capital majorly for investment in trade receivables, payment to trade payables and funding day to day operations. We fund our working capital requirements in the ordinary course of business from our internal accruals and financing facilities from bank and unsecured lenders. Net Working Capital requirement of our Company as on March 31, 2025 on restated basis was ₹ 1,102.39 Lakhs as against that of ₹ 674.35 Lakhs and ₹ 437.58 Lakhs as on March 31, 2024 and March 31, 2023 respectively. The Net Working capital requirements is estimated to be ₹ 1,485.80Lakhs for FY 2025-26 and ₹ 1,888.41 lakhs for FY 2026-27. The Company will meet the requirement to the extent of ₹ 280 Lakhs from the Net Issue Proceeds of the Issue and balance from borrowings and internal accruals at an appropriate time as per the requirement. Our Company requires additional working capital for funding future growth requirements of our Company and for other corporate purposes. Furthermore, as part of our business strategy, we aim to address the rising demand from our existing customers and broaden our customer base by expanding our service reach across various regions of the country. To achieve this, our company plans to offer more favourable credit terms and extend the credit period for our customers. Additionally, we have proposed capital expenditure for investing in new vehicles and equipment to support our expansion efforts. This investment will not only enhance our operational capabilities but also improve service delivery, positioning us for long- term growth and increased market presence. Basis of estimation of working capital requirement and estimated working capital requirement (₹ in ₹ Lakhs) Projected Standalone Basis Restated Standalone Basis Particulars March 31, March 31, March 31, March 31, March 31, 2027 2026 2025 2024 2023 Trade receivables 1,901.00 1,511.00 1,218.38 911.34 629.23 Cash and Bank Balance 53.78 53.05 14.58 18.06 17.89 Loans and Advances 297.60 228.92 169.57 140.65 68.44 Other Assets (Including Non 342.85 268.50 199.57 129.08 91.91 Current) Total Current Assets 2,595.22 2,061.47 1,602.10 1,199.14 807.47 Trade payables 493.00 394.40 319.35 349.29 269.82 Other liabilities 67.04 66.38 65.72 73.35 41.80 Short-term provisions 146.77 114.90 114.63 102.15 58.27 Total Current Liabilities 706.81 575.67 499.70 524.79 369.89 Net Working Capital 1,888.41 1,485.80 1,102.40 674.35 437.58 Sources of Funds Internal Accruals/Existing Net worth/ Non-Current 1,608.41 1,335.80 1,102.40 674.35 437.58 Liability/ Borrowings / Page | 94Projected Standalone Basis Restated Standalone Basis Particulars March 31, March 31, March 31, March 31, March 31, 2027 2026 2025 2024 2023 Unsecured Loan Proceeds from IPO 280.00 150.00 0.00 0.00 0.00 Total 1,888.41 1,485.80 1,102.40 674.35 437.58 Assumptions for working capital requirements Projected Standalone Basis Restated Standalone Basis Particulars March 31, March 31, March 31, March 31, 2027 March 31, 2026 2025 2024 2023 Number of months of 2.96 2.95 3.05 2.75 2.43 Trade Receivables Number of Days of Trade 89.00 88.00 92.00 83.00 73.00 Receivables Number of months of 1.14 1.16 1.22 1.63 1.55 Trade Payable Number of days of Trade 34.00 35.00 37.00 49.00 47.00 Payable Note: 1. Holding period level (in days) of Trade Receivables is calculated by dividing trade receivables by revenue from operations multiplied by number of days in the year/period. 2. Holding period level (in days) of Trade Payables is calculated by dividing trade payables by Cost of operating expense except toll expenses, Vehicles passing & Permission expense, Warehouse Rent and insurance expense multiplied by number of days in the year/period. Based on certificate issued by M/s Jain Agarwal & Company, Chartered Accountants vide certificate dated July 28, 2025, bearing UDIN: 25516377BMJOQK7849. Justification for “Holding Period” levels The incremental working capital requirement of our company is primarily driven by increase in the trade receivables guided by the increase in the revenue from operations through proposed capital expenditure to be made by our company under our transportation vertical. Further, with the fund infusion from the net issue proceeds, we will also be in position to provide timely payment to its vendors for Cost of operating expense and get better terms and conditions resulting into reduction in trade payables. The justifications for the holding levels mentioned in the table above are provided below: Particulars Details Trade receivables are amount owed to our Company by customers. Our Company has trade receivable days in the range of 73-92 days in the financial year 2022-23, 2023-24 and 2024-25. Our company estimates Trade Receivables Holding period, in consistence with the historical trend of the company of 88 days in FY 2025-26 and 89 days in FY 2026-27. Increase in Trade Trade Receivables Receivable balance is mainly due to increase in estimated volume of sales and increase in amount receivable from customers as a result of our plan to provide favourable credit terms to our customers allowing them more time to settle their invoices. By offering this flexibility, we expect to stimulate increased sales volume and foster stronger customer relationships to expand our market share. Trade payables are amount to be paid to suppliers by company following operating expenses like Labour Charges, Lorry Hire Charges, Consumable expense, Vehicles Running & Maintenance etc. Our Company had trade payable days in the range of 37-49 days in the financial year 2022-23, Trade Payables 2023-24 and 2024-25. Our Company estimates Trade Payables Holding period of 35 days in financial year 2025-26 and 34 days in financial year 2026-27. Our company has intended to reduce number of days for trade payable to maintain relations with our suppliers. By reducing the time, it takes to settle our payables we aim to negotiate more favourable terms and conditions with our suppliers, Page | 95Particulars Details enabling us to access competitive pricing for the services we receive. Apart from above there are other working capital requirements such as Current Investments, Cash and Cash Equivalents, Other Current assets, loans and advances, short term provisions and other current liabilities. Details of which are given below. Cash and cash equivalents include balances in current accounts and cash in hand. Cash Cash and Cash Equivalents and Cash Equivalent balance is estimated based on previous year’s outstanding amount and for expected Business requirement of company. Loans and advances mainly include advance to suppliers, employees and Drivers for Loans and Advances fleet Running. Loans and advances are estimated based on previous year’s outstanding amount and for expected business requirement of company. Other Assets mainly includes balances with revenue authorities, prepaid expenses and Other Assets (Including TDS Receivables. Other Assets is estimated based on previous year’s outstanding Non-Current Assets) amount and for expected Business requirement of company. Other liabilities mainly include statutory dues payable, advances from customers and Other Liabilities provision for expenses. Other liabilities are estimated based on previous year’s outstanding amount and for expected Business requirement of company. Short-term provisions mainly include Provision for income tax and Provision for Short-term provisions Gratuity. Short-term provisions are estimated based on previous year’s outstanding amount and for expected Business requirement of company. 3. GENERAL CORPORATE PURPOSE: Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. We intend to deploy ₹ 159.40 lakhs towards the general corporate purposes to drive our business growth. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purpose subject to above mentioned limit, as may be approved by our management, including but not restricted to, the following: • acquisition/hiring of land/property for building up warehouses, • we may also enter into strategic alliances with other body corporates for expansion of our business in abroad or in India. • funding growth opportunities; • servicing our repayment obligations (principal and interest) under our existing & future financing arrangements; • capital expenditure, including towards expansion/development/refurbishment/renovation of our assets; • working capital; • meeting expenses incurred by our Company in the ordinary course of business or other uses or contingencies; and/or • Strategic initiatives and • On-going general corporate exigencies or any other purposes as approved by the Board subject to compliance with the necessary regulatory provisions. The quantum of utilization of funds towards each of the above purposes will be determined by our Board of Directors based on the permissible amount actually available under the head “General Corporate Purposes” and the business requirements of our Company, from time to time. We, in accordance with the policies of our Board, will have flexibility in utilizing the Net Issue Proceeds for general corporate purposes, as mentioned above in any permissible manner. We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose. Further, we confirm that the amount for general corporate purposes, as mentioned in this Prospectus, shall not exceed 25% of the amount raised by our Company through this Issue in compliance with the SEBI ICDR Regulations. 4. ISSUE RELATED EXPENSES The total expenses of the Issue are estimated to be approximately ₹ 144.73 lakhs. The issue expenses of this include, among others, underwriting and management fees, printing and distribution expenses, advertisement expenses, legal fees and listing fees. The estimated Issue expenses are as follows: Page | 96Expenses Expenses Expenses Expenses (% of Total (% of Gross (₹ in lakhs) Issue expenses) Issue Proceeds) Fees and commissions payable to the BRLM (including any underwriting commission, brokerage and selling 102.76 71.00 10.57 commission) Fees Payable to Registrar to the Issue 1.00 0.69 0.10 Fees payable to Legal Advisor 3.00 2.07 0.31 Fees Payable Advertising, Marketing Expenses and 8.00 5.53 0.82 Printing Expenses Fees Payable to Regulators including Stock Exchange and 10.63 7.35 1.09 other Intermediaries Fees payable to Peer Review Auditor 1.50 1.04 0.15 Fees Payable to Market Maker (for Three Years) 12.00 8.29 1.23 Commission/processing fee for SCSBs, Sponsor Bank(s) and Bankers to the Issue. Brokerage and selling 5.83 4.03 0.60 commission and bidding charges for Members of the Syndicate, Registered Brokers, RTAs and CDP Total Estimated Issue Expenses 144.73 100.00 14.89 Notes: 1. Up to July 28, 2025, our Company has deployed/incurred expense of ₹ 11.86 lakhs towards Issue Expenses and custodian connectivity charges out of internal accruals duly certified by Statutory Auditor M/s Jain Agarwal & Company, Chartered Accountants vide its certificate dated July 28, 2025 bearing UDIN: 25516377BMJOPT1900. 2. Any expenses incurred towards aforesaid issue related expenses till the date of listing of Equity Shares will be reimburse/recouped out of the gross proceeds of the issue: 3. Selling commission payable to the members of the CDPs, RTA and SCSBs, on the portion for Individual Investors and NIIs, would be as follows: Portion for Individual Investors 0.01% or ₹ 100/- whichever is less ^ (exclusive of GST) Portion for NIIs 0.01% or ₹ 100/- whichever is less ^ (exclusive of GST) ^Percentage of the amounts received against the Equity Shares Allotted (i.e. the product of the number of Equity Shares Allotted and the Issue Price). 4. The Members of RTAs and CDPs will be entitled to application charges of ₹ 10/- (plus applicable GST) per valid ASBA Form. The terminal from which the application has been uploaded will be taken into account in order to determine the total application charges payable to the relevant RTA/CDP. 5. Registered Brokers, will be entitled to a commission of ₹ 10/- (plus GST) per Application Form, on valid Applications, which are eligible for allotment, procured from Individual Investors and NIIs and submitted to the SCSB for processing. The terminal from which the application has been uploaded will be taken into account in order to determine the total processing fees payable to the relevant Registered Broker. 6. SCSBs would be entitled to a processing fee of ₹ 10/- (plus GST) for processing the Application Forms procured by the members of the Registered Brokers, RTAs or the CDPs and submitted to SCSBs. 7. Issuer banks for UPI Mechanism as registered with SEBI would be entitled to a processing fee of ₹ 10/- (plus GST) for processing the Application Forms procured by the members of the Registered Brokers, RTAs or the CDPs and submitted to them. 8. Notwithstanding anything contained above the total processing / uploading / bidding charges under above clauses payable to Syndicate/ Sub Syndicate members, Non-Syndicate, SCSBs, RTAs, CDPs, Registered Brokers, Sponsor Bank will not exceed ₹ 50,000/- (plus applicable taxes) and in case if the total uploading / bidding charges exceeds ₹ 50,000/- (plus applicable taxes) then uploading charges will be paid on pro-rata basis except the fee payable to respective Sponsor Bank. The processing fees for applications made by Individual bidders (who applies for minimum application size) using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 April 20, 2022. SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF FUNDS Page | 97In the event the Net Issue Proceeds are not completely utilised for the Objects during the respective periods mentioned in “- Schedule of implementation” below, due to factors such as (i) economic and business conditions; (ii) delay in procuring and operationalizing assets or necessary licenses and approvals; (iii) timely completion of the Issue; (iv) market conditions outside the control of our Company; and (v) any other commercial considerations, the remaining Net Issue Proceeds shall be utilised (in part or full) in subsequent periods as may be determined by our Company, in accordance with applicable laws. Further, capital expenditure towards the stated Objects may also be accelerated, due to early completion of various activities mentioned in this section. The deployment of funds indicated below is based on management estimates, current circumstances of our business, valid quotations received from third parties, other commercial and technical factors, prevailing market conditions, which are subject to change. We may have to revise our funding requirements and deployment of the Net Issue Proceeds from time to time on account of various factors, such as financial and market conditions, business and strategy and other external factors, which may not be within the control of our management. This may entail changing the allocation of funds from its planned allocation at the discretion of our management, subject to compliance with applicable law. Refer Chapter titled “Risk Factors” beginning on page no. 28 of this Prospectus. Subject to applicable laws, in the event of any increase in the actual requirement of funds earmarked for the purposes set forth below, such additional fund requirement will be met by way of any means available to us, including from internal accruals and seeking additional debt from existing and/or future lenders. (₹ in Lakhs) Estimated Estimated Amount to Amount to Utilization Utilization be funded Total be funded Amount of Net of Net Sr. from Particulars Estimated from the already Issue Issue No. Internal Cost Net Issue deployed Proceeds Proceeds accruals / Proceeds (Upto FY (Upto FY borrowings 2025-26)* 2026-27)* 1. Funding capital expenditure requirement of our company towards purchase 387.88 387.88 0.00 0.00 387.88 0.00 of trucks (“Vehicles”) and ancillary equipment (“Equipment”) 2. To Meet Working Capital 1,888.41 280.00 1,608.41 0.00 150.00 280.00 Requirements 3. General Corporate Purpose 159.40 159.40 0.00 0.00 159.40 0.00 Total 2,192.54 972.00 1,608.41 0.00 454.13 280.00 * To the extent our Company is unable to utilize any portion of the Net Issue Proceeds towards the Object, as per the estimated schedule of deployment specified above; our Company shall deploy the Net issue Proceeds in the subsequent Financial Years towards the Object. Due to general business exigencies, the use of issue proceeds may be interchangeable. However, the use of issue proceeds for General Corporate Purposes shall not exceed 25% at any point of time. APPRAISAL REPORT None of the objects for which the Issue Proceeds will be utilized have been financially appraised by any financial institutions / banks. BRIDGE FINANCING As on the date of this Prospectus, we have not entered into any bridge finance arrangements that will be repaid from the Net Issue Proceeds. However, we may draw down such amounts, as may be required, from an overdraft arrangement / cash credit facility with our lenders, to finance the existing ongoing project facility requirements until the completion of the Issue. Any amount that is drawn down from the overdraft arrangement / cash credit facility during this period to finance our existing/ ongoing projects will be repaid from the Net Issue Proceeds. INTERIM USE OF FUNDS Pending utilization of the Issue Proceeds for the Objects of the Issue described above, our Company shall deposit the funds only in Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act, 1934. Page | 98In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilization of the proceeds of the Issue as described above, it shall not use the funds from the Issue Proceeds for any investment in equity and/or real estate products and/or equity linked and/or real estate linked products. MONITORING UTILIZATION OF FUNDS There is no requirement for the appointment of a monitoring agency, as the Issue size is less than ₹ 5,000 Lakhs. Our Board will monitor the utilization of the proceeds of the Issue and will disclose the utilization of the Net Issue Proceeds under a separate head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. Our Company will indicate investments, if any, of unutilized Net Issue Proceeds in the balance sheet of our Company for the relevant Financial Year subsequent to receipt of listing and trading approvals from the Stock Exchange. Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, our Company shall on half-yearly basis disclose to the Audit Committee the Application of the proceeds of the Issue. On an annual basis, our Company shall prepare a statement of funds utilized for purposes other than stated in this Prospectus and place it before the Audit Committee. Such disclosures shall be made only until such time that all the proceeds of the Issue have been utilized in full Proceeds. The issuer shall submit a certificate of the statutory auditor for utilization of money raised through this public issue to the SME exchange while filing the half-yearly financial results, till the issue proceeds are fully utilized. The issuer shall submit a certificate of the statutory auditor to SME exchange while filing the quarterly/half yearly financial results, for use of funds as working capital in the same format as disclosed in the Prospectus, till the proceeds raised for the said object are fully utilized. VARIATION IN OBJECTS In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary the objects of the Issue without our Company being authorized to do so by the Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered Office is situated. Our Promoters or controlling Shareholders shall provide an exit offer to dissenting Shareholders who do not agree to the proposal to vary the objects, at such price, conditions and in such manner provided in Schedule XX of SEBI ICDR Regulations. OTHER CONFIRMATIONS No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, the Directors, Associates, Key Management Personnel or Group Companies except in the normal course of business and in compliance with the applicable law. [Remainder of the page has been intentionally left blank] Page | 99BASIS FOR ISSUE PRICE The Price Band and the Issue Price have been determined by our Company in consultation with the Book Running Lead Manager, on the basis of assessment of market demand for the Equity Shares by the Book Building Process and on the basis of the following quantitative and qualitative factors as described below. The financial data presented in this section are based on our Company’s Restated Standalone Financial Information. Investors should also refer to the sections/chapters titled “Risk Factors”, “Business Overview”, “Management Discussion and Analysis of Financial Position and Results of Operation” and “Restated Financial Information” on page nos. 18, 124, 231 and 176, respectively of this Prospectus to get a more informed view before making the investment decision. Our Company was required to prepare Consolidated Financial Statements for the FY 2024-25 and FY 2023-24 only. Consolidation of financial statement for FY 2022-23 was not applicable to the Company. Therefore, Our Company has prepared Restated Consolidated Financial Information for FY 2024-25 and FY 2023-24. However, in order to have better understanding and comparability, information provided in this chapter is based on Restated Standalone Financial Information for the year FY 2024-25, FY 2023-24 and FY 2022-23. QUALITATIVE FACTORS ➢ Long-standing business and track record ➢ Strong relationship with diverse customer base ➢ Wide range of logistics services and solutions ➢ Strong knowledge and experience of our promoters For details of qualitative factors, please refer to the paragraph “Our Competitive Strengths” in the chapter titled “Business Overview” beginning on page no. 124 of this Prospectus. QUANTITATIVE FACTORS 1. Basic & Diluted Earnings Per Share (EPS): Restated Profit After Tax attributable to Equity Shareholders Basic earnings per share (₹) = Weighted Average Number of Equity Shares outstanding Restated Profit After Tax attributable to Equity Shareholders Diluted earnings per share (₹) = Weighted Average Number of Equity Shares outstanding after adjusting adjusted for the effects of all dilutive potential equity shares Weighted Average Financial Year Basic EPS (in ₹) Diluted EPS (in ₹) Weights Financial Year ended March 31, 2025 8.58 8.58 3 Financial Year ended March 31, 2024 7.59 7.59 2 Financial Year ended March 31, 2023 19.36 19.36 1 Weighted Average 10.05 10.05 Notes: 1. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. sum of (EPS x Weight) for each year /Total of weights. 2. Basic and diluted EPS are based on the Restated Financial Information and calculated in accordance with Accounting Standard 20 ‘Earning per Share’. 3. The face value of each Equity Share is ₹10. 4. Number of shares are adjusted by Increase in Capital through issue of Bonus shares on February 12, 2024 in the ratio of 6:1 i.e., 6 (Six) Equity Shares for every 1 (One) Equity Share held. Simple Average Financial Year Basic EPS (in ₹) Diluted EPS (in ₹) Weights Financial Year ended March 31, 2025 8.58 8.58 1 Page | 100Financial Year Basic EPS (in ₹) Diluted EPS (in ₹) Weights Financial Year ended March 31, 2024 7.59 7.59 1 Financial Year ended March 31, 2023 19.36 19.36 1 Simple Average 11.84 11.84 Notes: 1. Simple average = Aggregate of year-wise EPS/ Total of weights. 2. Basic and diluted EPS are based on the Restated Financial Information and calculated in accordance with Accounting Standard 20 ‘Earning per Share’. 3. The face value of each Equity Share is ₹10. 4. Number of shares are adjusted by Increase in Capital through issue of Bonus shares on February 12, 2024 in the ratio of 6:1 i.e., 6 (Six) Equity Shares for every 1 (One) Equity Share held. 2. Price to Earnings (P/E) ratio in relation to Issue Price of ₹ 75 per Equity Shares: Issue Price Price to Earnings Ratio (P/E) = Restated Earnings Per Share P/E at Issue Price Particulars EPS (in ₹) (No. of times) Based on EPS of Financial Year ended March 31, 2025 8.58 8.74 Based on Weighted Average EPS 10.05 7.46 Based on Simple Average EPS 11.84 6.33 Industry PE: Face value of equity Particulars Industry Peer P/E Ratio Peer Group Company Name shares (₹) Highest 11.42 Premier Roadlines Limited 10.00 Lowest 8.29 Coastal Roadways Limited 10.00 Average 9.85 - - Notes: (1) The highest and lowest industry P/E shown above is based on the peer set provided below under “Comparison with listed industry peers”. The industry average has been calculated as the arithmetic average P/E of the peer set provided below. (2) P/E Ratio has been computed based on the Closing market price of equity shares on NSE and BSE divided by the Diluted EPS. Closing price on March 28, 2025 on NSE and BSE has been taken as the Closing Market Price (CMP). However, Closing Market Price of Coastal Roadways Limited is considered as on March 27, 2025 as the Closing Market Price as on March 28, 2025 is not available. 3. Return on Net Worth: Restated Profit After Tax attributable to Equity Shareholders Return on Net Worth (%) = * 100 Closing Net Worth Financial Year/Period Return on Net Worth (in %) Weights Financial Year ended March 31, 2025 39.40 3 Financial Year ended March 31, 2024 57.38 2 Financial Year ended March 31, 2023 86.36 1 Weighted Average 53.22 Notes: 1. Weighted Average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. sum of (RoNW x Weight) for each year / Total of weights; 2. The figures disclosed above are based on the Restated Standalone Financial Information of our Company. 3. Net-worth, as restated at the end of the relevant financial year (Equity attributable to the owners of the company). 4. Net Asset Value per Equity Share: Page | 101Restated Net Worth as at the end of the Financial Year Restated Net Asset Value per equity share (₹) = Number of Equity Shares outstanding Particular Amount (in ₹) Financial Year ended March 31, 2025 21.78 Financial Year ended March 31, 2024 13.20 Financial Year ended March 31, 2023 22.41 After completion of the Issue • At Issue Price 36.16 Issue Price per equity share 75.00 Notes: 1. Number of shares are adjusted by Increase in Capital through issue of Bonus shares on February 12, 2024 in the ratio of 6:1 i.e., 6 (Six) Equity Shares for every 1 (One) Equity Share held. 2. Net Asset Value per Share is calculated as net worth attributable to equity shareholders as at the end of Financial Year divided by total number of equity shares outstanding as on the last day of the year. 3. “Net Worth attributable to the equity shareholders” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets, capital reserve, write-back of depreciation and amalgamation as per the SEBI ICDR Regulations as at, March 31, 2025, March 31, 2024 and March 31, 2023. 4. Issue Price per Equity Share has been determined on conclusion of the Book Building Process. 5. Comparison of Accounting Ratios with Listed Peer Group Companies: Following is the comparison with our listed peer group companies: NAV per Revenue Name of Face Closing Standalone / EPS (₹) P/E RoNW Equity from the Value Market Consolidated Basic Ratio(2) (%) Share operations company (₹) Price (₹)(1) (₹) (₹ in Lakhs) BLT Consolidated 10.00 75.00 10.97 6.84 43.73 25.08 4,916.91 Logistics Limited # Standalone 10.00 75.00 8.58 8.74 39.40 21.78 4,792.48 Peer Group* Premier Roadlines Consolidated 10.00 81.20 7.11 11.42 17.66 38.98 28,889.48 Limited Coastal Roadways Standalone 10.00 29.00 3.50 8.29 6.27 56.42 4,099.99 Limited *Source: All the financial information for listed industry peer mentioned above is on a consolidated and/or standalone basis sourced from the Annual Reports and Financial Results of the peer company uploaded on the NSE and BSE website for the financial year ended March 31, 2025. #The financial information for our Company is based on the Restated Consolidated Financial Information and Restated Standalone Financial Information as at and for the financial year ended March 31, 2025. Notes: 1. Closing price on March 28, 2025 on NSE and BSE has been taken as the Closing Market Price (CMP). However, Closing Market Price of Coastal Roadways Limited is considered as on March 27, 2025 as the Closing Market Price as on March 28, 2025 is not available. Closing price of our Company is the Issue Price of our Company. 2. P/E Ratio has been computed based on the closing market price of equity shares on NSE and BSE divided by the Diluted EPS. 3. RoNW is computed as net profit after tax divided by the closing net worth. Net worth has been computed as sum of share capital and reserves and surplus. 4. NAV is computed as the closing net worth divided by the closing outstanding number of equity shares adjusted for corporate actions, if any. 5. The face value of the Equity Shares is ₹ 10 each and the Issue Price is 7.50 times the face value. Bidders should also refer “Risk Factors”, “Business Overview”, “Summary of Financial Information”, “Restated Financial Information”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page nos. 28, 124, 59, 176 and 231, respectively, to have an informed view before making an investment decision. KEY FINANCIAL AND OPERATIONAL PERFORMANCE INDICATORS (“KPIs”) Page | 102The table below sets forth the details of the KPIs that our Company considers have a bearing for arriving at the basis for Issue Price. These KPIs have not been used historically by our Company to understand and analyse the business performance, which in result, help us in analysing the growth of various vertical segments. The Bidders can refer to the below-mentioned KPIs, being a combination of financial and operational key financial and operational metrics, to make an assessment of our Company’s performance in various business verticals and make an informed decision. The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated July 29, 2025 and the Audit Committee has verified and confirmed that there are no KPIs pertaining to our Company that have been disclosed to investors at any point of time during the three years period prior to the date of this Prospectus have been disclosed in this section. KPIs disclosed below have been subject to verification and certification by M/s Jain Agarwal & Company, Chartered Accountants, by their certificate dated July 29, 2025, which has been included as part of the “Material Contracts and Documents for Inspection” beginning on page no. 332. The KPIs of our Company have been disclosed in the sections “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page nos. 124 and 231, respectively. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchange or till the complete utilization of the proceeds of the Fresh Issue as per the disclosure made in the Objects of the Issue Section, whichever is later or for such other duration as may be required under the SEBI (ICDR) Regulations, 2018. Set forth below are KPIs which are being used by our Company to understand and analyze the business performance, which in result, help us in analyzing the growth of various verticals of the Company that have a bearing for arriving at the Basis for the Issue Price. Key Performance Indicators of our Company For the Financial Year ended on March 31 Particulars 2025 2024 2023 Revenue from Operations (₹ in Lakhs) 4,792.48 3,971.44 3,103.14 Growth in Revenue from Operations (%) 20.67 27.98 48.18 Gross Profit (₹ in Lakhs) 1,073.10 917.50 633.86 Gross Profit Margin (%) 22.39 23.10 20.43 EBITDA (₹ in Lakhs) 759.56 657.46 398.60 EBITDA Margin (%) 15.85 16.55 12.84 Profit After Tax (₹ in Lakhs) 300.35 265.04 135.49 PAT Margin (%) 6.27 6.67 4.37 RoE (%) 49.07 85.66 152.00 RoCE (%) 27.66 35.29 22.23 Operating Cash Flows (₹ in Lakhs) 226.72 341.08 352.52 Fleet of vehicles 121 105 86 (1) Fleet of vehicles owned by our Company 106 90 73 (2) Fleet of vehicles owned by our Subsidiary Sabarmati 15 15 13 Express India Private Limited Number of orders completed by our Company 12,328 7,657 6,331 Number of Warehouses 3 2 1 Square Feet of Warehouses 32,300 19,000 5,000 Number of Employees 62 37 13 % contribution of customers to total revenue from operations Top 1 (in %) 14.71 16.72 18.54 Top 3 (in %) 34.55 36.43 32.59 Top 5 (in %) 46.28 47.36 44.03 Top 10 (in %) 64.46 66.46 61.27 Page | 103Source: As certified by M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated July 29, 2025 bearing UDIN: 25516377BMJOQP7764. Notes: 1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Standalone Financial Information. 2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period. 3) Gross Profit is calculated as Revenue from Operations less Cost of Operating expenses. 4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations. 5) EBITDA is calculated as profit after tax for the year, plus tax expenses (consisting of current tax, deferred tax and tax expenses relating to earlier years), finance costs and depreciation and amortization expenses reduced by other income. 6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations. 7) Profit After Tax Means Profit for the year as appearing in the Restated Standalone Financial Information. 8) PAT Margin (%) is calculated as Profit after tax for the year as a percentage of Revenue from Operations. 9) RoE (Return on Equity) (%) is calculated as Profit after Tax for the year divided by Average Shareholder Equity. 10) RoCE (Return on Capital Employed) (%) is calculated as Earnings Before Interest and Taxes reduced by Other Income divided by average capital employed. Capital Employed includes Tangible Net Worth, Long-Term Borrowing, Short-Term Borrowing and Deferred Tax Liability/ (Deferred Tax Asset). 11) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Standalone Financial Information. Explanation for KPI metrics KPI Explanations Revenue from Operations is used by our management to track the revenue Revenue from Operations (₹ in Lakhs) profile of the business and in turn helps assess the overall financial performance of our Company and size of our business. Growth in Revenue from Operations Growth in Revenue from Operations provides information regarding the (%) growth of our business for the respective period. Gross Profit provides information regarding the profits from manufacturing of Gross Profit (₹ in Lakhs) products by the Company. Gross Profit Margin is an indicator of the profitability on sale of products Gross Profit Margin (%) manufactured by the Company. EBITDA provides information regarding the operational efficiency of the EBITDA (₹ in Lakhs) business. EBITDA Margin is an indicator of the operational profitability and financial EBITDA Margin (%) performance of our business. Profit after tax provides information regarding the overall profitability of the Profit After Tax (₹ in Lakhs) business. PAT Margin is an indicator of the overall profitability and financial PAT Margin (%) performance of our business. RoE provides how efficiently our Company generates profits from average RoE (%) shareholders’ funds. ROCE provides how efficiently our Company generates earnings from the RoCE (%) average capital employed in the business. Operating cash flows provides how efficiently our company generates cash Operating Cash Flows (₹ in Lakhs) through its core business activities. Fleet of vehicles demonstrates number of vehicles owned by our Company and Fleet of vehicles our Subsidiary. Number of Orders completed by our Number of Orders completed by our Company demonstrates the number of Company orders completed by our Company during a financial year. Number of Warehouses demonstrates the number of warehouses rented by our Number of Warehouses Company for providing warehousing services. Square Feet of Warehouses demonstrates the area of the warehouses rented by Square Feet of Warehouses our Company for providing warehousing services. Number of Employees Workforce strength demonstrates the Employees strength of our Company. Customer contribution to revenue provides customer concentration risk for Customers (% Contribution to Sales) Top 1, 3, 5 and 10 customers. Page | 104COMPARISON OF KPIs OF OUR COMPANY AND OUR LISTED PEERS: BLT Logistics Limited* Premier Roadlines Limited* Coastal Roadways Limited* For the Financial Year ended on For the Financial Year ended on For the Financial Year ended on Particulars March 31 March 31 March 31 2025 2024 2023 2025 2024 2023 2025 2024 2023 Revenue from Operations (₹ in Lakhs) 4,792.48 3,971.44 3,103.14 28,825.59 22,854.31 19,192.65 4,099.99 3,824.17 3,898.74 Growth in Revenue from Operations (%) 20.67 27.98 48.18 26.13 19.08 38.45 7.21% (1.91) (3.53) Gross Profit (₹ in Lakhs) 1,073.10 917.50 633.86 4,238.61 3,598.36 2,674.34 611.68 476.79 442.58 Gross Profit Margin (%) 22.39 23.10 20.43 14.70 15.74 13.93 14.92% 12.47 11.35 EBITDA (₹ in Lakhs) 759.56 657.46 398.60 2,459.97 2,122.08 1,292.45 302.87 342.37 622.94 EBITDA Margin (%) 15.85 16.55 12.84 8.53 9.29 6.73 7.39% 8.95 15.98 Profit After Tax (₹ in Lakhs) 300.35 265.04 135.49 1,568.58 1,262.42 719.85 146.63 225.98 494.98 PAT Margin (%) 6.27 6.67 4.37 5.44 5.52 3.75 3.58% 5.91 12.70 RoE (%) 49.07 85.66 152.00 24.36 37.77 30.61 6.67% 11.61 31.19 RoCE (%) 27.66 35.29 22.23 22.40 29.15 22.92 7.01% 10.19 28.20 Operating Cash Flows (₹ in Lakhs) 226.72 341.08 352.52 (1,633.17) 407.08 (394.73) 171.70 (1.58) 119.02 Fleet of vehicles 121 105 86 N.A. N.A. N.A. N.A. N.A. N.A. (1) Fleet of vehicles owned by our Company. 106 90 73 N.A. N.A. N.A. N.A. N.A. N.A. (2) Fleet of vehicles owned by our Subsidiary 15 15 13 N.A. N.A. N.A. N.A. N.A. N.A. Sabarmati Express India Private Limited. Number of orders completed by our Company 12,328 7,657 6,331 N.A. N.A. N.A. N.A. N.A. N.A. Number of Warehouses 3 2 1 N.A. N.A. N.A. N.A. N.A. N.A. Square Feet of Warehouses 32,300 19,000 5,000 N.A. N.A. N.A. N.A. N.A. N.A. Number of Employees 62 37 13 245 210 N.A. 46 46 47 % contribution of customers to total revenue from operations Page | 105BLT Logistics Limited* Premier Roadlines Limited* Coastal Roadways Limited* For the Financial Year ended on For the Financial Year ended on For the Financial Year ended on Particulars March 31 March 31 March 31 2025 2024 2023 2025 2024 2023 2025 2024 2023 Top 1 (in %) 14.71 16.72 18.54 N.A. N.A. N.A. N.A. N.A. N.A. Top 3 (in %) 34.55 36.43 32.59 N.A. N.A. N.A. N.A. N.A. N.A. Top 5 (in %) 46.28 47.36 44.03 N.A. N.A. N.A. N.A. N.A. N.A. Top 10 (in %) 64.46 66.46 61.27 N.A. N.A. 23.06 N.A. N.A. N.A. * Based on Restated Standalone Information of our Company and Standalone financial statements of our listed peers. Certified by our statutory auditors M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated July 29, 2025 bearing UDIN: 25516377BMJOQP7764. [Remainder of the page has been intentionally left blank] Page | 106WEIGHTED AVERAGE COST OF ACQUISITION: a) Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the employee stock option schemes and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more than 5% of the paid-up share capital of our Company (calculated based on the pre-Issue capital before such transaction(s) and excluding ESOPs granted but not vested) in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Primary Issuances”) There have been no issuances of Equity Shares or convertible securities, excluding shares issued under ESOP/ESOS and issuance of bonus shares, during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of rolling 30 days. b) Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving our Promoters, the members of the Promoter Group during the 18 months preceding the date of filing of the Prospectus, where the acquisition or sale is equal to or more than 5% of the paid-up share capital of our Company (calculated based on the pre-Issue capital before such transaction/s and excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”). There have been secondary sale/ acquisitions of Equity Shares or any convertible securities (excluding gifts), where our Promoters, or Promoter Group are a party to the transaction (excluding gifts) during the 18 months preceding the date of this Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of our Company (calculated based on the pre-Issue capital before such transaction(s) and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. Details of such transaction is as follows: Transfer Number of Transfer price Sr Name of Name of price per Date of Transfer Equity per Equity No. Transferor Transferee Equity Share Shares Share (in ₹) (in ₹)* 1. Krishan Kumar Roshani February 09, 2024 25,000 78.00 11.14 2. Krishan Kumar Anita February 09, 2024 25,000 78.00 11.14 3. Rakesh Kumar Kiran February 09, 2024 24,750 78.00 11.14 4. Rakesh Kumar Raveen Kumar February 09, 2024 25,000 78.00 11.14 5. Rakesh Kumar Kuldeep February 09, 2024 250 78.00 11.14 Weighted Average Cost of Acquisition 11.14 *The Transfer Price has been adjusted for corporate action i.e. Bonus issue made on February 12, 2024 c) Price per share based on the last five primary or secondary transactions; Since there are transactions to report under (a) and (b) therefore, information based on last 5 primary or secondary transactions (secondary transactions where Promoters / Promoter Group entities or Selling Shareholder or shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction) not older than 3 years prior to the date of this Prospectus irrespective of the size of transactions is not required to be disclosed. d) Weighted average cost of acquisition and issue price: Weighted average cost of Issue Price Types of transactions acquisition (₹ per Equity (i.e. ₹ 75) Share) Weighted average cost of acquisition for last 18 months for primary / new issue of shares (equity/ convertible securities), excluding shares issued N.A. N.A. under an employee stock option plan/employee stock option scheme and issuance of bonus shares, during the 18 months preceding the date of Page | 107Weighted average cost of Issue Price Types of transactions acquisition (₹ per Equity (i.e. ₹ 75) Share) filing of this Prospectus, where such issuance is equal to or more than five per cent of the fully diluted paid-up share capital of our Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. Weighted average cost of acquisition for last 18 months for secondary sale / acquisition of shares (equity/convertible securities), where promoter / promoter group entities or Selling Shareholders or shareholder(s) having the right to nominate director(s) in our Board are a party to the transaction (excluding gifts), during the 18 months preceding the date of filing of this Prospectus, where either acquisition or sale is equal to or more than five 11.14 6.73 times per cent of the fully diluted paid-up share capital of our Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. If there were no primary or secondary transactions of equity shares of our Company during the 18 months preceding the date of filing of this Prospectus, where either issuance or acquisition/ sale is equal to or more than five per cent of the fully diluted paid-up share capital of our Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not N.A. N.A. vested), the information has been disclosed for price per share of our Company based on the last five secondary transactions where promoter /promoter group entities or Selling Shareholders or shareholder(s) having the right to nominate director(s) on our Board, are a party to the transaction, during the last three years preceding to the date of filing of this Prospectus irrespective of the size of the transaction. As certified by our statutory auditors M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated July 29, 2025 bearing UDIN: 25516377BMJOQP7764. Explanation for Issue Price being 6.73 times price of weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (set out in (d) above) along with our Company’s key performance indicators and financial ratios for the year ended March 31, 2025, 2024 and 2023. • Consistent Growth in Revenue from operations of the company with CAGR (Compounded Annual Growth Rate) of 24.27% from Financial Year 2022-23 to Financial Year 2024-25; • Consistent Growth in Gross profits of the company with CAGR (Compounded Annual Growth Rate) of 30.11% from Financial Year 2022-23 to Financial Year 2024-25; • Consistent Growth in Profit after Tax of the company with CAGR (Compounded Annual Growth Rate) of 48.89% from Financial Year 2022-23 to Financial Year 2024-25; • Consistent Growth in EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) of the company with CAGR (Compounded Annual Growth Rate) of 38.04% from Financial Year 2022-23 to Financial Year 2024-25. Page | 108STATEMENT OF SPECIAL TAX BENEFITS To, The Board of Directors, BLT Logistics Limited Plot No 304 A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, New Delhi, Delhi, India, 110078 Dear Sir, Subject: Statement of possible tax benefits (“the statement”) available to BLT Logistics Limited (“the company”), its shareholder and its Material Subsidiary Company (Sabarmati Express India Private Limited) prepared in accordance with the requirement in Point No. 9 (L) of Part A of Schedule VI to the Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018. Ref: Proposed Initial Public Offering of Equity Shares of Face Value ₹10 Each (The “Equity Shares”) of BLT Logistics Limited (The “Company”). 1. We hereby confirm that the enclosed Annexure I, prepared by BLT Logistics Limited ('the Company'), which provides the possible special tax benefits under direct tax and indirect tax laws presently in force in India, including the Income- tax Act, 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs Act, 1962 and the Customs Tariff Act, 1975 (collectively the “Taxation Laws”), the rules, regulations, circulars and notifications issued thereon, as applicable to the Assessment Year 2026-27 relevant to the Financial Year 2025-26, available to the Company, its shareholders and its Material Subsidiary. Several of these benefits are dependent on the Company or its shareholders or its Material Subsidiary fulfilling the conditions prescribed under the relevant provisions of the Taxation Laws. Hence, the ability of the Company and or its shareholders or its Material Subsidiary to derive the tax benefits is dependent upon their fulfilling such conditions which, based on business imperatives the Company faces in the future, the Company or its shareholders or its Material Subsidiary may or may not choose to fulfil. 2. This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (‘SEBI ICDR Regulations’). While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, it is assumed that with respect to special tax benefits available to the Company, its shareholders and its Material Subsidiary Company and the same would include those benefits as enumerated in the statement. The benefits discussed in the enclosed statement cover the possible special tax benefits available to the Company, its Shareholders and its Material Subsidiary Company and do not cover any general tax benefits available to them. Any benefits under the Taxation Laws other than those specified in the statement are considered to be general tax benefits and therefore not covered within the ambit of this statement. Further, any benefits available under any other laws within or outside India, except for those specifically mentioned in the statement, have not been examined and covered by this statement. 3. The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated is the responsibility of the Company's management. We are informed that these Annexures are only intended to provide information to the investors and are neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the proposed initial public offering. 4. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non- resident has fiscal domicile. 5. We do not express any opinion or provide any assurance as to whether i) the Company or its shareholders or its Material Subsidiary will continue to obtain these benefits in future; Page | 109ii) the conditions prescribed for availing the benefits have been I would be met with; and iii) the revenue authorities’ courts will concur with the views expressed herein. 6. The Content of the enclosed Annexures are based on information, explanations and representations obtained from the company and on the basis of their understanding of the business activities and operations of the company. 7. No assurance is given that the revenue authorities/ Courts will concur with the view expressed herein. Our views are based on existing provisions of law and its implementation, which are subject to change from time to time. We do not assume any responsibility to updates the views consequent to such changes. 8. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement. 9. This certificate is provided solely for the purpose of assisting the addressee Company in discharging its responsibility under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/Prospectus in connection with the proposed issue of equity shares and is not be used, referred to or distributed for any other purpose without our written consent. For M/s Jain Agarwal & Company, Chartered Accountants Firm Reg. No. – 024866N CA Jatin Jain Partner Membership no. 516377 UDIN: 25516377BMJOPM5317 Date: July 22, 2025 Place: New Delhi Page | 110ANNEXURE I TO THE STATEMENT OF TAX BENEFITS The information provided below sets out the possible special tax benefits available to the Company, the Shareholders and its Material Subsidiary Company under the Taxation Laws presently in force in India. It is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment in the Equity Shares particularly in view of the certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR SITUATION A. SPECIAL TAX BENEFITS TO THE COMPANY The Company is not entitled to any special tax benefits under the Taxation Laws. B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER The Shareholders of the Company are not entitled to any special tax benefits under the Taxation Laws. C. SPECIAL TAX BENEFITS TO THE MATERIAL SUBSIDIARY COMPANY Our Material Subsidiary Company is not entitled to any special tax benefits under the Taxation Laws. Note: 1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where the shares are held by joint holders. We hereby give our consent to include our above referred opinion regarding the special tax benefits available to the Company, to its shareholders and its Material Subsidiary Company in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus. [Remainder of the page has been intentionally left blank] Page | 111SECTION VIII – ABOUT THE COMPANY INDUSTRY OVERVIEW The information in this section has been extracted from various websites and publicly available documents from various industry sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor any other person connected with the Issue has independently verified the information provided in this section. Industry sources and publications, referred to in this section, generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured, and, accordingly, investment decisions should not be based on such information. GLOBAL OUTLOOK Policy Uncertainty Tests Global Resilience The global economy is at a critical juncture. Signs of stabilization were emerging through much of 2024, after a prolonged and challenging period of unprecedented shocks. Inflation, down from multidecade highs, followed a gradual though bumpy decline toward central bank targets (Figure 1.1). Labor markets normalized, with unemployment and vacancy rates returning to prepandemic levels (Figure 1.2). Growth hovered around 3 percent in the past few years, and global output came close to potential (Figure 1.3). However, major policy shifts are resetting the global trade system and giving rise to uncertainty that is once again testing the resilience of the global economy. Since February, the United States has announced multiple waves of tariffs against trading partners, some of which have invoked countermeasures. Markets first took the announcements mostly in stride, until the United States’ near-universal application of tariffs on April 2, which triggered historic drops in major equity indices and spikes in bond yields, followed by a partial recovery after the pause and additional carve-outs announced on and after April 9. Despite significant equity market corrections in early March and April, price-to-earnings ratios in the United States remain at elevated levels in historical context, raising concerns about the potential for further disorderly corrections (April 2025 Global Financial Stability Report [GFSR]). Uncertainty, especially that regarding trade policy, has surged to unprecedented levels (Figure 1.4). The degree of the surge varies across countries, depending on exposures to protectionist measures through trade and financial linkages as well as broader geopolitical relationships. These developments come against an already-cooling economic momentum. Recent data on real activity have been disappointing, with GDP growth in the fourth quarter of 2024 trailing the forecasts in the January 2025 World Economic Outlook (WEO) Update. High-frequency indicators such as retail sales and purchasing managers’ surveys point to slowing growth. In the United States, consumer, business, and investor sentiment was optimistic at the beginning of the year but has recently shifted to a notably more pessimistic stance as uncertainty has taken hold and new tariffs have been announced. In labor markets, hiring has slowed in many countries, and layoffs have risen. Meanwhile, progress on disinflation has mostly stalled, and inflation has edged upward in some cases, with an increasing number of countries exceeding their inflation targets. Services inflation, though still on a downward trend, remains above levels prior to the inflation surge, and core goods inflation has seen an uptick since November 2024. Trade has held up, but this is mostly because of an increase in Chinese exports and US imports at the end of 2024, with consumers and businesses likely front-loading ahead of tariffs that were anticipated back then and now are in place. In the backdrop, domestic imbalances and policy gaps give rise to unbalanced growth while opening up potential fragilities. In some countries, such as China, growth in 2024 has been mainly supported by external demand. On the contrary, in the United States, private consumption—traditionally the major contributor to GDP growth—as a share of GDP has reached its highest point during the 2020s, and the fiscal deficit remains historically large. Within-country inequalities in households’ income gains signal another potential vulnerability. In some cases, real GDP has recovered, but real GDP per capita has not (Figure 1.5, panel 1). In others, median income has fallen behind, whereas incomes at the top and bottom of the distribution have recovered. Meanwhile, salient indicators of the cost of living, such as house prices and rents, have increased substantially (Figure 1.5, panel 2). Varying Momentum across Countries The stable performance of the global economy in the past couple of years hides important differences across countries. These differences are the result of diverse shocks, structural characteristics, and policy actions. They manifest themselves in varying cyclical positions and structural forces determining the outlook. Page | 112Page | 113[Source: World Economic Outlook – April 2025 (imf.org)] INDIAN ECONOMY Domestic Economy Remains Steady Amidst Global Uncertainties As per the first advance estimates released by the National Statistical Office, Ministry of Statistics & Programme Implementation (MoSPI), the real gross domestic product (GDP) growth for FY25 is estimated to be 6.4 per cent. From the angle of aggregate demand in the economy, private final consumption expenditure at constant prices is estimated to grow by 7.3 per cent, driven by a rebound in rural demand. PFCE as a share of GDP (at current prices) is estimated to increase from 60.3 per cent in FY24 to 61.8 per cent in FY25. This share is the highest since FY03. Gross fixed capital formation (GFCF) (at constant prices) is estimated to grow by 6.4 per cent. On the supply side, real gross value added (GVA) is also estimated to grow by 6.4 per cent. The agriculture sector is expected to rebound to a growth of 3.8 per cent in FY25. The industrial sector is estimated to grow by 6.2 per cent in FY25. Strong growth rates in construction activities and electricity, gas, water supply and other utility services are expected to support industrial expansion. Growth in the services sector is expected to remain robust at 7.2 per cent, driven by healthy activity in financial, real estate, professional services, public administration, defence, and other services. The analysis of growth trends in this chapter, hereinafter, is mostly based on the trends in the first half (H1) of FY25, on which the information base is more comprehensive. Resilient recovery The COVID-19 pandemic caused widespread disruptions to economies worldwide. Economic Survey 2023-24 compared the post-pandemic trends until Q4 FY24 with the pre-pandemic trajectory and concluded that the economy grew briskly enough to avert any permanent loss of output. This section extends the analysis to Q2 FY25 (ending September 2024) with a sectoral view of the economy. The overall picture is encouraging. Aggregate GVA surpassed its pre-pandemic trend in Q1 FY25, and it now hovers above the trend in the H1 FY25. The agriculture sector remains strong, consistently operating well above trend levels. The industrial Page | 114sector has also found its footing above the pre-pandemic trajectory. The robust rate of growth in the recent years has taken the services sector close to its trend levels (Chart I.21 to Chart I.24). A closer look at industrial sub-sectors reveals a spectrum of performances (Chart I.25). Construction has been a standout, gaining momentum since mid-FY21 and soaring approximately 15 per cent above its pre-pandemic trend—an impressive feat driven by robust infrastructure development and housing demand. The utilities sector, including electricity, gas, water supply, and other services, reached its pre-pandemic trend by the end of FY23 and has consistently stayed above these levels. Manufacturing, while steadily recovering, remains slightly below its pre-pandemic trajectory. Meanwhile, mining continues to operate below its pre-pandemic trend. The recovery within the services sector has been uneven (Chart I.26). Financial, real estate and professional services have taken the lead, surpassing pre-pandemic trend levels by the end of FY23. Public administration, defence, and other services followed suit, exceeding the trend for the first time in Q1 of FY25 since the onset of the pandemic. However, trade, hotels, transport, and communication services are gradually catching up with the pre-pandemic trend. These contact-intensive sectors faced challenges due to lockdown, restricted demand for travel, and reduced demand for hospitality, entertainment, and personal services. Growth in H1 FY25 driven by agriculture and services sector The real GVA grew by 6.2 per cent in H1 FY25. A strong growth momentum in Q1 FY25 was followed by a subdued performance in Q2 FY25. The agriculture and services sectors emerged as key growth drivers during this period. However, the overall growth was tempered by moderation in industrial growth, particularly in manufacturing, which faced challenges from slowing global demand and supply chain disruptions. Improved agricultural prospects in FY25 Agriculture growth remained steady in H1 FY25, with Q2 recording a growth rate of 3.5 per cent, marking an improvement over the previous four quarters. Healthy Kharif production, above-normal monsoons, and an adequate reservoir level supported agricultural growth. As per the first advanced estimates of agricultural production for 2024-25, total Kharif food grain production is estimated at a record 1647.05 lakh metric tonnes (LMT), higher by 5.7 per cent compared to 2023-24 and 8.2 per cent higher than the average food grain production in the past five years. The estimated increase is mainly on account of the rise in rice, maize, coarse grains and oilseeds output. A normal southwest monsoon in 2024 has improved the water levels in reservoirs, ensuring sufficient water for irrigation during the rabi crop production. As of 10 January 2025, rabi sowing of wheat and gram was 1.4 per cent and 0.8 per cent higher, respectively, compared to the previous year. Improved agricultural prospects also bode well for softening of food inflation pressures over the course of the year. Manufacturing sector growth moderates but shows positive expectations Page | 115The industrial sector grew by 6 per cent in H1 FY25. Q1 saw a strong growth of 8.3 per cent, but growth moderated in Q2 due to three key factors. First, manufacturing exports slowed significantly due to weak demand from destination countries, and aggressive trade and industrial policies in major trading nations. Second, the above average monsoon had mixed effects - while it replenished reservoirs and supported agriculture, it also disrupted sectors like mining, construction, and, to some extent, manufacturing. Third, the variation in the timing of festivities between September and October in the previous and current years led to a modest growth slowdown in Q2 FY25. Disaggregated data reveals that while many manufacturing sub-sectors experienced growth, others faced challenges, likely due to global and seasonal factors. Oil companies suffered due to inventory losses and lower refining margins, while steel companies faced price pressures and lower global prices. The cement sector faced weak demand in Q2 due to heavy rains and lower selling prices. However, with the conclusion of the monsoon season and the expected pick-up in government capital expenditure, sectors such as cement, iron, and steel are expected to see a recovery. Further, mining and electricity are expected to normalise after the monsoon-related disruptions. Despite various challenges, India continues to register the fastest growth in manufacturing PMI, which is also reflected in Chart I.7 of the previous section. The latest Manufacturing PMI for December 2024 remained well within the expansionaryzone. The expansion rate for December 2024 exceeded its long-term average, driven by new business gains, robust demand, and advertising efforts. Meanwhile, international orders grew to a four-month high midway through the third fiscal quarter, signaling recovering external demand, as reported by companies. According to the RBI's Industrial Outlook Survey, manufacturing firms reported improved demand conditions in Q3 FY25 and expect further improvements in Q4 FY25 and Q1 FY26. The survey also reflected better expectations for production, order books, employment, capacity utilisation, and the overall business environment during Q4 FY25 and Q1 FY26. Robust growth in the services sector The services sector continues to perform well in FY25. A notable growth in Q1 and Q2 resulted in 7.1 per cent growth in H1 FY25. Across sub-categories, all the sub-sectors have performed well. The robust performance of the services sector is also Page | 116reflected in high-frequency indicators (HFIs). PMI services have been in an expansionary zone during H1 FY25, supported by growth in new orders, rise in output, improvement in sales and enhanced employment generation. The hospitality sector performed well, with hotel occupancy rates in H1 FY25 similar to the previous year. Average daily rates and revenue per room increased due to higher corporate and leisure travel. Air cargo activity grew in double digits, while port traffic remained stable. Information Technology (IT) companies also performed better than the previous quarter. [Source: Economic Survey 2024-25 https://www.indiabudget.gov.in/economicsurvey/ ] LOGISTICS INDUSTRY Logistics sector in India – undergoing rapid transformation Logistics sector in India is transforming at an unprecedent pace due to key factors like changing global and local trade dynamics, growing manufacturing industry, expansion of eCommerce market, sustainability pressures, and large-scale digitisation of supply chain. Sector is breaking away from traditional brick and mortar approach to a more technology enabled sector, enabling businesses of all sizes and individuals from diverse backgrounds to take part in this dynamic and economically important sector. Recognising the strategic importance of Logistics sector and the transformational impact it can have on the overall economy, Government of India has adopted a comprehensive and synergised, ‘whole of Government’ approach to ensure that both demand and supply side fundamentals of the sector are viewed in their entirety with an end-to-end perspective. Traditional sectoral approach has been replaced by a renewed ‘whole of Government’ and ‘data driven’ approach leveraging the power of technology to ensure integrated development of logistics sector in the country. Significant work has been done and continues to be done in planning and delivering pathbreaking improvements in ‘infrastructure reforms’ (Bharatmala, Sagarmala, National Rail Plan, Dedicated Freight Corridors, Jal Marg Vikas, UDAN, etc) and ‘process reforms’ (e-SANCHIT, Unified Logistics Interface Platform, Logistics Data Bank, Port Community System, Sagar Setu – National Logistics Portal - Marine etc). Brick-and-mortar infrastructure reforms coupled with structural and regulatory reforms are enhancing logistics efficiency and Ease of Doing Business in the country. In addition to above measures, Government of India has also prioritized trade facilitation, with regular interventions carried out on the ground. These measures have been recognised in the most recent UN Global Survey on Digital and Sustainable Trade Facilitation, where India has the highest rate of implementation of trade facilitation measures in South Asia - 94% (78.49% in 2019). Various reforms, infrastructural upgrades, digitalization, and automation measures have been at the heart of India’s trade and economic ecosystem development in recent years. Positive results of this strategy have already started to emerge. In the biennial index prepared by World Bank to assess ease of trade across countries (Logistics Performance Index), India’s rank improved from 44 in 2018 to 38 in 2023. The report acknowledged Government of India’s efforts to improve supply chain efficiency through investments in trade-related soft and hard infrastructure, including investment in technology initiatives like Logistics Data Bank (LDB). With the launch of PM GatiShakti (PMGS) and National Logistics Policy, 2022, logistics sector has got a new direction and the task of integrating these efforts and magnifying their gains through network effect has been set in motion. While PMGS addresses integrated development of hard infrastructure and network planning, the NLP addresses soft infrastructure and logistics sector development aspect, inter alia, including process reforms, improvement in logistics services, digitisation, human resource development and skilling. Recognising the importance of efficient supply chain for India’s development, Government of India has raised the agenda of logistics at a global level now. Logistics for Trade was one of the 5 priority issues discussed by the Trade & Investment Working Group under India’s G20 Presidency. Further, the announcement at the G20 Leaders’ Summit on the landmark India-Middle East- Europe Economic Corridor (IMEC) has the potential to make India an Asian hub in global supply chains. Complementing the vision and strategy of Government of India, States and UTs have made significant progress over the past few years in enhancing efficiency of their logistics eco-system. States and UTs have focused on three core enablers of logistics efficiency: 1. Logistics Infrastructure – primary focus has been on improving Quality of Road infrastructure within the State / UT. Focused attention is also being given for improving First / Last Mile Connectivity to industrial nodes / terminal / transport infrastructure. Additionally, States / UTs are also focusing on building cargo consolidation centres / MMLPs and warehouses to effect efficiency and improvement in logistics costs. Page | 1172. Logistics Services – primary focus of States and UTs has been on skill development through various ongoing scheme of the Government and through partnerships with industry e.g., Karnataka Skill Development Corporation has established partnerships with industry leaders like Flipkart and ECom Express for skill development in e-commerce industry. 3. Operating and Regulatory Environment – Improved focus to logistics sector has resulted in States/ UTs notifying their State/ UT Logistics Policies. Further, as an impetus to the sector, several States/ UTs have given Industry status to logistics sector. Assam, Gujarat, Kerala, Odisha and Tamil Nadu have given Priority sector status to Logistics. The shifts in global manufacturing which we are witnessing today presents a tremendous opportunity for India to emerge as a global manufacturing powerhouse. India’s logistics sector is rapidly evolving, driven by key trends such as historic capex levels decarbonization, sustainability, and the rise of digitalization. While Government of India has taken decisive steps to bolster the resilience, sustainability, and competitiveness of logistics sector, States/UTs are equally committed and aligned with national priorities, alongside their own unique objectives. Maharashtra- A Brief Logistics Profile Maharashtra has been classified as a Fast Mover in LEADS 2023. According to the 2023 survey, user satisfaction levels are highest for Infrastructure, followed by Services and the Operating & Regulatory Environment. Logistics infrastructure As shown in the chart, user performance assessment for all ‘Infrastructure’ indicators, except for ‘Quality of Road Infrastructure,’ are above average of the Coastal Group. Notably, the perception regarding the ‘Quality & Adequacy of Terminal Infrastructure’ is observed to be higher when compared to other Infrastructure indicators. Initiatives undertaken by the state government ● Development of a Central Parking Plaza by the Jawaharlal Nehru Port Authority (JNPA), which can accommodate more than 2,800 trucks. ● Improvement of first/last mile roads connecting various industrial areas in Pune, Nagpur, and Nashik. ● Development of a truck terminal in Pimpri Chinchwad Industrial Area ● Establishment of a Multi-Modal Logistics Park (MMLP) near Borkhedi, Nagpur, with warehousing and railway siding facilities ● Development of an MMLP in Wardha district, adjacent to the Nagpur-Mumbai Samruddhi Expressway ● Development of several Integrated Logistics Parks (ILP) under the Maharashtra Logistics Policy 2018 Delhi- A Brief Logistics Profile Delhi has been categorized as an Achiever in LEADS 2023. The UTs commitment in enhancing the logistics system has had a positive impact on user satisfaction levels which are the highest for Logistics Services, followed by Logistics Infrastructure and then Operating & Regulatory Environment. While perception assessment for majority of the indicators is above the Group average, Delhi may focus on enhancing ‘Availability of Warehouse Infrastructure’, ‘Availability of Packaging Facilities’, and ‘Cost/ Pricing of logistics Services’. Logistics Infrastructure As presented in the chart, user perception performance assessment across all the ‘Logistics Infrastructure’ indicators is above the average Union Territories group. The Union Territory is in the process of formulating the City Logistics Plan to identify and implement interventions around streamlined vehicular movement, parking, 24X7 warehouse operations and first and last mile connectivity. Based on stakeholder feedback, UT could also look into first and last mile connectivity to Narela, Patparganj, Mayapuri, and Najafgarh industrial zones. Initiatives undertaken by the state government The Delhi Skill and Entrepreneurship University (DSEU) in collaboration with key industry partners, are designing and enhancing the DSEU’s logistics sector skill development programs for enhancing Skills for Logistics Industry. The industry has responded positively to the initiative, which is reflected in the performance assessment of the UT. Haryana- A Brief Logistics Profile Page | 118Haryana has maintained its Achiever category within the Landlocked Group. The State has demonstrated above average performance across all infrastructure indicators within the Landlocked Group. Haryana has initiated multiple initiatives to enhance its logistics efficiency including notification of State Logistics policy, ‘Industry’ status to logistics and implementation of multiple infrastructure projects, the effect of which has been reflected in the State’s overall performance. Logistics Infrastructure As presented in the chart, user perception assessment across all the ‘Logistics Infrastructure’ indicators except ‘First / Last mile connecitvity’ and ‘Availability of Packaging Services’ is above the average of Landlocked Group. Initiatives undertaken by the state government To further improve the logistics infrastructure within the State, several projects related to road resurfacing and repairs connecting multiple ICDs and industrial areas have been initiated. Additionally, the section from Rewari to Narnaul outer bypass, linking Rewari and Bawal, is now operational. These developments will further improve the quality of roads within the State. In collaboration with relevant stakeholders, the State could also develop a Logistics Master Plan to comprehensively address infrastructural gaps within the logistics sector. This plan will serve as a roadmap for implementing targeted interventions identified in the masterplan. Road Ahead States and UTs have made commendable progress towards building a vibrant logistics eco-system across the country through proactive infrastructure, policy, and regulatory reforms. Improvement in user perception regarding performance of logistics eco-system is a real positive for the sector and probably reflects impact of various initiatives taken by States / UTs to enhance logistics efficiency. Paving the Way for India’s Global Logistics Transformation: Success in this endeavour requires aligning with global progress, addressing pandemic lessons, conflict resolution, and climate change. A robust logistics ecosystem is essential for India’s growth and global alignment, necessitating collaboration between the Government of India, States / UTs, and the private sector. The foundation for advancing the logistics sector has been established through a series of reform measures, as evidenced by the LEADS 2023 report, which consolidates data from States and UTs. States/UTs can further enhance logistics efficiency by focusing on areas such as data-driven planning, City Logistics Plans, bridging infrastructure gaps, optimizing truck parking, RTO efficiency, technology utilization, private sector participation, and green logistics. The transformation in the logistics sector signifies the positive impact of government infrastructure investments and the sector’s growing emphasis on efficiency. With alignment between the Central Government, States, UTs, and the private sector, this is a crucial time to improve logistics efficiency, supported by reforms like PMGS and NLP that enhance infrastructure and competitiveness, benefiting Indian goods’ quality and cost-effectiveness. India’s transition into a global manufacturing powerhouse is underway, driven by key trends like Investments, sustainability, and digitalization, with the commitment of States/UTs playing a pivotal role in this transformation. (Source: Logistics Ease Across Different States (LEADS) 2023) Pm Gati Shakti Scheme A Whole of the Government Approach PM GatiShakti fosters a whole of the government approach by bringing together 36 Ministries/Departments under a single institutional framework. An Empowered Group of Secretaries (EGoS) under the Chairmanship of Cabinet Secretary has been constituted to oversee the implementation of PM GatiShakti. It is the apex body with 23 infrastructure and user ministries of the Government of India. An integrated multimodal Network Planning Group (NPG) has been operationalised with representation from 8 various infrastructure Ministries involving heads of their Network Planning Division. NPG examines projects and puts them up to EGoS for approval. Logistics Page | 119Division, DPIIT is the Secretariat of the NPG and Technical Support Unit with a group of domain/subject matter experts which support the evaluation process. Involving every concerned Central Ministries/Departments within a single institutional structure, 81 High Impact Projects, 76 NPG Projects, and 197 Critical Infrastructure Gaps have been identified and evaluated by the institutional mechanism under PM GatiShakti. Furthermore, last mile infrastructure connectivity projects for sectors such as agriculture, food, steel and coal have also been examined in the last one year. Targets for Year 2025: (Source: PM GatiShakti) Institutional Framework To create a robust monitoring mechanism for the development and implementation an institutional framework has been established. EGoS- The apex body - an Empowered Group of Secretaries (EGoS) under the Chairmanship of Cabinet Secretary has been constituted to oversee the implementation of PM GatiShakti. At the Central level, 23 infrastructure and user ministries are part of the EGOS. NPG- An integrated Multimodal Network Planning Group (NPG) has been operationalized with representation from various connectivity infrastructure Ministries/Departments involving their heads of Network Planning Division. NPG examines projects and ensure unified planning, integration, optimization. TSU- Technical Support Unit (TSU) assist Logistic Division in performing its role as Secretariat to EGoS. TSU which has been formed in Logistics Division consist of Directors from different ministries and Group of Domain /Subject Page | 120Matter Experts and support staff. (Source: https://logistics.gov.in/infrastructure/pm-gatishakti/) YEAR 2024-25 AT A GLANCE The National Highways have a total length of 1,46,195 km which in totality serve as the arterial network of the country. The Government of India had taken up various initiatives to upgrade and strengthen National Highways Network through the flagship programme of Bharatmala Pariyojana [including subsumed National Highway Development Project (NHDP)], Special Accelerated Road Development Programme for North-East Region (SARDP-NE), Special Programme for development of Roads in Left Wing Extremism affected Area (LWE) including Development of Vijayawada-Ranchi Road and Externally Aided Projects (EAP). Expansion of National Highway Network • National Highway (NH) network increased by 60% from 91,287 km in 2014 to 1,46,195 km at present. • Length of National High-Speed Corridors (HSC) has expanded from 93 km in 2014 to 2,474 km at present. • Length of 4 lane and above NHs (excluding HSCs) increased by 2.5 times from 18,278 km in 2014 to 45,947 km at present. Sustained Pace of Award & Construction of National Highway • The pace of National Highways (NH) construction has increased consistently due to the systematic push through corridor-based National Highway development approach. • Present construction in 2024-25 is 5,852 km upto December 2024. • Construction during 2023-24 reached 12,349 km which is the 2nd highest and 20% more than previous year. Highest achievement was 13,327 km in 2020-21. • Lane augmentation is at all time high (9,642 km) during 2023-24 and 17% higher than previous year (8,233 km in 2022- 23). • 4L+ roads including Expressways/ Access Controlled Highways is at all time high at 5,193 km and at 12% higher than previous year (4,635 km in 2022-23). • Pace of NH construction increased 2.8 times to 33.8 km/day (2023-24) from 12.1 km/day (2014-15). • Present Award during 2024-25 is 3,100 km upto December, 2024, whereas total award for complete FY 2023-24 was 8,581 km. • The average pace of award during the period from 2014-24 is 11,017 km. Page | 121Year wise Construction Year wise Award CCEA Approvals for 8 National High Speed Corridor Projects The Cabinet Committee on Economic Affairs has approved the development of 08 important National High Speed Corridor projects with a length of 936 km at a cost of Rs. 50,655 crore across the country. Implementation of these 8 projects will generate an estimated 4.42 crore man days of direct and indirect employment. Brief of these projects are as under: • 6-Lane Agra - Gwalior National High-Speed Corridor. • 4-Lane Kharagpur - Moregram National High-Speed Corridor. • 6-Lane Tharad - Deesa - Mehsana - Ahmedabad National High-Speed Corridor. • 4-lane Ayodhya Ring Road. • 4-Lane Section between Pathalgaon and Gumla of Raipur-Ranchi National Highspeed Corridor • 6-Lane Kanpur Ring Road • 4-Lane Northern Guwahati Bypass and Widening/Improvement of Existing Guwahati Bypass • 8-Lane Elevated Nashik Phata - Khed Corridor near Pune Multi Modal Logistics Parks (MMLP) Of the 35 MMLPs Projects identified for development, 15 sites have been prioritized for award. So far 6 MMLPs have been Page | 122awarded for Jogighopa, Chennai, Indore, Bengaluru, Nagpur and Jalna. MMLP in Jogighopa, Assam is under construction by NHIDCL. Bids have been invited for 3 MMLPs (Anantapur, Pune and Nashik) which are planned for award during 2024-25. Another 5 MMLPs i.e. Patna, Hyderabad, Jammu, Varanasi & Coimbatore are planned for award in FY 2025-26. Port Connectivity Road (PCR) Project To ensure adequate last mile connectivity to all the operational/under implementation ports in the country, out of 108 Port Road connectivity projects, 36 projects have been implemented so far of which 10 have been completed. Remaining 72 projects at bidding / DPR stage shall be taken up in phased manner. Wayside Amenities A total of 700+ WSAs are planned to be awarded along the National Highways/ Expressways by FY 2025-26, of which 455 WSAs have already been awarded out of which 160 sites (113 brownfield and 47 greenfield) were awarded till FY 2022-23, 162 sites (37 brownfield and 125 greenfield) were awarded in the financial year (FY 2023-24) and 133 sites (111 brownfield and 22 greenfield) have been awarded in the financial year FY 2024-25 till January, 2025. Out of 455 WSAs, 90 sites are operational. These WSAs will offer huge opportunities for investors, developers, operators and retailers. All upcoming Greenfield Access-controlled Highway projects are provisioned to have Wayside Amenities essentially, which will also promote local economy by generating employment opportunities and help local people to market their unique produces/handicrafts, etc. at village haats developed at these places. (Source: Annual Report 2024-25- Government of India, Ministry of Road Transport & Highways, New Delhi) [Remainder of the page has been intentionally left blank] Page | 123BUSINESS OVERVIEW Some of the information contained in the following discussion, including information with respect to our plans and strategies, contains forward-looking statements that involve risks and uncertainties. You should read the section “Forward-Looking Statements” for a discussion of the risks and uncertainties related to those statements and also the section “Risk Factors” for a discussion of certain factors that may affect our business, financial condition, or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Our Financial Year ends on March 31 of each year, so all references to a particular Financial Year are to the Twelve-month period ended March 31 of that year. In this section, a reference to the “Company” or “we”, “us” or “our” or “BLT” or “BLT Logistics” means BLT Logistics Limited. All financial information included herein is based on our “Restated Financial information” included on page no. 176 of this Prospectus. OVERVIEW Our Company was originally registered in the name of “BLT Logistics Private Limited” and received a Certificate of Incorporation dated September 06, 2011, from the Registrar of Companies, Delhi. Later on, our Company was converted into a Public Limited Company pursuant to the shareholders' resolution passed at the Extra-ordinary General Meeting of our Company held on December 30, 2023, and the name of our Company was changed to “BLT Logistics Limited”. A fresh Certificate of Incorporation consequent upon conversion from Private Limited Company to Public Limited Company dated February 09, 2024, was issued by the Registrar of Companies, Delhi. The Corporate Identification Number of our Company is U63000DL2011PLC224622. Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. As on March 31, 2025, we owned operational fleet of 106 vehicles having capacity ranging from 3.5MT to 18MT in the name of our Company and 15 vehicles as part of the fleet of our 99.99% subsidiary, Sabarmati, having capacity of 9MT. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. Our promoters, Rakesh Kumar and Krishan Kumar, incorporated the business under the name and style of “BLT Logistics Private Limited” with CIN No. U63000DL2011PTC224622 in the year 2011 and since then, we have grown our presence, expanded the scope of our services and increased our capabilities in the business of logistics consisting of surface transport services and warehousing solutions. Our promoters have combined industry experience of more than 25 years between them. Their knowledge, guidance and experience in this industry have been invaluable for the growth and development of the Company. Under the leadership of our promoters and the support of our employees, we have evolved into a company providing logistics solutions to our clients for more than 13 years. Our company has a 99.99% subsidiary company namely Sabarmati Express India Private Limited (“Sabarmati”) which is engaged in the business of providing transportation and logistics services mainly in the B2C segment i.e. distribution of goods to customer of client. Sabarmati also provide us of fleet of vehicles for our transportation & allied services on hire basis from its owned fleets of vehicles as well as it hires from small and unorganized third-party operators. Our subsidiary company owns 15 of the carrier/vehicles as on March 31, 2025. Consolidated number of vehicles of our company with the subsidiary company is 121 as on March 31, 2025. Our company has ISO Certification 9001:2015 for Quality Management System for Transportation and Warehousing Services. We operate primarily from our registered office situated in Delhi and our logistics operations are supported by our owned fleet of operation and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks and vendors that enables us to service client requirements in various states of India. We provide logistics services via roadways and also have warehouses in Thane, Gurugram, Hooghly, Ambala and Bengaluru apart from our office in Delhi. Our clientele stands at more than 200 in Financial Year 2024-25 and we serve Page | 124to a diverse mix of clients engaged in electronics, retail, food and confectionery, wholesale traders and other MNCs. OUR BUSINESS MODEL Currently positioned as a Second-Party Logistics (2PL) provider, our company is strategically evolving into a Third-Party Logistics (3PL) provider. This expansion encompasses the integration of warehousing services into our transportation service, broadening our capabilities to address a wider range of client needs. While our current service offerings focus on specific segments of the supply chain, our transition to a 3PL model will enable us to deliver comprehensive, integrated logistics solutions and streamlining operations for our clients. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati, and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks, comprising fleet owners and agents, resulting into a diverse range of container trucks tailored to the size and capacity requirements of each consignment. This flexible approach, facilitated by our relation with a variety of third-party logistic operators, ensures that we can source the ideal container truck that satisfies the requirements of our clients and efficient transportation solutions for a diverse mix of consignments. Our key services include: 1. Transportation & Allied Services 2. Warehousing Services 1. TRANSPORTATION & ALLIED SERVICES We offer Transportation & Allied Services as a B2B service provider to a diverse mix of clients engaged in business of electronics, retail, food and confectionery, wholesale traders and other MNCs. We transport cargo from clients’ warehouse or factory to any destination across India. Our fleet comprises a diverse range of containerized trucks, each deliberately selected based on varying sizes and load capacities. This diversity in our transportation vehicles empowers us to cater to a wide array of client consignments, ensuring optimal efficiency and tailored solutions for every logistical requirement. Our services are designed to enhance our clients' operational efficacy, reduce costs, and ensure superior quality, scalability and real time tracking of their supply chain by providing to clients detailed inventory reporting through our Management Information System (MIS). We have been steadily growing this business segment. To ensure seamless logistics planning and execution, our requirement understanding of cargo extends beyond its physical characteristics, acknowledging the crucial roles of time bound and damage free transportation services. Our group altogether has 121 owned vehicles and fleet deployment supported by third- party logistic operators. We utilize various vehicle configurations tailored for specific client needs. Our tech systems allow us to track the movement 24/7 allows a secure transportation. We offer FTL as well as LTL services as per requirement of clients. FTL stands for Full Truckload. It refers to a shipping method where a single shipment occupies the entire capacity of a truck. This method is used when a business needs to transport enough goods to fill an entire truck or prefers to have exclusive use of a truck for a specific shipment. FTL shipping is commonly used in industries such as manufacturing and retail, where large quantities of goods need to be moved efficiently and securely. LTL stands for Less Than Truckload. It refers to a shipping method where multiple shipments from different customers are consolidated into a single truckload. Each shipment occupies only a portion of the truck's capacity, allowing businesses to share transportation costs with others. LTL shipping is ideal for businesses that do not need a full truckload but want a cost-effective and efficient way to transport their goods. Further, we also offer following services as part of allied services to our Transportation Business: Packing and Moving: Our comprehensive relocation services are designed to meet the distinct needs of both residential and commercial clients. From household relocations to office moves, we offer a wide range of services to suit diverse needs. With a track record and supported by our team, we are equipped to handle every aspect of the move. We utilize packing materials and technical equipment to ensure the utmost care and protection for customers’ valued possessions during transit. Our experience extends to a diverse range of items, from fragile decorative goods requiring meticulous handling to sensitive documents to furnishing items demanding specialized transport solutions. Transportation of Project Cargo: We provide transportation of heavy, and high-value equipment/machinery or goods for large-scale projects. Our team possesses the experience and resources to manage complex logistics, tailoring solutions to the Page | 125unique requirements of each project. We meticulously pre-plan every aspect, from secure cargo fastening to optimal route selection. 2. WAREHOUSING SERVICES We have expanded our offerings to warehousing services in the year 2023. We provide warehousing services at five strategically located facilities to our customers and for this purpose we have taken (i) 14,000 square feet warehousing space on lease at Patuadi Bilaspur Road, Bahoda Kalamn, Gurgaon, Haryana, (ii) 5,000 square feet warehousing space on lease at Sumit Logistics Park, Borivali, Bhiwandi, Thane, Maharashtra, (iii) 13,300 warehousing space on lease at Narayanappa Palya Village, Dasanapura Hobli, Bengaluru North and two other warehouses at Hooghly, West Bengal and Ambala, Haryana respectively. We provide our clients with complete transparency and control as we offer detailed inventory reporting through our Management Information System (MIS). As on the date of this Prospectus, our group manages and operates 5 warehouses with covered warehousing management services, with a total storage capacity of approximately 36,300 square feet. Page | 126Warehouses managed by our Company: Sr. No. Location of Warehouses Area (Sq. Ft.) Leased/Owned Expiry of lease Patuadi Bilaspur Road, Bahoda Kalamn, Near Om Valid till April 30, 1. 14,000 Sq. Ft. Leased Shanti, Gurugram, Haryana 2026 H No. 151, Survey No. 6/1, Ground Floor, Shree Valid till July 31, 2. Samarth Prasad Building, Sumit Logistics Park, 5,000 Sq. Ft. Leased 2028 Borivali (Kukse), Bhiwandi, Thane, Maharashtra WH No. 4/1 of Narayanappa Palya Village, Near Valid till February 3. Ragavendranagar, Dasanapura Hobli, Bengaluru 13,300 Sq. Ft. Leased 11, 2026 North Paribar Industrial Complex Chakundi, Khattian No. Valid till April 19, 4. 5068, J.L. No-83, Mouza- Dankuni Bill, P.S. 800 Sq. Ft. Leased 2026 Dankuni, Hooghly, West Bengal Plot No. 31, Ganpati Logistics Compound, Dukheri Valid till May 31, 5. 3,200 Sq. Ft. Leased Road, Mohra, Ambala Cantt, Ambala, Haryana 2026 Page | 127Page | 128A a Industries Served Our company serves a diverse range of industries, including electronics, retail, food and confectionery, wholesale traders and other MNCs. The company provides comprehensive logistics and packing services, catering to the specific needs of clients in these sectors. With a strong focus on transportation, freight management, packing and moving, and other value-added services, our Company is well-positioned to support the unique requirements of the industries it serves. The company's experience enable it to deliver tailored solutions to clients across these various sectors, contributing to their operational efficiency and supply chain management. FINANCIAL KPIs OF OUR COMPANY We have a strong track record of revenue growth and profitability. The following table sets forth certain key performance indicators on Restated Standalone basis for the years indicated: For the Financial Year ended on March 31 Particulars 2025 2024 2023 Revenue from Operations (₹ in Lakhs) 4,792.48 3,971.44 3,103.14 Growth in Revenue from Operations (YoY %) 20.67 27.98 48.18 Page | 129For the Financial Year ended on March 31 Particulars 2025 2024 2023 Gross Profit (₹ in Lakhs) 1,073.10 917.50 633.86 Gross Profit Margin (%) 22.39 23.10 20.43 EBITDA (₹ in Lakhs) 759.56 657.46 398.60 EBITDA Margin (%) 15.85 16.55 12.84 Profit After Tax (₹ in Lakhs) 300.35 265.04 135.49 PAT Margin (%) 6.27 6.67 4.37 RoE (%) 49.07 85.66 152.00 RoCE (%) 27.66 35.29 22.23 Operating Cash Flows (₹ in Lakhs) 226.72 341.08 352.52 Notes: 1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Standalone Financial Information. 2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period. 3) Gross Profit is calculated as Revenue from Operations less Cost of Operating expenses. 4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations. 5) EBITDA is calculated as profit after tax for the year, plus tax expenses (consisting of current tax, deferred tax and tax expenses relating to earlier years), finance costs and depreciation and amortization expenses reduced by other income. 6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations. 7) Profit After Tax Means Profit for the year as appearing in the Restated Standalone Financial Information. 8) PAT Margin (%) is calculated as Profit after tax for the year as a percentage of Revenue from Operations. 9) RoE (Return on Equity) (%) is calculated as Profit after Tax for the year divided by Average Shareholder Equity. 10) RoCE (Return on Capital Employed) (%) is calculated as Earnings Before Interest and Taxes reduced by Other Income divided by average capital employed. Capital Employed includes Tangible Net Worth, Long-Term Borrowing, Short-Term Borrowing and Deferred Tax Liability/ (Deferred Tax Asset). 11) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Standalone Financial Information. OPERATIONAL KPIs OF OUR COMPANY As on/ for the financial year ended March 31 Particulars 2025 2024 2023 Fleet of vehicles 121 105 86 (1) Fleet of vehicles owned by our Company. 106 90 73 (2) Fleet of vehicles owned by Sabarmati Express 15 15 13 India Private Limited. No. of Orders completed by our Company 12,328 7,657 6,331 Total Number of Warehouses 3 2 1 Square Feet of Warehouses 32,300 19,000 5,000 Number of Employees 62 37 13 % contribution of customers to total revenue from operations Top 1 (in %) 14.71 16.72 18.54 Top 3 (in %) 34.55 36.43 32.60 Top 5 (in %) 46.28 47.36 44.03 Top 10 (in %) 64.46 66.46 61.27 REVENUE BIFURCATION Page | 130Revenue Bifurcation by Type of Services: Based on the Restated Standalone Financial Information: (₹ in lakhs) For the Financial Year ended on March 31 2025 2024 2023 Particulars % of total % of total % of total revenue revenue revenue (₹ in lakhs) (₹ in lakhs) (₹ in lakhs) from from from operations operations operations Transportation & Allied 4,780.98 99.76% 3,964.54 99.83% 3,103.14 100.00% Services Warehousing Services 11.50 0.24% 6.90 0.17% - - Total 4,792.48 100.00% 3,971.44 100.00% 3,103.14 100.00% Based on Restated Consolidated Financial Information: (₹ in lakhs) For the Financial Year ended on March 31 2025 2024 Particulars % of total % of total (₹ in lakhs) revenue from (₹ in lakhs) revenue from operations operations Transportation & Allied Services 4,905.41 99.77% 4,027.64 99.83% Warehousing Services 11.50 0.23% 6.90 0.17% Total 4,916.91 100.00% 4,034.54 100.00% Revenue Bifurcation by Geographical Area: Based on the Restated Standalone Financial Information: (₹ in lakhs) For the Financial Year ended on March 31 2025 2024 2023 Particulars % of total % of total % of total revenue revenue revenue (₹ in lakhs) (₹ in lakhs) (₹ in lakhs) from from from operations operations operations Maharashtra 2,004.84 41.83% 1,887.69 47.53% 1,599.72 51.55% Haryana 834.42 17.41% 621.70 15.65% 385.16 12.41% Karnataka 826.88 17.25% 576.56 14.52% 409.94 13.21% Tamil Nadu 266.49 5.56% 59.30 1.49% 36.10 1.16% Delhi 232.60 4.85% 444.07 11.18% 457.59 14.75% Uttar Pradesh 134.20 2.80% 105.94 2.67% 52.31 1.69% Rajasthan 113.53 2.37% 30.94 0.78% 30.83 0.99% Others* 379.53 7.92% 245.25 6.18% 131.50 4.24% Total 4,792.48 100.00% 3,971.44 100.00% 3,103.14 100.00% Page | 131*Other states includes Andhra Pradesh, Assam, Bihar, Chandigarh, Dadra & Nagar Haveli, Goa, Gujarat, Himachal Pradesh, Kerala, Madhya Pradesh, Odisha, Punjab, Telangana, Uttarakhand and West Bengal. Based on Restated Consolidated Financial Information: (₹ in lakhs) For the Financial Year ended on March 31 2025 2024 Particulars % of total revenue % of total revenue (₹ in lakhs) (₹ in lakhs) from operations from operations Maharashtra 2,076.80 42.24% 1,934.26 47.94% Haryana 845.72 17.20% 641.96 15.91% Karnataka 826.88 16.82% 576.56 14.29% Tamil Nadu 266.77 5.43% 59.30 1.47% Delhi 205.84 4.19% 385.80 9.56% Uttar Pradesh 134.20 2.73% 105.94 2.63% Rajasthan 113.53 2.31% 30.94 0.77% Others* 447.17 9.09% 299.78 7.43% Total 4,916.91 100.00% 4,034.54 100.00% *Other states includes Andhra Pradesh, Assam, Bihar, Chandigarh, Dadra & Nagar Haveli, Goa, Gujarat, Himachal Pradesh, Kerala, Madhya Pradesh, Odisha, Punjab, Telangana, Uttarakhand and West Bengal. OUR COMPETITIVE STRENGTH: A. Long-standing business and track record: Founded in 2011 by Krishan Kumar and Rakesh Kumar, our logistics services company was established to address the growing market demand for efficient logistics solutions and to provide tailored logistics services that meet the needs of our clients. We started as Household Packers and Movers and subsequently we started commercial shifting as well. Further, our company started providing transportation of goods services in year 2011. We have achieved this scale due to our long- standing customer relationships, which have been pivotal in driving our growth and market presence. We provide our services to a diverse range of industries, including electronics, retail, food and confectionery, wholesale traders and other MNCs. Our market standing and industry experience have resulted in cost efficiencies, which have helped us maintain service quality, reliability and enhance our competitive position. B. Strong relationship with diverse customer base: The quality of services provided by us has helped us to achieve customer satisfaction and develop long-standing relationships with these customers. Maintaining strong relationships with our key customers is essential to our business strategy, towards the growth of our business, as a result, we have been able to retain a number of our customers for a long period ensuring uninterrupted supplies of our logistics services to them. During financial year 2024-25, we have served a diverse customer base of more than 200 customers. To serve our customers closely, we maintain office in Delhi, along with warehouses in Thane, Gurugram and Bengaluru. We have been able to increase the volume of business we undertake with our customers. Our existing relationships with our clients represent a competitive advantage in gaining new clients and expanding our business. C. Wide range of logistics services and solutions: We, being a multifaceted transport operator, are capable of offering a wide range of logistics services with a focus on creating tailored solutions that adequately address the diverse requirements of our clients. Our range of services encompasses 2PL services including freight management and other value-added services and we have also started 3PL (Storage and distribution) services by offering warehousing solutions to our customers. These services are designed to enhance our clients' operational efficacy, reduce costs, and ensure superior quality, scalability, and visibility of their supply chain. This along with a combination of our logistics and transportation network and diversified service portfolio, has made it possible for us to Page | 132attract and retain clients across various industry segments. D. Strong knowledge and experience of our promoters: Our promoters, Rakesh Kumar and Krishan Kumar, have a combined industry experience of 25 years. Their knowledge, guidance, and experience in the logistics and transport industry have been invaluable for the growth and development of our company. Their leadership has enabled us to expand our presence, increase the scope of our services, and enhance our capabilities in the business of logistics and allied transport services. The knowledge and experience of our promoters and our employees have been instrumental in driving our growth and success in the industry. OUR BUSINESS STRATEGIES A. Strengthen existing services: Strengthening our existing service model is a key business strategy for our Company. We aim to enhance our transportation, warehousing, and logistics services by leveraging our expertise and experience in the industry. Our focus is on providing better transportation services to our customers, including PAN India Full Truckload (FTL) & Less-than Truckload (LTL) freight management, real-time order processing, and fulfilment-based MIS. We also offer machinery/equipment packing and moving services, project transportation management, storage and distribution, and packing and moving services. We have started offering warehousing solutions to add to our repertoire of service offerings. Our goal is to provide comprehensive logistics solutions that meet the evolving needs of our clients and enable us to maintain our position as a logistics service provider in India. Further, to strengthen existing service, we are also increasing our fleet of vehicles strength by purchasing 19 new trucks, which is part of our Objects of the Issue. For further details with respect to purchase of new trucks, please refer to chapter titled “Objects of the Issue” beginning on page no. 91 of this Prospectus. B. Identifying new customers and increasing business with existing customers: In line with our business strategies, we have been able to target a large customer base due to our experience in dealing with customers across multiple sectors, which provide us with a competitive advantage. Our approach also involves offering customized solutions to target customers and analyzing their business processes to propose comprehensive logistics and supply chain solutions. Our senior management team focuses on both customer account management for existing customers and new business development. Leveraging our multi-industry exposure and our senior management, we have access to numerous potential customers across diverse sectors. In addition to expanding our reach to new customers, we aim to increase our revenues and margins by expanding the range of services we offer to existing customers. As our customers continue to grow and their supply chains increase in size and complexity, we intend to focus on expanding the range of services for which they rely on us, cater to new geographies in which they operate, and expand our services into their new product lines. C. Increasing our presence and expanding our network: In line with our commitment to growth and adaptability, we are dedicated to expanding our presence and network. This will involve strategic investments to enhance our geographical coverage, enabling us to swiftly respond to evolving customer needs and thereby bolster the competitiveness of our services. We plan to augment the capacity of our existing branch offices, thereby increasing our capability to handle higher volumes, and identify new locations for establishing additional offices. This expansion will allow us to better serve our clients and capitalize on emerging opportunities in the dynamic logistics landscape. D. Development of warehousing facilities: In light of the evolving online marketplace and shifting delivery patterns, the need for local storage warehouses has significantly increased. To capitalize on the expanding business opportunities, we are strategically focused on developing leasehold or license rights over large, multiuser, integrated warehouses in specific well-connected locations across India. These warehouses are intended to cater to the growing demand for local storage and to efficiently serve the client's needs, which now require faster delivery times. Our approach to developing warehousing facilities aligns with the market trends and positions us to meet the evolving demands of our clients and the industry at large. Page | 133BUSINESS PROCESS Following is our business process for Transportation & Allied Services and Warehousing Service: 1. Customer Inquiry: Customers initiate contact via call or email to discuss their transportation needs. We engage in detailed discussions—through calls, emails, and in-person meetings—to understand their specific logistical requirements and create a tailored solution. Once the details are finalized, the customer confirms the arrangement and enter into with us service contract ranging term from 1 year to 3 years or provides a service order, as per requirement of customer. 2. Pre-Transit Survey and Planning: We conduct a thorough survey of the materials to be transported, which includes assessing packaging needs, space utilization, vehicle requirements, and optimizing the route and schedule. This process involves planning for scheduled stops to ensure timely delivery. Based on the service order, we either use our own vehicles or arrange for third-party vehicles as needed. 3. Packing: Materials are packed securely in transport-ready packaging to prevent any damage or leakage during transit. 4. Inventory Management: We maintain an accurate log of the materials in our system, which is available for both internal and external verification. This ensures that all items are accounted for before and after delivery. 5. Transportation: The loading of materials occurs at the customer’s premises, with safety checks performed on the vehicle before departure. The consignment is picked up from the specified location and transported to the destination. We ensure all pre-transit preparations are completed and the vehicle departs on schedule. 6. Real-Time Tracking: We continuously track the vehicle’s location and status throughout the transit using GPS. Customers receive daily updates on the status of their consignment via our MIS reports. 7. Delivery: Delivery of consignment is made to the client at the designated destination and driver takes the Proof of Delivery signed by the receiver of Consignment. 8. Unloading, Unpacking, and Verification: Unloading and unpacking is done at the unloading point (destination), helpers unload with a secure process so the material is not damaged while unloading. An additional inventory verification is conducted to reconcile with the pre-departure inventory count. Proof of delivery is shared with the Page | 134Customer; the customer conducts a verification check and confirms the successful receipt of the consignment and make payment as per agreed terms. 9. Warehousing and Storage: At times, clients choose to store materials at our warehouse based on their needs. Our company ensures the secure storage of these materials and provides daily inventory reports to clients. We then distribute the materials according to the client's specifications, following the delivery process outlined in the points above. SWOT ANALYSIS CAPACITY AND CAPACITY UTILIZATION Our company is not into any manufacturing activity, hence, our company does not have KPIs like capacity and capacity utilization. FLEET STRENGTH As of March 31, 2025, our fleet size includes 121 owned vehicles, out of which 106 vehicles are owned in the name of our company and 15 vehicles are owned by our subsidiary company. The fleet operates across the country ensuring nation-wide services to our corporate and individual customers. Our trucks have national permits with Haryana, Nagaland, Delhi and Maharashtra passing. The following table sets forth the carrying capacity details for 121 vehicles owned by our company and our subsidiary as of March 31, 2025: Carrying Capacity per Vehicle Type Number of Fleet Owned by Vehicle (in MT) 32 Feet MXL 18 5 BLT Logistics Limited 32 Feet SXL 9 15 Sabarmati Express India Private Limited 32 Feet SXL 9 83 BLT Logistics Limited 24 Feet 7 2 BLT Logistics Limited 22 Feet 7 3 BLT Logistics Limited 22 Feet 6 9 BLT Logistics Limited 20 Feet 6 2 BLT Logistics Limited 17 Feet 4 1 BLT Logistics Limited 14 Feet 3.5 1 BLT Logistics Limited Page | 135Carrying Capacity per Vehicle Type Number of Fleet Owned by Vehicle (in MT) Total 121 As certified by our statutory auditor M/s Jain Agarwal & Company, via certificates dated July 28, 2025 having UDIN: 25516377BMJOQH4648 and 25516377BMJOQI6662. PLANT AND MACHINERY Apart from the vehicles used by our company for the transportation segment and computer & peripherals, we do not own any other equipment. EXPORT OBLIGATION Our Company does not have any export obligation as of the date of this Prospectus. COLLABORATIONS, ANY PERFORMANCE GUARANTEE OR ASSISTANCE IN MARKETING BY THE COLLABORATORS Our company has not entered into any collaborations or performance guarantee or assistance for marketing with any Company. COMPETITION The logistics industry in which we operate is unorganized and fragmented, with many small and medium-sized companies. We face competition from various domestic and international players, including Premier Roadlines Limited and Coastal Roadways Limited. These companies operate in the same domain as us, competing in logistics services. While service quality, price, and reliability are key parameters in clients' decision matrix in availing service, we strive to offer the best quality service at an economical price. We believe that our competitive position will be dependent on prioritizing service quality, timely delivery and competitive pricing. RAW MATERIAL As we are engaged in the service sector, raw material requirement is not applicable to us. SALES AND MARKETING The efficiency of the marketing and sales network is a critical success factor of our Company. Our success lies in the strength of our relationship with our customers who have been associated with our Company for a long period. To retain our customers, our Promoters and senior management team, who have vast experience in this industry, regularly interact with them and focus on gaining an insight into the additional needs of such customers. We have a formal Sales Process which helps us in effectively closing leads: Page | 136We have implemented several strategic initiatives to enhance our marketing efforts. Our key focus areas leveraging Social Networks and advertisement in magazines and on owned fleets. Our active presence on social networks allows us to generate new leads for customer acquisitions. We also focus on capturing leads by frequently participating in trade shows and other industry events. These events are a rich source of potential leads for our sales. In our pursuit of excellence, we strive to differentiate BLT Logistics from competitors by continually improving our quality. INFRASTRUCTURE & UTILITIES Information Technology: Our information technology systems enable us to improve our service quality and consistency and increase our operating efficiency. Our trucks are GPS enabled and our information technology network provides real time monitoring of our operations. Our Company is using Fleet Management Solution for GPS tracker in their vehicles which is purchased from Fleetx Technologies Private Limited and has installed GPS in most of our vehicles, for remaining vehicles the Company has made an application for installation. Vehicle Maintenance Facilities: Our Company regularly repairs and take preventive maintenance of our fleet of vehicles. Our company undertakes preventive maintenance from Authorized service centres, which helps to optimize fuel efficiency and minimize unscheduled downtime of our vehicles. Regular inspections are conducted to proactively identify and address issues before they escalate, ensuring uninterrupted service. In the event of major or critical malfunctions, repairs are entrusted to specialized service centers. Power: - Power requirements for our office and warehouses are very limited and are met through the state electricity board. Water: - Since we are in the logistics and transportation business, our water requirement is restricted to water used in the office and warehouses. Fuel: We have entered into special arrangements with Hindustan Petroleum Corporation Limited and Reliance BP Mobility Limited for purchase of diesel. We provide fuel cards to our drivers which can be used at any of these petrol pumps on any routes to purchase fuel. These fuel cards provide effective internal control for fuel cost management and help to estimate the cost of fuel utilized per trip. These arrangements also benefit the company in terms of discounted fuel prices. Apart from fuel cards drivers also purchase fuel from other petrol pumps on cash basis. Page | 137HUMAN RESOURCE Our Company has a total strength of 62 employees (including executive directors) as on March 31, 2025 which looks after the different aspects of our business like finance, secretarial, admin and human resource, operations and driving the vehicles. The classification of the Employees as per their qualification and designation is stated below: - Category No of Employees Accounts and Finance 7 Operations 28 Drivers 20 Executive Directors 2 Admin and Human Resource 2 Secretarial 1 Repair and Maintenance 1 Secretarial 1 Total 62 Apart from above, our company engages Contract labour services on need basis. We have entered into contract labour agreement with Greenpro System for supply of labours and drivers. Details of the number of employees for which the Provident Fund, ESIC and Professional Tax is applicable and amount paid is as under: For the financial year ended March 31 Particulars 2025 2024 2023 Provident Fund (Amount ₹ in lakhs) 6.20 4.72 4.57 Number of employees for whom Provident Fund has been paid (in Nos.) 15 15 12 ESIC (Amount ₹ in lakhs) 0.47 0.54 1.02 Number of employees for whom ESIC has been paid (in Nos.) 3 9 11 Professional Tax (Amount ₹ in lakhs) 0.12 0.06 - Number of employees for whom Professional Tax has been paid (in Nos.) 6 1 - INSURANCE Our operations are subject to accidents such as employee injuries, accidents, fire, force majeure events (e.g., natural disasters), acts of terrorism and explosions including accidents that may cause injury and loss of life, severe damage to and the destruction of property and equipment and environment. We have obtained vehicle insurance coverage in respect of the fleet, Money Insurance Policy, goods-in-transit for one select customer, fire insurance, burglary insurance and for goods stored at our warehouses. We have taken Vehicle carrying goods Insurance policies for our fleet of vehicles which covers expenses and financial liabilities incurred due to damage to fleet of vehicles. Also see, refer to section titled “Risk Factors” for the risk relating to inadequate insurance coverage, beginning from page no. 28 of this Prospectus. INTELLECTUAL PROPERTY Trademark: Following are the details of the Trademarks Registered in the name of our company and our subsidiary, in India: Page | 138Application No. and Sr. Brand Name/Logo/ Nature of Class Owner Date/ Status Validity No. Trademark Trademark Registration No. 1. 39 Device Mark BLT Logistics 2386330 Registered August 27, Private Limited 2032 2. 39 Device Mark BLT Logistics 6228974 Objected NA Private Limited and December 21, 2023 3. 39 Device Mark Sabarmati Express 6386628 Registered April 13, India Private 2034 Limited Domain: Sr. Registry Registration No Domain Name Registrar Name and ID Expiry Date . Date Registrar: Network Solutions LLC, www.bltlogistics August 11, August 11, 1. Registrar IANA ID: 2 .com 2011 2025 Registry Domain ID: 1671497162_DOMAIN_COM-VRSN Page | 139IMMOVABLE PROPERTY The following are the details of the material immovable properties owned /leased/rented by our Company and our Subsidiary: Sr. Usage Name of Lessor Name of Lessee Address of Property Rent Tenure No. Purpose 1. Vikas Gahlot BLT Logistics Plot 304 A/2 KH No. 14/20/1, First Floor, Registered ₹ 25,410/- per month 11 Months with S/o Sh. Om Naresh Limited Patel Garden, Kakrola, New Delhi-110078 Office effect from December 31, 2024. 2. Shri. Ananta BLT Logistics H No. 151, Survey No.6/1, Ground Floor, Warehouse ₹ 55,000/- per month at the 36 months Chandrakant Bhoir and Private Limited Shree Samarth Prasad Building, Near Sumit rate of Rs. 11/- per Sq. Ft. (August 1, 2022- Shri. Naresh Logistics Park, Borivali (Kukse), Bhiwandi, ("License Fee"). The July 31, 2028). Chandrakant Bhoir Thane - 421302. License fee to increase by 50 paisa per sq. ft. after the completion of every first 12 months. 3. Sushil Singh Chauhan BLT Logistics Arazi Jarai Khewat Khata No. 2703/3033, Warehouse ₹ 2,70,112/- per month 11 Months from Limited Mustil No. 217 and Kila No. 17/2 (1-8), June 01, 2025 to 24/2/2 (2-12) and Khewat No. 2702/3032 April 30, 2026. Mustil No. 217, Kila No. 17/1/3 (0-9), Pataudi Bilaspur Road, Bahoda Kalamn, Gurgaon, Haryana - 122413. 4. Sri. Narendra Kumar, BLT Logistics WH No. 4/1 of Narayanappa Palya Village, Warehouse ₹ 2,40,000/- per month 11 months from Sri. Surendra Kumar.B Limited Near Ragavendranagar, Dasanapura Hobli, March 12, 2025. and Bengaluru North – 562123 Smt. Vasantha Kumari 5. Pravati Shaw BLT Logistics Paribar Industrial Complex Chakundi, Warehouse ₹ 18,000/- per month 11 Months from Limited Khattian No. 5068, J.L. No-83, Mouza- May 20, 2025 to Dankuni Bill, P.S. Dankuni, Hooghly, Pin- April 19, 2026. 712310, West Bengal 6. Ramesh Chander Verma BLT Logistics Plot No. 31, Part no. 31, Part no. 32, 33, 34, Warehouse ₹ 25,600/- per month 11 months from Page | 140Sr. Usage Name of Lessor Name of Lessee Address of Property Rent Tenure No. Purpose Limited Ganpati Logistics Compound, Dukheri Road, June 01, 2025. Mohra, Ambala Cantt, Ambala, Haryana. 7. Vikas Gahlot Sabarmati Plot No. 304 A/2, KH No. 14/20/1, Ground Material ₹ 25,410/- per month 11 months from S/o Sh. Om Naresh Express India Floor, Patel Garden, Kakrola, New Delhi- Subsidiary’s December 31, Private Limited 110078 Registered 2024 to Office November 30, 2025. There is no conflict of interest between the lessor of the immovable properties, (crucial for operations of the company) and the company, Promoter, Promoter Group, Key Managerial Personnel, Directors and Subsidiary and its directors. [Remainder of the page has been intentionally left blank] Page | 141OUR INDEBTEDNESS The details of facilities availed from Banks are as follows on Restated Consolidated basis, for more details of indebtedness please refer “Restated Financial Information” beginning from page no. 176 of Prospectus (₹ in Lakhs, except mentioned otherwise) Sr. Amount Rate of interest Tenure/ Valid Outstanding amount as No. Name of Lender Sanctioned Purpose (per annum) Security Offered upto Moratorium on March 31, 2025 Secured Borrowing Fund Based Commercial 6.90% - 9.55% Hypothecation of 48-60 monthly 1. Axis Bank 814.13 - 439.44 Vehicle Loan p.a. Vehicles installments Commercial Hypothecation of 40 monthly 2. HDB Bank 99.33 9.11% p.a. - 75.08 Vehicle Loan Vehicles installments Commercial 7.01% - 9.01% Hypothecation of 47 monthly 3. HDFC Bank 1,121.32 - 627.96 Vehicle Loan p.a. Vehicles installments Business Loan - Fixed Deposits and 4. ICICI Bank 100.00 10.00 % p.a. December 25, 2025 - 81.52 Overdraft Current Assets Commercial 8.50% - 8.80% Hypothecation of 47-48 monthly 5. Yes Bank 252.80 - 110.34 Vehicle Loan p.a. Vehicles installments Sub-Total (A) 2,387.57 1,334.34 Non-Fund Based Performance Bank 1. ICICI Bank 1.00 3.00% Fixed Deposit January 06, 2028 - 1.00 Guarantee Sub-Total (B) 1.00 1.00 Total (A + B=C) 2,388.57 1,335.34 Unsecured Borrowing Fund Based Page | 142Sr. Amount Rate of interest Tenure/ Valid Outstanding amount as No. Name of Lender Sanctioned Purpose (per annum) Security Offered upto Moratorium on March 31, 2025 Repayable on 1. Krishan Kumar N.A. Business Loan 0% - - 22.63 Demand Repayable on 2. Rakesh Kumar N.A. Business Loan 0% - - 7.87 Demand Total (D) N.A. 30.50 Grand Total 2,388.57 1,365.84 (C+D=E) [Remainder of the page has been intentionally left blank] Page | 143KEY INDUSTRY REGULATIONS The following is an overview of some of the relevant laws, policies and regulations which are pertinent to our business of logistics. Taxation statutes such as the I.T. Act, GST and applicable Labour laws, contractual laws, and intellectual property laws as the case may be, apply to us as they do to any other Indian company. The information detailed below has been obtained from various legislations, including rules and regulations promulgated by regulatory bodies, and the bye laws of the respective local authorities that are available in the public domain. The statements below are based on the current provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. The regulations set out below may not be exhaustive and are only intended to provide general information to Investors and are neither designed nor intended to be a substitute for professional legal advice. Additionally, our operations require sanctions from the concerned authorities, under the relevant Central and State legislations. APPROVALS For the purpose of the business undertaken by our Company, it is required to comply with various laws, statutes, rules, regulations, executive orders, etc. that may be applicable from time to time. The details of such approvals have more particularly been described for your reference in the chapter titled “Government and Other Approvals” beginning on page no. 249 of this Prospectus. BUSINESS AND/OR KEY INDUSTRY AND/OR TRADE RELATED LAWS AND REGULATIONS Warehousing (Development and Regulation) Act, 2007 (the “Warehousing Act”) The Warehousing Act was notified and came into effect on September 19, 2007. The Warehousing Act prescribes, among other things, the form and manner of registration, development and regulation of warehouses. The Warehousing Act also provides for setting up of a Warehousing Development and Regulatory Authority (the “WDRA”) which comprises a chairman and not more than two other members. The WDRA has the duty to regulate and ensure implementation of the provisions of the Warehousing Act and promote orderly growth of the warehousing business. The powers and functions of the WDRA include, amongst others, (i) to regulate the process of pledge, creation of charges and enforcement thereof in respect of goods deposited with the warehouses; (ii) to promote efficiency while conducting the warehouse business; (iii) to promote professional organizations connected with the warehousing business; (iv) to maintain a panel of arbitrators and to nominate arbitrators from such a panel in disputes between warehouses and warehouse receipt holders; and (v) to determine the rate of, and levy, the fee and other charges for carrying out the provisions of the Warehousing Act. Warehousing Development & Regulating Authority (Warehousing Accreditation) (WDRA) Regulations, 2011 WDRA aims to regulate and ensure implementation of the provisions of the warehousing (Development and Regulation) Act, 2007 for the development and regulating of warehousing regulations of negotiability of warehouse receipts and promote orderly growth of the warehousing business. Warehousing Regulations, 2016 Public Warehouse Licensing Regulations, 2016, the Special Warehouse (Custody and Handling of Goods) Regulations, 2016 and the Private Warehouse Licensing Regulations, 2016 (collectively, the “Warehousing Regulations”) govern the issue of public, private and special warehouse licenses to different categories of applicants. The Warehousing Regulations stipulate the conditions for grant of warehouse licenses and also set out other requirements in relation to validity, surrender and transferability of the said licenses. Motor Vehicles Act, 1988 (the “Motor Vehicles Act”) The Motor Vehicles Act and the rules prescribed thereunder regulate all aspects of motor vehicles in India, including licensing of drivers, registration of motor vehicles, control of motor vehicles through permits, special provisions relating to state transport undertakings, insurance, liabilities, offences and penalties. Accordingly, the Motor Vehicles Act places a liability on every owner of, or person responsible for, a motor vehicle to ensure that every person who drives a motor vehicle holds an effective driving license. Further, the Motor Vehicles Act requires that an owner of a motor vehicle bear the responsibility of ensuring that the vehicle is registered in accordance with the provisions of the Motor Vehicles Act and that the certificate of registration of the vehicle has not been suspended or cancelled. Further, the Motor Vehicles Act prohibits a motor vehicle from being used as a transport vehicle unless the owner of the vehicle has obtained the required permits authorizing him/her to use the vehicle for transportation purposes. The Central Motor Vehicles Rules, 1989, is a set of rules prescribed under the Motor Vehicles Act, which lay down the procedures for licensing of drivers, driving schools, registration of motor vehicles and control of transport vehicles through issue of tourist and national permits. It Page | 144also lays down rules concerning the construction, equipment and maintenance of motor vehicles and insurance of motor vehicles against third party risks. Motor Transport Workers Act, 1961 (“MTWA”) The MTWA provides for the welfare of motor transport workers and to regulate the conditions of their work. It applies to every motor transport undertaking employing five or more motor transport workers. A ‘motor transport worker’ means a person who is employed in a motor transport undertaking directly or through an agency, whether for wages or not, to work in a professional capacity on a transport vehicle or to attend to duties in connection with the arrival, departure, loading or unloading of such transport vehicle and includes a driver, conductor, cleaner, station staff, line checking staff, booking clerk, cash clerk, depot clerk, time-keeper, watchman or attendant. The Food Safety and Standards Act, 2006 (the “FSS Act”) The FSS Act consolidates the laws relating to food and to establish the Food Safety and Standards Authority of India (the “Food Authority”) for setting out scientific standards for articles of food and to regulate the manufacture, storage, distribution, sale and import, to ensure availability of safe and wholesome food for human consumption and for matters connected therewith or incidental thereto. The Food Authority is required to provide scientific advice and technical support to the GoI and the state governments in framing the policy and rules relating to food safety and nutrition. The FSS Act also sets out requirements for licensing and registering food businesses, general principles for food safety, and responsibilities of a ‘food business operator’ and liability of manufacturers and sellers, and adjudication process. The Food Safety and Standard Regulations, 2011 lay down duties of a Food Inspector, which, among others, include ensuring that food business operators are complying with the requirements pertaining to manufacture, handling and packaging of food articles, along with the conditions of the license granted to them for various food products. PM Gati Shakti - National Master Plan for Multi-modal Connectivity Following the budget announcement for the Financial Year 2021-22 by the finance minister, the 'PM Gati Shakti - National Master Plan for Multi-modal Connectivity' initiative was introduced. This initiative is designed to be a digital platform that brings together 16 ministries to coordinate the planning and execution of infrastructure connectivity projects. The approach is guided by seven engines - roads, railways, airports, ports, mass transport, waterways, and logistics infrastructure - with the aim of driving economic transformation, achieving seamless multimodal connectivity, and enhancing logistics efficiency. This proposed policy has the potential to significantly benefit the logistics industry by facilitating data exchange among various mode operators through a unified logistics interface platform (“ULIP”) equipped with application programming interfaces (“APIs”). If implemented, this approach can lead to more efficient movement of goods across different modes of transportation, reducing logistics costs and time, supporting just-in-time inventory management, and simplifying documentation processes. Additionally, it will offer real-time information to all stakeholders, thereby enhancing international competitiveness. Furthermore, contracts for the implementation of multimodal logistics parks at four locations through the public-private partnership (PPP) model are expected to be awarded in the upcoming year, 2022-23. Additionally, plans are in place to develop 100 PM Gati Shakti cargo terminals for multimodal logistics facilities within the next three years. This comprehensive approach is aimed at revolutionizing connectivity and logistics efficiency in the country. Fatal Accidents Act, 1855 (“Fatal Accidents Act”) The Fatal Accidents Act came into force in India with effect from March 27, 1855. The Act provides that whenever the death of a person is caused by a wrongful act, neglect or default, such that, if death had not ensued, the act would have entitled the injured party to maintain an action and recover damages in respect thereof, the party who would have been liable if death had not ensued, shall be liable to an action or suit for damages, notwithstanding the death of the person injured. The Micro, Small and Medium Enterprises Development Act, 2006 In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the Act was enacted. With effect from July 01, 2020, the Manufacturing enterprises and enterprises rendering Services have been re- classified as Microenterprise, where the investment in plant and machinery does not exceed Rs.1 Crore and annual turnover does not exceed Rs. 5 Crore; Small enterprise, where the investment in plant and machinery does not exceed Rs.10 crore and annual turnover does not exceed Rs. 50 Crore; a Medium enterprise, where the investment in plant and machinery does not exceed Rs. 50 crore and annual turnover does not exceed Rs. 250 Crore. LAWS RELATING TO SPECIFIC STATE WHERE ESTABLISHMENT IS SITUATED Shops and Establishments laws in various states Page | 145As per the provisions of local Shops and Establishments laws applicable in the State of NCT of Delhi, Haryana, Karnataka, West Bengal and Maharashtra, establishments are required to be registered. Such laws regulate the working and employment conditions of the workers employed in shops and establishments including commercial establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the employers and employees. Stamp Act in various states The purpose of the Stamp Act was to streamline and simplify transactions of immovable properties and securities by the State Government. The Stamp Act provides for the imposition of stamp duty at the specified rates on instruments listed in Schedule IA of the Stamp Act. Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of any right, title or interest in immovable property. However, under the Constitution of India, the states are also empowered to prescribe or alter the stamp duty payable on such documents executed within the states. Therefore, the State Governments of NCT of Delhi, Haryana, Karnataka, West Bengal and Maharashtra are empowered to prescribe or alter the stamp duty as per their need. Professions, Trade, Callings and Employments Act in various states The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or trade. The State Government of Maharashtra, West Bengal and Karnataka is empowered with the responsibility of structuring as well as formulating the respective professional tax criteria and is also required to collect funds through professional tax. The professional taxes are charged on the income of individuals, profits of business or gains of vocations. The tax payable under the State Acts by any person earning a salary or wage shall be deducted by his employer from the salary or wages payable to such persons before such salary or wages is paid to him, and such employer shall, irrespective of whether such deduction has been made or not when the salary and wage is paid to such persons, be liable to pay tax on behalf of such persons and employer has to obtain the registration from the assessing authority in the prescribed manner. GENERAL CORPORATE LAWS Companies Act, 2013 The Companies Act, 2013, has replaced the Companies Act, 1956 in a phased manner. The Act received the assent of the President of India on 29th August 2013. The Companies Act 1956 is still applicable to the extent not repealed and the Companies Act, 2013 is applicable to the extent notified. The Companies Act deals with incorporation of companies and the procedure for incorporation and post incorporation. The conversion of private companies into public companies and vice versa is also laid down under the Companies Act, 2013. The procedure related to appointment of Directors, winding up, voluntary winding up, and appointment of liquidator also forms part of the Act. Further, Schedule V (read with sections 196 and 197), Part I lays down the conditions to be fulfilled for the appointment of a managing or whole-time director or manager. It provides the list of Acts under which if a person is prosecuted, he cannot be appointed as the director or Managing Director or Manager of a Company. The provisions relating to remuneration of the directors payable by the companies is under Part II of the said schedule. The Registration Act, 1908 The Registration Act, 1908 (“Registration Act”) was enacted with the object of providing public notice of execution of documents affecting a transfer of interest in property. The Registration Act identifies documents for which registration is compulsory and includes among other things, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent, in immovable property and a lease of immovable property for any term exceeding one year or reserving a yearly rent. It also provides for non-compulsory registration of documents as enumerated in the provisions. The Indian Contract Act, 1872 The Contract Act is the legislation which lays down the general principles relating to formation, performance and enforceability of contracts. The rights and duties of parties and the specific terms of agreement are decided by the contracting parties themselves, under the general principles set forth in the Contract Act. The Contract Act also provides for circumstances under which contracts will be considered as ‘void’ or ‘voidable’. The Contract Act contains provisions governing certain special contracts, including indemnity, guarantee, bailment, pledge, and agency. The Specific Relief Act, 1963 The Specific Relief Act is complementary to the provisions of the Contract Act and the Transfer of Property Act, as the Act applies both to movable property and immovable property. The Act applies in cases where the Court can order specific performance of a contract. Specific relief can be granted only for the purpose of enforcing individual civil rights Page | 146and not for the mere purpose of enforcing a civil law. Specific performance means the Court will order the party to perform his part of agreement, instead of imposing on him any monetary liability to pay damages to another party. Negotiable Instruments Act, 1881 In India, cheques are governed by the Negotiable Instruments Act, 1881, which is largely a codification of the English Law on the subject. To ensure prompt remedy against defaulters and to ensure credibility of the holders of the negotiable instrument a criminal remedy of penalty was inserted in Negotiable Instruments Act, 1881 in form of the Banking, Public Financial Institutions and Negotiable Instruments Laws (Amendment), 1988 which were further modified by the Negotiable Instruments (Amendment and Miscellaneous Provisions) Act, 2002. The Act provides effective legal provision to restrain people from issuing cheques without having sufficient funds in their account or any stringent provision to punish them in the event of such cheques not being honored by their bankers and returned unpaid. Section 138 of the Act, creates statutory offence in the matter of dishonor of cheques on the ground of insufficiency of funds in the account maintained by a person with the banker which is punishable with imprisonment for a term which may extend to two years, or with fine which may extend to twice the amount of the cheque, or with both. ENVIRONMENTAL LEGISLATIONS National Environmental Policy, 2006 This Policy seeks to extend the coverage, and fill in gaps that still exist, in light of present knowledge and accumulated experience. This policy was prepared through an intensive process of consultation within the Government and inputs from experts. It does not displace, but builds on the earlier policies. It is a statement of India's commitment to making a positive contribution to international efforts. This is a response to our national commitment to a clean environment, mandated in the Constitution in Articles 48 A and 51 A (g), strengthened by judicial interpretation of Article 21. The dominant theme of this policy is that while conservation of environmental resources is necessary to secure livelihoods and well-being of all, the most secure basis for conservation is to ensure that people dependent on particular resources obtain better livelihoods from the fact of conservation, than from degradation of the resource. EMISSION NORMS Bharat stage emission standards (BSES) are emission standards instituted by the Government of India to regulate the output of air pollutants from compression ignition engines and Spark-ignition engines equipment, including motor vehicles. The standards and the timeline for implementation are set by the Central Pollution Control Board under the Ministry of Environment, Forest and Climate Change. Trucks, buses, tempos, three-wheelers, goods carriers, etc are all subject to BSES regulations. Commercial vehicles generally have to meet stricter emission limits than passenger cars for the same BSES stage. This is because they tend to have larger engines and carry heavier loads, leading to higher emissions. As of January 2024, BHARAT STANDARD (BS) VI emission standards are in effect for all new commercial vehicles in India. This means that these vehicles must comply with the stricter emission limits set by BS VI. TAX-RELATED LEGISLATIONS Income Tax Act, 1961 The IT Act is applicable to every Company, whether domestic or foreign whose income is taxable under the provisions of the IT Act or Rules made thereunder depending upon its Residential Status and Type of Income involved. The IT Act provides for the taxation of persons resident in India on global income and persons not resident in India on income received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every Company which is assessed for income tax under the IT Act is required to comply with the provisions thereof, including those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like. Every such Company is also required to file its returns by September 30 of each assessment year. Goods and Services Tax Act, 2017 The GST Act levies indirect tax throughout India to replace many taxes levied by the Central and State Governments. The GST Act was applicable from July 1, 2017 and combined the Central Excise Duty, Commercial Tax, Value Added Tax (VAT), Food Tax, Central Sales Tax (CST), Introit, Octroi, Entertainment Tax, Entry Tax, Purchase Tax, Luxury Tax, Advertisement Tax, Service Tax, Customs Duty, Surcharges. GST is levied on all transactions such as sale, transfer, purchase, barter, lease, or import of goods and/or services. India has adopted a dual GST model, meaning that taxation is administered by both the Union and State Governments. Transactions made within a single state are levied with Central GST (CGST) by the Central Government and State GST (SGST) by the government of that state. For inter-state transactions and imported goods or services, an Integrated GST (IGST) is levied by the Central Government. GST is a consumption-based tax; therefore, taxes are paid to the state where the goods or services are consumed and not the state in which they were produced. Page | 147EMPLOYMENT AND LABOUR LAWS The Code on Wages, 2019 (the “Code”) The Code received the assent of the President of India on August 8, 2019. The provisions of the Code shall come into effect from the date notified in the Official Gazette by the Central Government. The Code will replace the four existing ancient laws namely (i) the Payment of Wages Act, 1936, (ii) the Minimum Wages Act, 1948, (iii) the Payment of Bonus Act, 1965, and (iv) the Equal Remuneration Act, 1976. The Code will apply to all employees and allow the Central Government to set a minimum statutory wage. The Payment of Wages Act, 1936 Payment of Wages Act, 1936, as amended by Payment of Wages (Amendment) Act, 2017 is aimed at regulating the payment of wages to certain classes of persons employed in certain specified industries and to ensure a speedy and effective remedy for them against illegal deductions or unjustified delay caused in paying wages to them. The Act confers on the person(s) responsible for payment of wages certain obligations with respect to the maintenance of registers and the display in such factory/establishment, of the abstracts of this Act and Rules made thereunder. The Minimum Wages Act, 1948 The Minimum Wages Act, 1948 came into force with an objective to provide for the fixation of a minimum wage payable by the employer to the employee. Every employer is mandated to pay the minimum wages to all employees engaged to do any work skilled, unskilled, and manual or clerical (including out-workers) in any employment listed in the schedule to this Act, in respect of which minimum rates of wages have been fixed or revised under the Act. The Payment of Bonus Act, 1965 The Act provides for payment of minimum bonus to factory employees and every other establishment in which 20 or more persons are employed and requires maintenance of certain books and registers and filing of monthly returns showing computation of allocable surplus, set on and set off of allocable surplus and bonus due. The Equal Remuneration Act, 1976 The Equal Remuneration Act, 1976 aims to provide for the payment of equal remuneration to men and women workers and for the prevention of discrimination, on the ground of sex, against women in the matter of employment and for matters connected therewith or incidental thereto. According to the Remuneration Act, no employer shall pay to any worker, employed by him/her in an establishment, a remuneration (whether payable in cash or in kind) at rates less favourable than those at which remuneration is paid by him to the workers of the opposite sex in such establishment for performing the same work or work of a similar nature. In addition, no employer shall for complying with the foregoing provisions of the Remuneration Act, reduce the rate of remuneration of any worker. No employer shall, while making recruitment for the same work or work of a similar nature, or in any condition of service subsequent to recruitment such as promotions, training or transfer, make any discrimination against women except where the employment of women in such work is prohibited or restricted by or under any law for the time being in force. Occupational Safety, Health and Working Conditions Code, 2019 The Government of India enacted ‘The Occupational Safety, Health and Working Conditions Code, 2019 which received the assent of the President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central Government. It proposes to subsume 13 labour legislations, including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979, that concern our business. Contract Labour (Regulation and Abolition) Act, 1970 The Contract Labour (Regulation and Abolition) Act, 1970 requires establishments that employ or have mployed on any day in the preceding twelve months, 20 or more workers as contract labour to be registered. The Act requires the principal employer of an establishment to which the Contract Labour Act applies to make an application for registration of the establishment to employ contract labour in the establishment. Contractor to whom the Contract Labour Act applies is required to obtain a license and not to undertake or execute any work through contract labour except under and in accordance with the license issued. The Contract Labour Act imposes certain obligations on the contractor including the establishment of canteens, rest rooms, washing facilities, first aid facilities and provision of drinking water and payment of wages. In the event that the contractor fails to provide these amenities, the principal employer is undere an obligation to provide these facilities within a prescribed time. The Industrial Relations Code, 2020 Page | 148The Government of India enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central Government. It proposes to subsume three separate legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. Currently the laws are as follows: Industrial Disputes Act, 1947 The Industrial Disputes Act, 1947 provides the procedure for investigation and settlement of industrial disputes. When a dispute exists or is apprehended, the appropriate Government may refer the dispute to a labour court, tribunal, or arbitrator, to prevent the occurrence or continuance of the dispute, or a strike or lock-out while a proceeding is pending. The labour courts and tribunals may grant appropriate relief including ordering modification of contracts of employment or reinstatement of workers. This Act further provides for direct access for the workers to labour courts or tribunals in case of individual disputes and provides for the constitution of grievance settlement machineries in any establishment having 20 or more workers. Trade Unions Act, 1926 Provisions of the Trade Union Act, 1926 provide that any dispute between employers and workmen or between workmen and workmen, or between employers and employers which is connected with the employment, or non-employment, or the terms of employment or the conditions of labour, of any person shall be treated as trade dispute. For every trade dispute a trade union has to be formed. For the purpose of Trade Union Act, 1926, Trade Union means combination, whether temporary or permanent, formed primarily for the purpose of regulating the relations between workmen and employers or between workmen and workmen, or between employers and employers, or for imposing restrictive conditions on the conduct of any trade or business etc. Industrial Employment (Standing Orders) Act, 1946 (the “Standing Orders”) The Standing Orders were passed by the Central Government to bring uniformity in the terms of employment in industrial establishments having 50 or more workmen employed, so as to minimize industrial conflicts. The Standing Orders play a key role in defining the terms and conditions of employment within an industrial establishment. The highlights of the Standing Orders are classification of workmen, manner of intimation to workers about work and wage related details, attendance and conditions for leaves, conditions of termination of employment and means of redressal for workmen in different matters. The Code on Social Security, 2020 The Government of India enacted ‘The Code on Social Security, 2020 which received the assent of the President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central Government. It proposes to subsume 9 separate legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961 and the Payment of Gratuity Act, 1972. Employee’s Compensation Act, 1923 The Employees’ Compensation Act, 1923 provides for payment of compensation to injured employees or workmen by certain classes of employers for personal injuries caused due to an accident arising out of and during the course of employment. Under the Employee’s Act, the amount of compensation to be paid depends on the nature and severity of the injury. The Employee’s Act also lays down the duties/obligations of an employer and penalties in cases of non- fulfilment of such obligations. There are separate methods of calculation or estimation of compensation for injury sustained by the employee. The employer is required to submit to the Commissioner for Employees’ Compensation a report regarding any fatal or serious bodily injury suffered by an employee within 7 days of death/serious bodily injury. Employee’s State Insurance Act, 1948 It is an Act to provide for certain benefits to employees in case of sickness, maternity and ‘employment injury’ and to make provision for certain other matters in relation thereto. It shall apply to all factories (including factories belonging to the Government) other than seasonal factories. The ESI Act requires all the employees of the establishments to which this Act applies to be insured in the manner provided there under. Employers and employees both are required to make contributions to the fund. The return of the contribution made is required to be filed with the Employees’ State Insurance Corporation. Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act) The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the government from time to time. All the establishments under the EPF Act are required to be registered with the appropriate Provident Page | 149Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the employers are required to contribute to the employees’ provident fund the prescribed percentage of the basic wages, dearness allowances and remaining allowance (if any) payable to the employees. The employee shall also be required to make an equal contribution to the fund. The Central Government under Section 5 of the EPF Act (as mentioned above) frames Employees’ Provident Scheme, 1952. Maternity Benefit Act, 1961 The Act provides for leave and right to payment of maternity benefits to women employees in case of confinement or miscarriage etc. The Act is applicable to every establishment which is a factory, mine or plantation including any such establishment belonging to government and to every establishment of equestrian, acrobatic and other performances, to every shop or establishment within the meaning of any law for the time being in force in relation to shops and establishments in a state, in which 10 or more persons are employed, or were employed, on any day of the preceding twelve months; provided that the state government may, with the approval of the Central Government, after giving at least two months’ notice shall apply any of the provisions of this Act to establishments or class of establishments, industrial, commercial, agricultural or otherwise. Payment of Gratuity Act, 1972 The Act shall apply to every factory, mine plantation, port and railway company; to every shop or establishment within the meaning of any law for the time being in force in relation to shops and establishments in a State, in which 10 or more persons are employed, or were employed, on any day of the preceding twelve months; such other establishments or class of establishments, in which 10 or more employees are employed, on any day of the preceding twelve months, as the Central Government, may by notification, specify in this behalf. A shop or establishment to which this Act has become applicable shall be continued to be governed by this Act irrespective of the number of persons falling below ten at any day. The gratuity shall be payable to an employee on termination of his employment after he has rendered continuous service of not less than five years on superannuation or his retirement or resignation or death or disablement due to accident or disease. The five-year period shall be relaxed in case of termination of service due to death or disablement. The Public Liability Insurance Act, 1991 and the Public Liability Insurance Rules, 1991 The Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an accident involving such hazardous substances. A list of hazardous substances covered by the legislation has been enumerated by the government by way of a notification. Under the law, the owner or handler is also required to take out an insurance policy insuring against liability. The rules made under this Act mandate the employer to contribute towards the Environmental Relief Fund a sum equal to the premium paid on the insurance policies. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “Act”) In order to curb the rise in sexual harassment of women at workplace, this Act was enacted for prevention and redressal of complaints and for matters connected therewith or incidental thereto. The terms ‘sexual harassment’ and ‘workplace’ are both defined in the Act. Every employer should constitute an “Internal Complaints Committee” and every officer and member of the Committee shall hold office for a period of not exceeding three years from the date of nomination. Any aggrieved woman can make a complaint in writing to the Internal Committee in relation to sexual harassment of female at workplace. Every employer has a duty to provide a safe working environment at workplace which shall include safety from the persons coming into contact at the workplace, organising awareness programs and workshops, display of rules relating to the sexual harassment at any conspicuous part of the workplace, provide necessary facilities to the internal or local committee for dealing with the complaint, such other procedural requirements to assess the complaints. Child Labour (Prohibition and Regulation) Act, 1986 (the “CLPR Act”) The “CLPR Act seeks to prohibit the engagement of children in certain occupations and to regulate the conditions of work of children in certain other occupations. Part B of the Schedule to the CLPR Act strictly prohibits employment of children in cloth printing, dyeing and weaving processes and cotton ginning and processing and production of hosiery goods. INTELLECTUAL PROPERTY RIGHTS Intellectual property in India enjoys protection under both common law and statutes. Under statutes, India provides for patent protection under the Patents Act, 1970, copyright protection under the Copyright Act, 1957 and trademark protection under the Trade Marks Act, 1999. These enactments provide for the protection of intellectual property by imposing civil and criminal liability for infringement. In addition to the domestic laws, India is party to several international intellectual property related instruments including the Patent Cooperation Treaty, 1970, the Paris Convention for the Protection of Industrial Property, 1883, the Berne Convention for the Protection of Literary and Page | 150Artistic Works, 1886, the Universal Copyright Convention adopted at Geneva in 1952, the International Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organizations, 1961 and as a member of the World Trade Organisation is a signatory to the Agreement on Trade Related aspects of Intellectual Property Rights. The Trade Marks Act, 1999 (“Trade Marks Act”) The Trade Marks Act governs the statutory protection of trademarks and prevention of the use of fraudulent marks in India. Indian law permits the registration of trademarks for both goods and services. Under the provisions of the Trade Marks Act, an application for trademark registration may be made with the Trade Marks Registry by any person or persons claiming to be the proprietor of a trade mark, whether individually or as joint applicants, and can be made on the basis of either actual use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration is required to be restored to gain protection under the provisions of the Trade Marks Act. The Trade Marks Act prohibits registration of deceptively similar trademarks and provides for penalties for infringement, falsifying and falsely applying trademarks among others. Further, pursuant to the notification of the Trade Marks (Amendment) Act, 2010, simultaneous protection of trademark in India and other countries has been made available to owners of Indian and foreign trademarks. It also seeks to simplify the law relating to the transfer of ownership of trademarks by assignment or transmission and to bring the law in line with international practices. Copyright Act, 1957 (“Copyright Act”) The Copyright Act, 1957, along with the Copyright Rules, 1958, (collectively, “Copyright Laws”) governs copyrights subsisting in original literary, dramatic, musical or artistic works, cinematograph films, and sound recordings, including computer programmes, tables and compilations including computer databases. Computer programme constitutes a literary work under Indian law and is afforded copyright protection and the owner of such computer programme becomes entitled to protect his works against unauthorized use and misappropriation of the copyrighted work or a substantial part thereof. Any act of this nature entitles the copyright owner to obtain relief from a court of law including injunction, damages and accounts of profits. Further, copyright registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work and once registered, copyright protection remains valid until expiry of sixty years from the demise of the author. Reproduction of a copyrighted computer programme for sale or hire or trade exhibit in public or distribution or commercial rental, offer for sale or commercial rental, issuing copy(ies) of the computer programme or making an adaptation of the work without consent of the copyright owner amounts to infringement of the copyright. However, the Copyright Act prescribes certain fair use exceptions which permit certain acts, which would otherwise be considered copyright infringement. The Patents Act, 1970 The Patents Act, 1970 (“Patents Act”) governs the patent regime in India. Being a signatory to the Agreement on Trade Related Aspects of Intellectual Property Rights, India is required to recognize product patents as well as process patents. In addition to the broad requirement that an invention satisfy the requirements of novelty, utility and non-obviousness in order for it to avail patent protection, the Patents Act further provides that patent protection may not be granted to certain specified types of inventions and materials even if they satisfy the above criteria. Section 39 of the Patents Act also prohibits any person resident in India from applying for a patent for an invention outside India without making an application for a patent for the same invention in India. The term of a patent granted under the Patents Act pursuant to Section 53 is for a period of twenty years from the date of filing of the application for the patent. A patent shall cease to have effect if the renewal fee is not paid within the period prescribed for the payment of such renewal fee. While the Patents Act prohibits patentability of a ‘computer programme’ as such, computer programmes in combination with a novel hardware could be considered patentable depending on the substance of the invention and applicable provisions of the Patents Act Computer programmes on their own are excluded from patent protection and are protected as a literary work under the Copyright Laws. In terms of the Patent Act, the patentee holds the exclusive right to prevent third parties from the using, offering for sale, selling or importing for such purposes, the patented product or product obtained directly by a process patented in India. FOREIGN INVESTMENT LAWS Foreign Trade (Development and Regulation) Act, 1992 The FTDRA is the main legislation concerning foreign trade in India. The FTDRA, read along with the Foreign Trade (Regulation) Rules, 1993, provides for the development and regulation of foreign trade by facilitating imports into, and augmenting exports from, India and for matters connected therewith or incidental thereto. It authorizes the government to formulate as well as announce the export and import policy and to keep amending the same on a timely basis. The government has also been given wide powers to prohibit, restrict and regulate the exports and imports in general as well as specified cases of foreign trade. The FTDRA read with the Foreign Trade Policy, 2023, prohibits anybody from Page | 151undertaking any import or export except under an importer-exporter code (“IEC”) number granted by the Director General of Foreign Trade. Hence, every entity in India engaged in any activity involving import/export is required to obtain an IEC unless specifically exempted from doing so. The IEC shall be valid until it is cancelled by the issuing authority. An IEC number allotted to an applicant is valid for all its branches, divisions, units and factories. Failure to obtain the IEC number shall attract a penalty under the FTDRA. Foreign Exchange Management Act, 1999 & Rules thereunder Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and notifications thereunder, as issued by the RBI from time to time and the FEMA Rules and the Consolidated FDI Policy. In terms of the Consolidated FDI Policy, foreign investment is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the Government route, depending upon the sector in which the foreign investment is sought to be made. In terms of the Consolidated FDI Policy, the work of granting government approval for foreign investment under the Consolidated FDI Policy and FEMA has now been entrusted to the concerned administrative ministries/departments. The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017 as amended in 2019, provide that the total holding by any individual NRI, on a repatriation basis, shall not exceed 5 percent of the total paid-up equity capital on a fully diluted basis or shall not exceed five percent of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrants; provided that the aggregate ceiling of 10 percent may be raised to 24 percent if a special resolution to that effect is passed by the general body of the Indian company. The Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974 COFEPOSA came into force for the reason to provide preventive detention and to protect and augment the guidelines of foreign exchange. The Act also aims to control smuggling activities and other issues in relation to these activities. COFEPOSA confers power on the Central and the State Governments to issue orders for detaining a person if it is satisfied that the person has acted detrimental to the protection of foreign exchange. The Government shall also issue an order of detention on the ground that the person has engaged in the activity of smuggling goods, assists any person in smuggling goods, transports or conceals such goods, harbours any person employed in the smuggling activities or does any other activity related with smuggling. Such an order shall be issued by the Joint Secretary to the Central Government or Secretary to the State Government or any senior officer authorized by the Government. Foreign Direct Investment The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”) through press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (“DIPP”), has issued consolidated FDI Policy Circular of 2020 (“FDI Policy 2020”), which with effect from October 15, 2020, consolidates and supersedes all previous press notes, press releases and clarifications on FDI Policy issued by the DIPP that were in force. The Government proposes to update the consolidated circular on FDI policy once every year and therefore, FDI Policy 2020 will be valid until the DIPP issues an updated circular. The Reserve Bank of India (“RBI”) also issues Master Directions Foreign Investment in India and updates the same from time to time. Presently, FDI in India is being governed by Master Directions on Foreign Investment No. RBI/FED/2017-18/60 FED Master Direction No. 11/2017-18 dated January 4, 2018, as updated from time to time by RBI. In terms of the Master Directions, an Indian company may issue fresh shares to people resident outside India (who are eligible to make investments in India, for which eligibility criteria are prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the Master Directions. The Indian company making such fresh issue of shares would be subject to the reporting requirements, inter-alia with respect to consideration for issue of shares and also subject to making certain filings including the filing of Form FC-GPR. ANTI-TRUST LAWS Competition Act, 2002 The Act is to prevent practices having adverse effects on competition, to promote and sustain competition in markets, to protect the interest of consumers and to ensure freedom of trade in India. The Act deals with prohibition of anti- competitive agreements. No enterprise or group shall abuse its dominant position in various circumstances as mentioned under the Act. GENERAL LAWS Page | 152Apart from the above list of laws, which is inclusive in nature and not exhaustive, general laws like the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, Consumer Protection Act 2019, Transfer of Property Act, 1882, Information Technology Act, 2000 etc. are also applicable to the Company. [Remainder of the page has been intentionally left blank] Page | 153HISTORY AND CORPORATE STRUCTURE Our Company was originally registered in the name of “BLT Logistics Private Limited” and received a Certificate of Incorporation dated September 06, 2011, from the Registrar of Companies, National Capital Territory of Delhi and Haryana. Later on, our Company was converted into a Public Limited Company pursuant to the shareholders' resolution passed at the Extra-ordinary General Meeting of our Company held on December 30, 2023, and the name of our Company was changed to “BLT Logistics Limited”. A fresh Certificate of Incorporation consequent upon conversion from Private Limited Company to Public Limited Company dated February 09, 2024, was issued by the Registrar of Companies, Delhi. The Corporate Identification Number of our Company is U63000DL2011PLC224622. Krishan Kumar and Rakesh Kumar were the initial subscribers to the Memorandum of Association of our Company. REGISTERED OFFICE: The Registered Office of the Company is presently situated at Plot No. 304 A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, New Delhi- 110078. Except as disclosed below, there has been no change in the registered office of our Company since incorporation: Date of Change of Registered Office Reason Registered Office On Incorporation G-1/9, Opp. SBI Bank, Uttam Nagar, New Delhi-110059 Not Applicable Changed From Changed to December 17, 2013 G-1/9, Opp. SBI Bank, Uttam Nagar, 43, KH No.17/10/2, Shivani Administrative New Delhi-110059 Enclave, Kakrolphs- 4, New Convenience Delhi-110078 March 21, 2024 43, KH No.17/10/2, Shivani Enclave, Plot No 304 A/2 Kh 14/20/1 Administrative Kakrolphs- 4, New Delhi-110078 G/F, Patel Garden, Kakrola, Convenience New Delhi- 110078 August 01, 2024 Plot No 304 A/2 Kh 14/20/1 G/F, Plot No 304 A/2 Kh 14/20/1 Administrative Patel Garden, Kakrola, New Delhi- F/F, Patel Garden, Kakrola, Convenience 110078 South West Delhi, New Delhi, Delhi, India, 110078 AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION NAME CLAUSE The following changes have been made in the Name Clause of our company since its inception: Date of Approval of Particulars Reason Shareholders On Incorporation “BLT Logistics Private Limited” Not Applicable December 30, 2023 The name of our Company changed from Business Expansion, planning to come up “BLT Logistics Private Limited” to “BLT with an Initial Public Offer and conversion Logistics Limited.” from private limited to public limited AUTHORIZED CAPITAL The following changes have been made in the Authorized Capital of our Company since its inception: Date of Amendment Particulars On Incorporation Authorized Capital of ₹ 1.00 Lakh Divided into 10,000 (Ten Thousand) Equity Shares of ₹ 10/- each. January 20, 2021 The Authorised Share capital increased from ₹1.00 lakh Divided into 10,000 (Ten Thousand) equity shares of ₹ 10/- each to ₹10.00 lakhs Divided into 1,00,000 (One Lakh) Equity Shares of ₹10/- each. January 17, 2022 The Authorised Share capital increased from ₹10.00 lakhs Divided into 1,00,000 (One Lakh) equity shares of ₹ 10/- each to ₹50.00 lakhs Divided into 5,00,000 (Five Lakhs) Equity Shares of ₹10/- each. Page | 154Date of Amendment Particulars December 30, 2023 The Authorised Share capital increased from ₹50.00 lakhs Divided into 5,00,000 (Five Lakhs) Equity Shares of ₹10/- each to ₹800.00 lakhs consisting of 80,00,000 (Eighty Lakhs) Equity Shares each of ₹ 10/- each. OBJECT CLAUSE The following changes have been made in the Object Clause of our Company: Date of Amendment Particulars January 20, 2021 1. By deletion of "Clause III (C) containing clauses 1 to 53" describing Other Objects for which company is established and 2. By substitution of heading of Clause III (B) from existing "THE OBJECTS INCIDENTIAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE" by words: "(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III (A) ARE". 3. by Adopting new set of Ancillary Objects according to the Section 13 read with Section 4 and Schedule I Table A of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. MAJOR EVENTS There are no major events in the company since its incorporation except as mentioned below: Year Particulars 2011-2012 Our Company was incorporated as a private limited company under the name “BLT Logistics Private Limited”. 2023-2024 Our Company has expanded our offerings to warehousing services. 2023-2024 Acquired subsidiary in the name of “Sabarmati Express India Private Limited”. 2023-2024 Our Company was converted into a Public Limited Company under the name of “BLT Logistics Limited”. OTHER DETAILS REGARDING OUR COMPANY For information on our activities, services, growth, technology, marketing strategy, and our standing with reference to our prominent competitors and customers, please refer to sections titled “Business Overview”, “Industry Overview” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on page nos. 124, 112 and 231 respectively of this Prospectus. For details of our management and managerial competence and for details of shareholding of our Promoter, please refer to sections titled “Our Management” and “Capital Structure” beginning on page nos. 159 and 77 respectively of this Prospectus. RAISING OF CAPITAL IN THE FORM OF EQUITY OR DEBT For details regarding our capital raising activities through equity or debt, please see the section entitled “Capital Structure” and “Restated Financial Information” beginning on page nos. 77 and 176 respectively of this Prospectus. DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/ BANKS AND CONVERSION OF LOANS INTO EQUITY There have been no defaults or rescheduling of borrowings with financial institutions/banks in respect of our current borrowings from lenders. None of our outstanding loans have been converted into equity shares. HOLDING AND JOINT VENTURES OF THE COMPANY Our Company does not have any Holdings and Joint Ventures as on date of filing Prospectus. INJUNCTION AND RESTRAINING ORDER Our Company is not under any injunction or restraining order, as on the date of filing of this Prospectus. MANAGERIAL COMPETENCE For managerial Competence, please refer to the section “Our Management” beginning on page no. 159 of this Prospectus. Page | 155MATERIAL ACQUISITIONS / AMALGAMATIONS / MERGERS/ REVALUATION OF ASSETS/DIVESTMENT OF BUSINESS/UNDERTAKING IN THE LAST TEN YEARS There has been no Material Acquisitions/Amalgamations/Mergers/Revaluation of Assets/Divestment of Business/Undertaking in last ten years except mentioned below; Pursuant to a Form SH-4 dated December 01,2023, our Company acquired 99,999 fully paid-up equity shares of Sabarmati Express India Private Limited (“Sabarmati”) from Roshani and Anita (member of promoter group of our Company) for a consideration of ₹66.00 lakhs. The equity shares of Sabarmati were acquired at the rate of ₹66.00 per equity share. The Net Asset Value per share of the equity shares as per the valuation report taken for Sabarmati, was ₹66.95 per equity share. Details of acquisition of equity shares in Sabarmati Express India Private Limited are as disclosed below: Name of the acquirer BLT Logistics Limited Name of the acquiree Sabarmati Express India Private Limited Relationship of the promoter or directors of the Roshani and Anita are members of the promotor group of issuer company with the entities/person from whom our Company. the issuer has acquired or proposes to acquire any business/ material assets Summarized information about valuation The equity shares of Sabarmati were acquired at the rate of ₹66.00 per equity share. The Net Asset Value per share of the equity shares as per the valuation report taken for Sabarmati, was ₹66.95 per equity share. Effective Date of Transaction December 01, 2023 TOTAL NUMBER OF SHAREHOLDERS OF OUR COMPANY As on the date of filing of this Prospectus, the total number of equity shareholders are 7 (Seven). For more details on the shareholding of the members, please see the section titled “Capital Structure” beginning on page no. 77 of this Prospectus. MAIN OBJECTS AS SET OUT IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY The object clauses of the Memorandum of Association of our Company enable us to undertake our present activities. The main objects of our Company are: 1. To carry on the business of public carriers, transporters and carriers of goods, passengers, merchandise, commodities, and other products and goods and luggage of all kinds and descriptions in any part of India and elsewhere, on land, water and air by any conveyance whatsoever. 2. To acquire permits for plying lorries, buses, cars, boats, steamers and other services with a view to run buses, lorries and or other services as the case may be on any routes in India or elsewhere. 3. To undertake and carry out the work of loading and unloading handling, packers, forwarding and clearing agents for and on behalf of owners of goods, luggage, parcels, materials, articles, commodities, livestock and other movables. 4. To carry on the business of logistics business, freight forwarders, consolidators and clearing and forwarding agents and to act as freight forwarding agents for air sea and land consignment and to get approval from concerned authorities such as IATA. 5. To carry on the business of logistics business, freight forwarders and to act as IATA agents, general sales agents, passenger sales agents, sub-agents and agents for airlines companies and shipping companies, clearing agents, forwarding agents, shipping agents, charter party contractors, custom house agents, warehousemen, storekeepers, loading and unloading agent act as consultants and advisors for any airlines, shipping companies, railways, road transport companies and such other organization in India and abroad. OUR SUBSIDIARY Except as mentioned below, our company does not have any subsidiaries as of the date of this Prospectus: SABARMATI EXPRESS INDIA PRIVATE LIMITED Corporate Information: Sabarmati Express India Private Limited is a private limited company incorporated under the Companies Act, 2013 on June 27, 2020. On incorporation, its registered office was at 43 KH. No 17/10/2 Shivani Enclave Kakrola, Phase IV, Page | 156Delhi-110078. Subsequently, its registered office was changed to Plot No 304 A/2 Kh 14/20/1, G/F, Patel Garden, Kakrola, South West Delhi, New Delhi, India, 110078 w.e.f. April 11, 2024. The Company Identification Number (CIN) of the company is U60230DL2020PTC365294. Current Nature of Business: The Company is engaged in the business of providing transportation and logistics services mainly in the B2C segment. Capital Structure: The Paid-up share capital of the company is ₹10,00,000/- divided into 1,00,000 Equity Shares of ₹ 10/- each. Shareholding Pattern: Sr. No. Name Number of Shares % of Holding 1. BLT Logistics Limited 99,999 99.999 2. Rakesh Kumar 1 0.001 Total 1,00,000 100 As on date of this Prospectus Our company holds 99.99% shareholding of Sabarmati Express India Private Limited. Directorship of the subsidiary: Sr. No. Name Designation 1. Krishan Kumar Director 2. Rakesh Kumar Director Accumulated profits or losses As on the date of this Prospectus, there are no accumulated profits or losses of Sabarmati Express India Private Limited that have not been accounted for by our Company in the Restated Financial Information. Business interests in our Company Except in the ordinary course of business and other than the transactions disclosed in “Annexure-XXXI - Restated Standalone Statement of Related Party Transactions” under the Chapter titled “Restated Financial Information” on page 176, our Subsidiary has no business interests in our Company. Common Pursuits Our Subsidiary is engaged in business similar to the business of our Company. However, we do not perceive any conflict of interest with our Subsidiary as our Subsidiary is controlled by us. SHAREHOLDERS AGREEMENTS Our Company has not entered into any shareholders agreement as on the date of filing this Prospectus. As on the date of this Prospectus, our Company, Promoters and Shareholders do not have any inter-se agreements/arrangements and clauses/covenants which are material in nature and that there are no other clauses/covenants which are adverse/pre-judical to the interests of the minority/public shareholders. Also, there are no other agreements, deed of assignments, acquisition agreements, shareholders’ agreement, inter-se agreements or agreements of like nature. Further, as on the date of this Prospectus, there are no special rights for nominee/nomination rights and information rights available to any of the Promoters / shareholders of the Company. The Articles of Association of our Company do not give any special rights of any kind to any persons. OTHER AGREEMENTS As on the date of this Prospectus our Company has not entered into any agreements other than those entered into in the ordinary course of business and there is no material agreements entered as on the date of this Prospectus. JOINT VENTURE AGREEMENTS Our Company has not entered into any joint venture agreement as on the date of this Prospectus. COLLABORATION AGREEMENTS Page | 157Our Company has not entered into any collaboration agreement with any entity as on the date of this Prospectus. STRATEGIC PARTNERS Our Company does not have any strategic partner as on the date of filing this Prospectus. FINANCIAL PARTNERS Our Company has not entered into any financial partnerships with any entity as on the date of filing of this Prospectus. DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/BANKS AND CONVERSION OF LOANS INTO EQUITY SHARES There have been no defaults or rescheduling of borrowings with any financial institutions/banks as on the date of this Prospectus. Furthermore, except as disclosed in chapter titled “Capital Structure” beginning on Page 77 of this Prospectus, none of the Company's loans have been converted into equity in the past. AGREEMENTS REQUIRED UNDER CLAUSE 5A OF PARAGRAPH A OF PART A OF SCHEDULE III OF THE SEBI LISTING REGULATIONS There is no agreement required to be disclosed under Clause 5A of paragraph A of part A of Schedule III of the SEBI (LODR) Regulations, 2015 which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Issuer Company or impose any restriction or create any liability upon the Issuer Company. OTHER CONFIRMATION Except as disclosed above or anywhere in the Prospectus, there are no other agreements/ arrangements and clauses / covenants in the agreements entered into by our Company, which are material and which needs to be disclosed or non- disclosure of which may have bearing on the investment decision, other than the ones which have already disclosed in this Prospectus. There are no findings/observations of any of the inspections by SEBI or any other regulators which are material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision. There are no material clauses of our Articles of Association that have been left out from disclosures having bearing on the Issue or this Prospectus. Except as disclosed above or anywhere in the Prospectus, there is no conflict of interest between the suppliers of the raw materials and third party service providers (crucial for operations of our Company) and our Company, Promoters, Promoter Group, Key Managerial Personnel, Directors and the Subsidiary/ Group Companies and its directors. Except as disclosed above or anywhere in the Prospectus, there is no conflict of interest between the lessor of the immovable properties (crucial for operations of our Company) and our Company, Promoters, Promoter Group, Key Managerial Personnel, Directors and the Subsidiary/Group Companies and its directors. Page | 158OUR MANAGEMENT In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3 (Three) and not more than 15 (Fifteen). Our Company currently has 4 (Four) directors on our Board, of which 2 (Two) Directors are Executive Directors and rest of the 2 (Two) Directors are Independent Directors. Krishan Kumar - Chairman and Managing Director Rakesh Kumar - Whole Time Director Rajni Sharma - Independent Director Naveen Kumar Gupta - Independent Director The Following table sets forth details regarding the Board of Directors as on the date of this Prospectus. Krishan Kumar Father’s Name Banwari Lal DIN 03588595 Date of Birth February 22, 1977 Age 48 Years Designation Chairman and Managing Director Status Executive Qualification Passed Senior School Certificate Examination from the Central Board of Secondary Education, Rajasthan. No. of Years of Experience 13 years in the field of Logistics Industry. Address 43, Shivani Enclave, Kakrola, Delhi – 110078, India. Occupation Business Nationality Indian Date of Appointment He was appointed as a Director of the Company since incorporation of the Company i.e., September 06, 2011. Thereafter, he was designated as Managing Director in the Extra Ordinary General meeting held on March 02, 2024 for a period of 5 years with effect from, March 02, 2024. Presently, he is also designated as the Chairman of the Board in the Board meeting held on August 02, 2024 with effect from August 02, 2024. Term of Appointment and date Pursuant to the Extraordinary General Meeting held on March 02, 2024, he has been of expiration of current term of designated as Managing Director for a period of 5 years with effect from, March 02, office. 2024 and liable to retire by rotation. Other Directorships/ Designated Sabarmati Express India Private Limited Partner Rakesh Kumar Father’s Name Banwari Lal DIN 03588589 Date of Birth October 05, 1981 Age 43 Years Designation Whole Time Director Status Executive Qualification Passed Senior Secondary Examination from the Board of Secondary Education, Page | 159Rakesh Kumar Rajasthan. No. of Years of Experience 13 years in the field of Logistics Industry. Address 43, Shivani Enclave, 17-10-2, Uttam Nagar East, Delhi – 110078, India. Occupation Business Nationality Indian Date of Appointment He was appointed as Director at the time of incorporation of the Company i.e., September 06, 2011. Presently, he is designated as Whole Time Director in the Extraordinary General Meeting held on March 29, 2024 for a period of 5 years with effect from March 29, 2024. Term of Appointment and date Pursuant to the Extraordinary General Meeting held on March 29, 2024 he has been of expiration of current term of designated as Whole Time Director for a period of 5 years with effect from March 29, office. 2024 and liable to retire by rotation. Other Directorships/ Designated Sabarmati Express India Private Limited Partner Sujit K Sugathan Rajni Sharma Father’s Name Anil Kumar Sharma DIN 10240283 Date of Birth September 24, 1981 Age 43 Years Designation Independent Director Status Non-Executive Qualification Post Graduate Diploma in Business Administration from Symbiosis Centre for Distance Learning and B.Com from the University of Delhi. No. of Years of Experience She has over 14 years of experience in the Finance and Accounts. Address A137/4 Raj Park, Sultanpuri, C Block, North West Delhi, Delhi-110086, India. Occupation Business Nationality Indian Date of Appointment She was appointed as Independent Director in the Extra Ordinary General Meeting held on August 01, 2023, for a term of five years, with effect from August 01, 2023. Term of Appointment and date She has been appointed as Independent Director for a term of 5 years with effect from of expiration of current term of August 01, 2023. office. Other Directorships/ Designated Nil Partner Naveen Kumar Gupta Father’s Name Suresh Chand Gupta DIN 10509914 Date of Birth October 18, 1972 Age 52 Years Designation Independent Director Status Non-Executive Qualification Bachelor of Science (Honours Course) from University of Delhi, Post-Graduate Page | 160Naveen Kumar Gupta Diploma in Business Management from Birla Institute of Management Technology Delhi. No. of Years of Experience He has over 14 years of experience in Secretary General roles. Address House No B4/43B LIG DDA Flats Ashok Vihar Phase 2, North West Delhi, Delhi- 110052, India. Occupation Business Nationality Indian Date of Appointment He has been appointed as Independent Director in the Extra Ordinary General Meeting held on March 02, 2024, for a term of five years, with effect from March 02, 2024. Term of Appointment and date He has been appointed as Independent Director for a term of 5 years with effect from of expiration of current term of March 02, 2024. office. Other Directorships/ Designated Nil Partner As on the date of this Prospectus: a. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers. b. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI. c. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority. d. None of our Directors are/were directors of any company whose shares were delisted from any stock exchange(s) up to the date of filling of this Prospectus. e. None of the Promoters or Directors of our Company are fugitive economic offenders. f. None of our Directors are/were directors of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years. g. In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our directors and none of our directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence. RELATIONSHIP BETWEEN THE DIRECTORS Krishan Kumar, Chairman and Managing Director, and Rakesh Kumar, Whole Time Director are brothers. Other than this, there is no relationship between any of the other Directors of our Company as on date of filling this Prospectus. ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS AND OTHERS There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above-mentioned Directors was selected as director or member of Key Managerial Personnel. SERVICE CONTRACTS None of our directors have entered into any service contracts with our company and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company. However, Executive Directors of our Company are appointed for specific terms and conditions. Their terms and conditions of appointment and remuneration are specified and approved by the Board of Directors and Shareholders of the Company. Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of employment. Page | 161BORROWING POWERS OF THE BOARD OF DIRECTORS Pursuant to a special resolution passed at an Extraordinary General Meeting of our Company held on May 28, 2024, and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of ₹100.00 Crore. BRIEF PROFILE OF OUR DIRECTORS Krishan Kumar Krishan Kumar, aged 48 years, is Chairman and Managing Director of the company. He passed Senior School Certificate Examination from the Central Board of Secondary Education, Rajasthan. He has 13 years of experience in the field of Logistics Industry. He was appointed as a Director of the Company since incorporation of the Company i.e., September 06, 2011. Thereafter, he was designated as Managing Director in the Extra Ordinary General meeting held on March 02, 2024 for a period of 5 years with effect from, March 02, 2024. Presently, he is also designated as the Chairman of the Board in the Board meeting held on August 02, 2024 with effect from August 02, 2024. Rakesh Kumar Rakesh Kumar, aged 43 years, is Whole Time Director of the company. He passed Senior Secondary Examination from the Board of Secondary Education, Rajasthan. He has 13 years of experience in the field of Logistics Industry. He was appointed as Director at the time of incorporation of the Company i.e., September 06, 2011. Presently, he is designated as Whole Time Director in the Extraordinary General Meeting held on March 29, 2024 for a period of 5 years with effect from March 29, 2024. Rajni Sharma Rajni Sharma, aged 43 years, is an Independent Director of the Company. She completed her Post Graduate Diploma in Business Administration from Symbiosis Centre for Distance Learning and B.Com from the University of Delhi. She has over 14 years of experience in the Finance and Accounts departments. She was appointed as Independent Director in the Extra Ordinary General Meeting held on August 01, 2023, for a term of five years, with effect from August 01, 2023. Naveen Kumar Gupta Naveen Kumar Gupta, aged 52 years, is an Independent Director of the Company. He completed his Bachelor of Science (Honours Course) from University of Delhi, Post-Graduate Diploma in Business Management from Birla Institute of Management Technology, Delhi. He has over 14 years of experience in Secretary General roles. COMPENSATION AND BENEFITS TO THE CHAIMAN AND MANAGING DIRECTOR AND WHOLE TIME DIRECTOR ARE AS FOLLOWS: Name Krishan Kumar Designation Chairman and Managing Director He was appointed as a Director of the Company since incorporation of the Company i.e., September 06, 2011. Date of Appointment/ Thereafter, he was designated as Managing Director in the Extra Ordinary General meeting Change in Designation held on March 02, 2024 for a period of 5 years with effect from, March 02, 2024. Presently, he is also designated as the Chairman of the Board in the Board meeting held on August 02, 2024 with effect from August 02, 2024. Period 5 (Five) years with effect from March 02, 2024 and liable to retire by rotation. Salary Upto ₹3.50 lakhs per month Bonus Nil Perquisite/Benefits Nil Commission: Nil Compensation/ remuneration paid ₹36.00 lakhs during the F.Y. 2024- Page | 162Name Krishan Kumar 25 Name Rakesh Kumar Designation Whole Time Director He was appointed as Director at the time of incorporation of the Company i.e., September 06, Date of Appointment/ 2011. Change in Designation Presently, he is designated as Whole Time Director in the Extraordinary General Meeting held on March 29, 2024 for a period of 5 years with effect from March 29, 2024. Period 5 (Five) years with effect from March 29, 2024 and liable to retire by rotation. Salary Upto ₹3.50 lakhs per month Bonus Nil Perquisite/Benefits Nil Commission: Nil Compensation/ remuneration paid ₹36.00 lakhs during the F.Y. 2024- 25 BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS We have no bonus or profit-sharing plan for our directors. REMUNERATION PAID TO OUR DIRECTOR BY OUR SUBSIDIARY During the financial year 2024-25, our subsidiary company did not pay any remuneration to our Directors of the Company. SITTING FEES PAYABLE TO NON-EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS During the F.Y. 2024–25, our Company paid a total sitting fee of ₹ 2.04 Lakhs to our Independent Directors for attending Board or Committee Meetings. Further, The Board of Directors has decided to pay sitting fees pursuant to the Board Resolution dated August 01, 2023, is entitled to receive fees of ₹ 3,000/- (Rupees three thousand only) per meeting for attending meeting of the Board, and ₹ 2,000/- (Rupees two thousand only) per meeting for attending meeting of the committee. SHAREHOLDING OF DIRECTORS The shareholding of our directors as on the date of this Prospectus is as follows: Except as disclosed below, none of our directors hold any Equity Shares of our Company as on the date of this Prospectus is as follows. Sr. No. Name of Directors No. Equity Shares held Category/ Status (Face value of ₹10 each) 1. Krishan Kumar 14,00,000 Chaiman and Managing Director 2. Rakesh Kumar 14,00,000 Whole Time Director INTEREST OF DIRECTORS All the Non-Executive directors of the company may be deemed to be interested to the extent of fees, payable to them for attending meetings of the Board or Committee if any as well as to the extent of other remuneration and/or reimbursement of expenses payable to them as per the applicable laws. The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/arrangements to be entered into by the issuer company with any company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations. Page | 163Executive Directors are interested in the extent of remuneration paid to them for services rendered to the company. Except as stated under “Annexure-XXXI - Restated Standalone Statement of Related Party Transactions” and “Annexure-XXIX - Restated Consolidated Statement of Related Party Transactions” under the Chapter titled “Restated Financial Information” beginning on page no. 176 of this Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of this Prospectus in which our directors are interested directly or indirectly. CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS Name of Director Date of Event Nature of Event Reason for the changes He was appointed as an Executive Director of Ananga Pratap Roy August 01, 2023 Appointment the Company. He has been appointed as an Independent Vipin Kumar August 01, 2023 Appointment Director of the company. She has been appointed as an Independent Rajni Sharma August 01, 2023 Appointment Director of the company. His Designation has been changed to Whole Change in Rakesh Kumar March 29, 2024 Time Director of the Company from Executive Designation Director of the Company. He has been appointed as an Independent Naveen Kumar Gupta March 02, 2024 Appointment Director of the company. His Designation has been changed to Managing Change in Krishan Kumar March 02, 2024 Director of the Company from Executive Designation Director of the Company. He has resigned from the post of Director of the Ananga Pratap Roy August 01, 2024 Resignation company w.e.f. August 01, 2024 due to personal reasons and unavoidable circumstances. He has been appointed as Chairman, resulting in a change in his designation to Chairman and Krishan Kumar August 02, 2024 Appointment Managing Director of the Company from his previous designation as Managing Director. He has resigned from the post of Independent Vipin Kumar March 26, 2025 Resignation Director of the company w.e.f. March 26, 2025 due to personal and unavoidable circumstances. CORPORATE GOVERNANCE In addition to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchange. As on date of this Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and schedules of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavours to comply with the good corporate governance and accordingly certain exempted regulations have been compiled by our Company. Our Company has complied with the corporate governance requirement, particularly in relation to the composition of the Board of Directors, appointment of independent directors including a woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, to the extent applicable. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas. Composition of Board of Directors Page | 164Currently our Board consists of 4 (Four) directors and out of which, 2 (Two) are Executive Director and 2 (Two) are Non-Executive Independent Directors. Composition of Board of Directors is set forth in the below mentioned table: Sr. Name of Directors Designation Status DIN No. 1. Krishan Kumar Chairman and Managing Director Executive 03588595 2. Rakesh Kumar Whole Time Director Executive 03588589 3. Rajni Sharma Independent Director Non-Executive 10240283 4. Naveen Kumar Gupta Independent Director Non-Executive 10509914 CONSTITUTION OF COMMITTEES Our company has constituted the following Committees of the Board: 1. Audit Committee 2. Stakeholders Relationship Committee 3. Nomination and Remuneration Committee Details of composition, terms of reference etc. of each of the above committees are provided hereunder: 1. Audit Committee: The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on March 15, 2024 constituted Audit Committee, which was subsequently reconstituted in the Board Meeting held on March 26, 2025. The constitution of the Audit Committee is as follows: Name of the Directors Designation Nature of Directorship Rajni Sharma Chairperson Independent Director Naveen Kumar Gupta Member Independent Director Rakesh Kumar Member Whole Time Director Our Company Secretary and Compliance officer shall act as the secretary of the Audit Committee. Terms of Reference: The Committee be and is hereby vested with the following roles and responsibilities: 1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible; 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees; 3. Approval of Payment to statutory auditors for any other services rendered by the statutory auditors. 4. Reviewing with the management, the annual financial statements before submission to the board for approval, with particular reference to; a. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report. 5. Reviewing with the management, the half yearly financial statements before submission to the boards for approval; Page | 1656. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor's independence and performance and effectiveness of the audit process. 8. Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the Company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors on any significant findings and follow up thereon; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism, in case the same is existing; 19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; 20. Carrying out any other function as it mentioned in the terms of reference of the Audit Committee Review of Information 1. Management Discussion and Analysis of financial condition and results of operations. 2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management. 3. Management letters/letters of internal control weaknesses issued by the statutory auditors. 4. Internal audit reports relating to internal control weaknesses. 5. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit. The appointment removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee. Powers of Committee a) To investigate any activity within its terms of reference b) To seek information from any employee c) To obtain outside legal or other professional advice d) To secure attendance of outsiders with relevant expertise if it considers necessary e) The audit committee may invite such executives as it considers appropriate (and particularly head of the finance function) to be present at the meetings of the committee, but on the occasions, it may also meet without the presence of any executives of the Issuer. The finance director, head of the internal audit committee. Quorum and Frequency of Meetings Page | 166The Audit Committee shall meet at least four times in a year and more than one hundred and twenty days shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there shall be a minimum of two independent members present. 2. Stakeholders Relationship Committee: The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on March 15, 2024 constituted Stakeholders Relationship Committee, which was subsequently reconstituted in the Board Meeting held on March 26, 2025. The constitution of the Stakeholders Relationship Committee is as follows: Name of the Directors Designation Nature of Directorship Naveen Kumar Gupta Chairperson Independent Director Rajni Sharma Member Independent Director Rakesh Kumar Member Whole Time Director Our Company Secretary and Compliance officer shall act as the secretary of the Stakeholders Relationship Committee. Terms of Reference: This Committee supervises all grievances of Shareholders and Investors and its terms of reference include the following: 1. Allotment and listing of our shares in future; 2. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates; 3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures; 4. Reference to statutory and regulatory authorities regarding investor grievances; 5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; 6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers. 7. Such other matters may be required by any statutory, contractual or other regulatory requirements to be attended to by such a committee from time to time. Quorum and Frequency of Meetings The quorum of the Stakeholders Relationship Committee shall be one third of total members of the Stakeholders Relationship Committee or 2, whichever is higher. The Stakeholders Relationship Committee shall meet at least once in the financial year. 3. Nomination and Remuneration Committee: The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on March 15, 2024 constituted Nomination and Remuneration Committee, which was subsequently reconstituted in the Board Meeting held on March 26, 2025. The constitution of the Nomination and Remuneration Committee is as follows: Name of the Directors Designation Nature of Directorship Naveen Kumar Gupta Chairperson Independent Director Rajni Sharma Member Independent Director Krishan Kumar Member Chairman and Managing Director Our Company Secretary and Compliance officer shall act as the secretary of the Nomination and Remuneration Committee. Terms of reference: Role of Nomination and Remuneration Committee not limited to but includes: - Page | 1671. Formulation of the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees. 2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors. 3. Devising a policy on diversity of the Board of Directors. 4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria, laid down, and recommend to the Board of Directors their appointment and removal. 5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors. 6. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such a committee. Quorum and Frequency of Meetings The meeting of the Committee shall be held at such regular intervals as may be required. The quorum will be either two members or one third of the members of the Nomination and Remuneration Committee whichever is greater, including at least one independent director. [Remainder of the page has been intentionally left blank] Page | 168MANAGEMENT ORGANISATION CHART The Management Organization Structure of the company is depicted from the following chart: Krishan Kumar Chairman and Managing Director Rama Kanojia Company Secretary S R & Compliance Officer O T Rakesh Kumar C Whole Time Director E R I Vivek Kumar D F CFO O D R A O B Rajni Sharma Independent Director Independent Directors Naveen Kumar Gupta Independent Director Page | 169OUR KEY MANAGERIAL PERSONNEL The Key Managerial Personnel of our Company other than our Executive Directors are as follows: Remuneration paid in Previous Name, Designation and Date of Joining Qualification F.Y. 2024-25 Employment (₹ in Lakhs) Name Vivek Kumar Chief Financial Officer Designation He passed B. Com (CFO) - 4.81 examination Date of March 15, 2024 Appointment He has overall experience of over 5 years in accounting. He is associates with our Company from Overall Experience 2019. Name Rama Kanojia Company Secretary B. Com and member Designation and Compliance of Institute of - 3.76 Officer Company Secretaries of India. Date of April 11, 2024 Appointment Overall Experience She has an experience of over 1 year in the field of secretarial and compliance related activities. SENIOR MANAGERIAL PERSONNEL Except as disclosed under the heading “Our Key Managerial Personnel” in the Chapter titled “Our Management” beginning on page 159, there are no other Senior managerial personnel in our Company. BONUS OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL Currently, our Company does not have any bonus or profit-sharing plan for our Key Managerial personnel. In future, discretionary bonus may be paid as may be decided by Nomination and Remuneration Committee/Board of Directors, depending upon the performance of the Key Managerial Personnel, working of the Company and other relevant factors. CHANGES IN THE KEY MANAGERIAL PERSONNEL The following are the changes in the Key Managerial Personnel in the last three years preceding the date of filing this Prospectus: Name of Key Managerial Date of Event Nature of Event Reason for the changes Personnel His Designation has been changed to Managing Director of the Company Krishan Kumar March 02, 2024 Change in Designation from Executive Director of the Company. His Designation has been changed to Whole Time Director of the Company Rakesh Kumar March 29, 2024 Change in Designation from Executive Director of the Company. He has been appointed as Chairman, resulting in a change in his designation to Chairman and Krishan Kumar August 02, 2024 Appointment Managing Director of the Company from his previous designation as Managing Director. Appointed as Chief Financial Officer Vivek Kumar March 15, 2024 Appointment of the Company. Page | 170Name of Key Managerial Date of Event Nature of Event Reason for the changes Personnel Appointed as Company Secretary and Rama Kanojia April 11, 2024 Appointment Compliance Officer. ATTRITION OF KEY MANAGERIAL PERSONAL VIS-À-VIS INDUSTRY The rate of attrition of our Key Managerial Personnel is not high in comparison to the industry in which we operate. EMPLOYEE STOCK OPTION PLAN ('ESOP’)/ EMPLOYEE STOCK PURCHASE SCHEME (‘ESPS SCHEME’) TO EMPLOYEES/ STOCK APPRECIATION RIGHTS SCHEME (SARS) TO EMPLOYEES As on the date of filing of this Prospectus, our company does not have any Employee Stock Option Scheme (ESOP) Scheme/Employee Stock Purchase Scheme (ESPS) Scheme/Stock Appreciation Rights Scheme (SARS) for our employees. RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL Krishan Kumar, Chairman and Managing Director, and Rakesh Kumar, Whole-Time Director, are brothers. Other than this, there is no relationship between any of the other Key Managerial Personnel of our Company. PAYMENT OF BENEFIT TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED) Except for the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of business, and the transactions as enumerated in the chapter titled “Restated Financial Information” and the chapter titled “Business Overview” beginning on pages 176 and 124 respectively of this Prospectus, we have not paid/given any benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Prospectus. Notes: ⮚ All the key managerial personnel mentioned above are on the payrolls of our Company as permanent employees. ⮚ There is no arrangement / understanding with major shareholders, customers, suppliers or others pursuant to which any of the above-mentioned personnel have been recruited. ⮚ None of our Key Managerial Personnel has been granted any benefits in kind from our Company, other than their remuneration. ⮚ None of our Key Managerial Personnel has entered into any service contracts with our Company and no benefits are granted upon their termination from employment other than statutory benefits provided by our Company. SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL Except as disclosed below, none of the Key Managerial Personnel hold any Equity Shares of our Company as on the date of this Prospectus. Name of Key Managerial No. Equity Shares held Sr. No. Category/ Status Personnel (Face value of ₹10 each) 1. Krishan Kumar 14,00,000 Chairman and Managing Director 2. Rakesh Kumar 14,00,000 Whole Time Director Page | 171OUR PROMOTERS AND PROMOTER GROUP Promoters of our Company are Krishan Kumar and Rakesh Kumar. For details of the Capital build-up of our Promoters, see chapter titled “Capital Structure” beginning on page no. 77 of this Prospectus. The details of our Promoters are as follows: KRISHAN KUMAR Krishan Kumar, aged 48 years is the Chairman and Managing Director of the Company. He has 13 years of experience in the field of Logistics Industry. Date of Birth February 22, 1977 Age 48 years PAN BAYPK1433J Educational Qualification Passed Senior Secondary School Examination from the Central Board of Secondary Education, Rajasthan. Present Residential 43, Shivani Enclave, Kakrola, Delhi – 110078, India Address Position/posts held in the He was appointed as a Director of the Company since incorporation of the Company i.e., past September 06, 2011. Thereafter, he was designated as Managing Director in the Extra Ordinary General meeting held on March 02, 2024 for a period of 5 years with effect from, March 02, 2024. Presently, he is also designated as the Chairman of the Board in the Board meeting held on August 02, 2024 with effect from August 02, 2024. Directorship held Sabarmati Express India Private Limited Other Ventures Nil RAKESH KUMAR Rakesh Kumar, aged 43 years is Whole Time Director of the Company. He has 13 years of experience in the field of Logistics Industry. Date of Birth October 05, 1981 Age 43 years PAN ASXPK1513F Educational Qualification Passed Senior Secondary School Examination from the Board of Secondary Education, Rajasthan. Present Residential Address 43, Shivani Enclave, 17-10-2, Uttam Nagar East, Delhi – 110078, India. Position/posts held in the He was appointed as Director at the time of incorporation of the Company i.e., past September 06, 2011. Presently, he is designated as Whole Time Director in the Extraordinary General Meeting held on March 29, 2024 for a period of 5 years with effect from March 29, 2024. Directorship held Sabarmati Express India Private Limited Other Ventures Nil Page | 172DECLARATION We declare and confirm that the details of the permanent account numbers, bank account numbers, passport numbers, Aadhar card and Driving Licence of our Promoters are being submitted to the BSE, stock exchange on which the specified securities are proposed to be listed along with filing of this Prospectus with the Stock Exchange. CHANGE IN THE CONTROL OR MANAGEMENT OF THE ISSUER IN LAST FIVE YEARS There has been no change in control or management of the Issuer since incorporation. INTEREST OF OUR PROMOTERS ⮚ Except as stated under “Annexure-XXXI - Restated Standalone Statement of Related Party Transactions” and “Annexure-XXIX - Restated Consolidated Statement of Related Party Transactions” under the Chapter titled “Restated Financial Information” beginning from page no. 176 of this Prospectus and to the extent of compensation, remuneration/ sitting fees to be paid, perquisites to be given, reimbursement of expenses to be made in accordance with their respective terms of appointments and to the extent of their shareholding and benefits, if any, arise on the shareholding, our Promoters do not have any other interest in our business. ⮚ Further, our Promoters may be deemed to be interested in the extent of the payments made by our Company, if any, to the Group entities and payment to be made by our Company to the Group Entities. For the payments that are made by our Company to certain Group entities, please refer “Annexure-XXXI - Restated Standalone Statement of Related Party Transactions” and “Annexure-XXIX - Restated Consolidated Statement of Related Party Transactions” under the Chapter titled “Restated Financial Information” beginning from page no. 176 of this Prospectus. ⮚ Our Promoters, Directors or Group Companies do not have any interest in any property acquired by our Company in the preceding three years before filing this Prospectus. Further, they do not have any interest in any property to be acquired by our Company till the date of this Prospectus. ⮚ Except as otherwise as stated in this Prospectus, we have not entered into any contract, agreements or arrangements during the preceding three years from the date of this Prospectus in which Promoter is directly or indirectly interested. PAYMENT OF BENEFITS TO OUR PROMOTERS Except as stated in “Annexure-XXXI - Restated Standalone Statement of Related Party Transactions” and “Annexure- XXIX - Restated Consolidated Statement of Related Party Transactions” under the Chapter titled “Restated Financial Information” beginning from page no. 176 of this Prospectus, there has been no payment of benefits made to our Promoters in the two years preceding the filing of this Prospectus. Further, our Company may enter into transactions with or make payment of benefit to the Promoters, Directors or Promoters’ Group, towards remunerations as decided by the Board of Directors. CONFIRMATIONS Our Company and Promoters confirmed that they have not been declared as wilful defaulters or Fraudulent Borrowers or by the RBI or by any other government authority and there are no violations of securities laws committed by them in the past or are currently pending against them or restraining period are continued. Further, our Promoters, Promoter group or directors have not been directly or indirectly debarred from accessing the capital market or have not been restrained by any regulatory authority, directly or indirectly from acquiring the securities. Additionally, our Promoters, Promoter group or directors do not have direct or indirect relation with the companies, its Promoter and whole-time director, which are compulsorily delisted by any recognized stock exchange or the companies which are debarred from accessing the capital market by the Board. Also, our Promoters or directors are not a fugitive economic offender. We and Our Promoters, Group Entities, and Companies promoted by the Promoter confirm that: ⮚ No material regulatory or disciplinary action has been taken by a stock exchange or regulatory authority in the past one year against us; ⮚ There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks, FIs during the past three years. ⮚ The details of outstanding litigation including its nature and status are disclosed in the section title “Outstanding Litigation and Material Developments” appearing on page no. 246 of this Prospectus. Page | 173DISASSOCIATION OF PROMOTER IN THE LAST THREE YEAR: Our Promoters have not disassociated themselves from any Company or Firm during the preceding three years. RELATIONSHIP OF PROMOTER WITH EACH OTHER AND WITH OUR DIRECTORS Except Krishan Kumar and Rakesh Kumar who are brothers, none of our Promoters are related to any of our Company’s other Directors within the meaning of Section 2 (77) of the Companies Act, 2013. OUR PROMOTER GROUP In addition to our Promoters named above, the following individuals and entities forms a part of the Promoter’ Group: a. Natural persons who are part of our Individual Promoter Group: Relationship with Krishan Kumar Rakesh Kumar Promoter Father Banwari Lal Banwari Lal Mother Sarbati Devi Sarbati Devi Spouse Roshani Anita Brother/s Rakesh Kumar Krishan Kumar Sister/s NA NA Son/s Raveen Kumar Lakshay Choudhary Daughter/s Samita Kiran Spouse’s Father Ram Kumar Ram Kumar Spouse’s Mother Bimla Bimla Vinod Kumar Vinod Kumar Spouse’s Brother/s Sunil Sunil Spouse’s Sister/s Anita Roshani b. Companies related to our Promoter Company: Not Applicable Nature of Relationship Name of Entities Subsidiary or holding company of Promoter Company. Not Applicable Any Body corporate in which Promoter (Body Corporate) holds 20% or more of the equity share capital or which holds 20% or Not Applicable more of the equity share capital of the Promoter (Body Corporate). c. Companies, Proprietary concerns, HUFs related to our Promoters Nature of Relationship Name of Entities Any Body Corporate in which twenty percent or more of the equity share capital is held by Promoter or an immediate relative NIL of the Promoter or a firm or HUF in which Promoter or any one or more of his immediate relatives are a member. Any Body corporate in which Body Corporate as provided above NIL holds twenty percent or more of the equity share capital. Any Hindu Undivided Family or Firm in which the aggregate shareholding of the Promoter and his immediate relatives is equal NIL to or more than twenty percent. d. Person whose shareholding is aggregated under the heading “Shareholding of the Promoters Group” Name of Entities / Person NIL For further details on our Group Companies refer Chapter titled “Information with respect to Group Companies” beginning on page no. 256 of this Prospectus. Page | 174DIVIDEND POLICY Under the Companies Act, 2013 our Company can pay dividends upon a recommendation by our Board of Directors and approval by a majority of the shareholders at the General Meeting and as per provisions of Articles of Association of our Company. The shareholders of the Company have the right to decrease but not to increase the amount of dividend recommended by the Board of Directors. The dividends may be paid out of profits of our Company in the year in which the dividend is declared or out of the undistributed profits or reserves of previous financial years or out of both. The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim dividends. Our Company does not have any formal dividend policy for the Equity Shares. The dividend pay - out shall be determined by our Board after taking into account a number of factors, including but not limited to : (i) internal factors such as profits earned during the year, present and future capital requirements of the existing businesses, business acquisitions, expansion/ modernization of existing businesses, availability of external finance and relative cost of external funds, additional investments in subsidiaries/associates/joint ventures of our Company and restrictions on loan agreement(s); and (ii) external factors such as economic and industry outlook, growth outlook, statutory/regulatory restrictions and covenants with lenders/bond holders. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board. For details of risks in relation to our capability to pay dividend, see Risk Factors – Our ability to pay dividends in the future will depend upon our future earnings, financial conditions, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financial arrangements. Our Company has not paid/ declared any dividend in the last three years from the date of this Prospectus. [Remainder of the page has been intentionally left blank] Page | 175SECTION IX – FINANCIAL STATEMENTS RESTATED FINANCIAL INFORMATION Sr. No Particulars Page Nos. 1. Restated Standalone Financial Information 177 to 202 2. Restated Consolidated Financial Information 203 to 228 [Remainder of the page has been intentionally left blank] Page | 176Independent Auditor’s Examination report on Restated Standalone Financial Information of BLT Logistics Limited To, The Board of Directors BLT Logistics Limited Plot No 304 A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, India, 110078 Dear Sir(s)/ Madam(s), 1. We have examined the attached Restated Standalone Financial Information of BLT Logistics Limited (the “Company” or the “Issuer”), comprising the Restated Standalone Statement of Assets and Liabilities as at March 31, 2025, 2024 and 2023, the Restated Standalone Statements of Profit and Loss, the Restated Standalone Statement of Cash Flow for the financial year ended March 31, 2025, 2024 and 2023, the Restated Standalone Statement of Significant Accounting Policies, and other explanatory information (collectively, the “Restated Standalone Financial Information”), as approved by the Board of Directors of the Company at their meeting held on July 21, 2025 for the purpose of inclusion in the Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus prepared by the Company in connection with its proposed Initial Public Offer of equity shares (“IPO”). 2. These Restated Standalone Financial Information have been prepared in terms of the requirements of: a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act") b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”). 3. The Company’s Board of Directors is responsible for the preparation of the Restated Standalone Financial Information for the purpose of inclusion in the Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus to be filed with Securities and Exchange Board of India, Registrar of Companies, Delhi and the SME Platform of BSE Limited (BSE SME) in connection with the proposed IPO. The Restated Standalone Financial Information have been prepared by the management of the Company on the basis of preparation stated in Annexure IV(A) to the Restated Standalone Financial Information. The Board of Directors’ responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Standalone Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note. 4. We have examined such Restated Standalone Financial Information taking into consideration: a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated Jul 28, 2024 in connection with the proposed IPO of equity shares of the Issuer; b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Standalone Financial Information; and d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO. 5. These Restated Standalone Financial Information have been compiled by the management from the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in accordance with accounting principles generally accepted in India (“Indian GAAP”), as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Accounting Standards) Rules, 2021, as amended, and other accounting Page | 177principles generally accepted in India , which have been approved by the Board of Directors at their meeting held on May 07, 2025, August 02, 2024 and September 20, 2023 respectively. 6. We have audited the Standalone Financial Statements of the Company for the financial year ended March 31, 2025 and March 31, 2024, prepared by the company in accordance with Indian GAAP. We have issued our report dated May 07, 2025 and August 02, 2024, respectively, on these Financial Statements which have been approved by the Board of Directors at their meeting held on May 07, 2025 and August 02, 2024, respectively. 7. For the purpose of our examination, we have relied on: a) Auditors’ Report issued by us, Jain Agarwal & Company, dated May 07, 2025 and August 02, 2024 on the Standalone Financial Statements of the company as at and for the financial year ended on March 31, 2025 and March 31, 2024 respectively as referred in paragraph 5 (a) above; b) Auditors’ Report issued by, Mehta Garg & Associates, dated September 20, 2023 on the Standalone Financial Statements of the company as at and for the year ended on March 31, 2023 as referred in Paragraph 5(a) above. 8. The Restated Standalone Financial Information has been prepared after adjusting the following matter(s) giving rise to modifications on the financial statements for the year ended on 31 March, 2025, 2024 and 2023: a) There were no qualifications in the Audit Reports issued by us for the financial year ended 31 March, 2025 and 31 March 2024 and Audit Reports issued by the Previous Auditors for the financial year ended on 31 2023 which would require adjustments in this Restated Standalone Financial Information of the Company. 9. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the audit report submitted by the previous auditor for the financial year ended 31 March 2023 and the audit report submitted by us for the financial year ended March 31, 2024 and 2025, we report that the Restated Standalone Financial information: a) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. b) have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any; c) The Restated Standalone Financial Information have been made after incorporating adjustments for prior period and other material amounts in the respective financial years to which they relate, if any and there are no qualifications which require adjustments; d) have been made after giving disclosure of Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required; e) have been made after giving effect to the matter giving rise to modifications in paragraph (8) above; f) Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in Annexure IV(A) and IV(B) to this report; g) There was no change in accounting policies, which needs to be adjusted in the Restated Standalone Financial Information; h) There are no revaluation reserves, which need to be disclosed separately in the Restated Standalone Financial Information; i) The Company has not declared dividend during the period. 10. In accordance with the requirements of Part I of Chapter III of Act including rules made thereunder, ICDR Regulations and Guidance Note, we report that: Page | 178a) The “Restated Standalone Statement of Assets and Liabilities” as set out in Annexure I to this report, of the Company as at and financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023 are prepared by the Company and approved by the Board of Directors. These Restated Standalone Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV(A) and IV(B) to this Report. b) The “Restated Standalone Statement of Profit and Loss” as set out in Annexure II to this report, of the Company as at and financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023 are prepared by the Company and approved by the Board of Directors. These Restated Standalone Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV(A) and IV(B) to this Report. c) The “Restated Standalone Statement of Cash Flow” as set out in Annexure III to this report, of the Company as at and financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023 are prepared by the Company and approved by the Board of Directors. These Restated Standalone Statement of Cash Flow have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in the Restated Standalone Statement of Significant Accounting Policies and Notes to Accounts as set out in Annexure IV(A) and IV(B) to this Report. d) We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company as at and financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023 proposed to be included in the Draft Red Herring Prospectus / Red Herring Prospectus /Prospectus. Annexure No. Particulars I Restated Standalone Statement of Assets & Liabilities II Restated Standalone Statement of Profit & Loss III Restated Standalone Statement of Cash Flows IV(A) Restated Standalone Statement of Significant Accounting Policies IV(B) Notes to Standalone Restated Financial Statements V Restated Standalone Statement of Share Capital VI Restated Standalone Statement of Reserves and Surplus VII Restated Standalone Statement of Share Application Money Pending Allotment VIII Restated Standalone Statement of Long Term Borrowings Restated Standalone Statement of Principal Terms of Secured Loans and Assets Charged as VIII(A) Security VIII(B) Restated Standalone Statement of Terms & Conditions of Unsecured Loans IX Restated Standalone Statement of Deferred Tax (Assets)/ Liabilities X Restated Standalone Statement of Long Term Provisions XI Restated Standalone Statement of Short Term Borrowings XII Restated Standalone Statement of Trade Payable XIII Restated Standalone Statement of Other Current Liabilities XIV Restated Standalone Statement of Short-Term Provisions XV(A) Restated Standalone Statement of Property, Plant & Equipment XV(B) Restated Standalone Statement of Capital Work in Progress XV(C) Restated Standalone Statement of Intangible Assets under Development XVI Restated Standalone Statement of Non current Investments XVII Restated Standalone Statement of Other Non Current Assets XVIII Restated Standalone Statement of Trade Receivable XIX Restated Standalone Statement of Cash & Cash Equivalents XX Restated Standalone Statement of Short-Term Loans and Advances Page | 179XXI Restated Standalone Statement of Other Current Assets XXII Restated Standalone Statement of Revenue from operations XXIII Restated Standalone Statement of Other Income XXIV Restated Standalone Statement of Cost of Operating Expenses XXV Restated Standalone Statement of Employees Benefit Expenses XXVI Restated Standalone Statement of Finance Cost XXVII Restated Standalone Statement of Depreciation XXVIII Restated Standalone Statement of Other Expenses XXIX Restated Standalone Statement of Earning Per Share XXX Restated Standalone Statement of Tax Shelter XXXI Restated Standalone Statement of Related Party Transaction XXXII Statement of Standalone Analytical Ratios, As Restated XXXIII Statement of Standalone Accounting & Other Ratios, As Restated XXXIV Capitalization Statement 11. We, M/s. Jain Agarwal & Co., Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of the ICAI which is valid till August 31, 2025. 12. The Restated Standalone Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim financial statements and audited financial statements mentioned in paragraph 5 above. 13. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein. 14. We have no responsibility to update our report for events and circumstances occurring after the date of the report. 15. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus to be filed with Securities and Exchange Board of India, the stock exchanges and Registrar of Companies, Delhi in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. For, Jain Agarwal & Company Chartered Accountants Firm Reg. No: 024866N Sd/- Jatin Jain Partner Membership No: 516377 UDIN: 25516377BMJOPL6169 Place: New Delhi Date: July 21, 2025 Page | 180BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure I: Restated Standalone Statement of Assets and Liabilities (Amount in Rs. Lakh) As at Particulars Annexures 31/Mar/25 31/Mar/24 31/Mar/23 A) EQUITY AND LIABILITIES 1. Shareholders' Funds (a) Share Capital V 350.00 3 50.00 10.00 (b) Reserves & Surplus VI 412.27 1 11.92 1 46.89 (c) Share application money pending allotment VII - - 20.00 2. Non- Current Liabilities (a) Long Term Borrowings VIII 705.53 5 79.62 4 24.08 (b) Deferred Tax Liabilities(net) IX - - - (c) Other Long-Term Liabilities - - - (d) Long-Term Provisions X 4.07 1.94 1.45 3. Current Liabilities (a) Short Term Borrowings XI 503.01 3 72.91 3 03.48 (b) Trade Payables XII -total outstanding dues of micro enterprises and small enterprises; and 20.67 45.69 - -total outstanding dues of creditors other than micro enterprises and small enterprises 298.68 3 03.60 2 69.82 (c) Other Current Liabilities XIII 65.72 73.35 41.80 (d) Short-Term Provisions XIV 114.63 1 02.15 58.27 Total 2,474.59 1 ,941.19 1 ,275.79 B) ASSETS 1. Non-Current Assets (a) Property, Plant and Equipment XV(A) 659.31 4 98.95 4 63.53 (b) Intangible Assets - - - (c) Capital Work-in-Progress XV(B) 123.63 1 62.78 - (d) Intangible Assets under Development XV(C) 3.50 3.50 2.00 (e) Non-Current Investments XVI 66.00 66.00 - (f) Deferred Tax Asset (Net) IX 20.04 10.82 2.79 (g) Long-Term Loans and Advances - - - (h) Other Non-Current Assets XVII 54.50 10.09 - 2 Current Assets (a) Current Investments - - - (b) Inventories - - - (c) Trade Receivables XVIII 1,218.38 9 11.34 6 29.23 (d) Cash and Cash Equivalents XIX 14.58 18.06 17.89 (e) Short-Term Loans and Advances XX 169.57 1 40.65 68.44 (f) Other Current Assets XXI 145.07 1 18.99 91.91 Total 2,474.59 1 ,941.19 1 ,275.79 (126.44) (126.66) 1 06.80 Note: The above statement should be read with the restated standalone statement of profit and loss, restated standalone statement of cash flows and restated standalone statement of significant accounting policies and notes to standalone restated financial information as appearing in Annexures II, III, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N (CA Jatin Jain) Rakesh Kumar Krishan Kumar Partner Whole Time Director Chairman and Managing Director M No.- 516377 DIN : 03588589 DIN: 03588595 UDIN: 25516377BMJOPL6169 Dated: 21/07/2025 Place: New Delhi Vivek Kumar Rama Kanojia CFO Company Secretary M. No.- A72774 Page | 181BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure II: Restated Standalone Statement of Profit and Loss (Amount in Rs. Lakh) For the year ended Particulars Annexures 31/Mar/25 31/Mar/24 31/Mar/23 INCOME: I Revenue From Operations XXII 4 ,792.48 3,971.44 3,103.14 II Other Income XXIII 2 6.32 32.37 6 8.81 III Total Income (I + II) 4 ,818.80 4,003.81 3,171.96 IV EXPENDITURE: Cost of Operating Expenses XXIV 3 ,719.38 3,053.95 2,469.28 Purchase of Stock In trade - - - Change in Inventory of Finished Goods, WIP and Stock in Trade - - - Employee Benefit Expense XXV 1 81.07 145.08 5 6.06 Finance Costs XXVI 7 8.98 76.53 6 6.92 Depreciation XXVII 2 96.64 255.15 201.12 Other Expenses XXVIII 1 32.47 114.96 179.21 Total Expenditure 4 ,408.54 3,645.67 2,972.59 Profit/(Loss) Before Exceptional, Extraordinary Items & V Prior Period Items & Tax 4 10.26 358.14 199.36 VI Exceptional Items - - - Profit/(Loss) Before Extraordinary Items & Prior Period VII Items & Tax 4 10.26 358.14 199.36 VIII Extraordinary Items - - - - - - IX Profit Before Taxes (VII - VIII) 4 10.26 358.14 199.36 Taxation Epenses Current Tax 1 14.07 101.14 5 8.27 Earlier Year Taxes 5 .06 Deferred Tax IX (9.22) (8.04) 5 .60 Net Tax Expense 1 09.91 93.10 6 3.87 Restated Profit/(Loss) for the period 3 00.35 265.04 135.49 Earning per Equity Share XXIX Basic EPS 8 .58 7.59 1 9.36 Diluted EPS 8 .58 7.59 1 9.36 Note: The above statement should be read with the restated standalone statement of assets and liabilities, restated standalone statement of cash flows and restated standalone statement of significant accounting policies and notes to standalone restated financial information as appearing in Annexures I, III, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Director Chairman and Managing Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPL6169 Dated: 21/07/2025 Vivek Kumar Rama Kanojia Place: New Delhi CFO Company Secretary M. No.- A72774 Page | 182BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure III: Restated Standalone Statement of Cash Flows (Amount in Rs. Lakh) Particulars For the year ended 31/Mar/25 31/Mar/24 31/Mar/23 A Cash Flow From Operating Activities Net Profit/(Loss) Before Tax 410.26 3 58.14 199.36 Adjustment For: Depreciation 296.64 2 55.15 201.12 Interest on Fixed Deposit ( 1.42) (0.22) - Interest Expenses 77.61 7 6.44 6 6.78 (Profit)/Loss on Disposal of assets ( 7.84) (7.99) ( 47.66) Operating Profit Before Working Capital Changes 775.26 6 81.52 419.60 Changes in Working Capital Change in Trade Receivables ( 307.04) (282.11) ( 244.00) Change in Loans and Advances ( 28.93) (72.21) 1 3.45 Change in Other Current Assets & Non Current Assets ( 70.48) (37.17) ( 21.31) Change in Trade Payables ( 29.94) 7 9.47 216.46 Change in Provisions 14.61 4 4.37 4 8.80 Change in Deferred Tax Asset (Net) ( 9.22) (8.04) 5 .60 Change in Other Current Liabilities ( 7.63) 2 8.35 ( 22.22) Cash Generated From Operations 336.63 4 34.18 416.39 Direct Taxes Paid 109.91 9 3.10 6 3.87 Net Cash Flows From Operating Activities(A) 226.72 3 41.08 352.52 B Cash Flow From Investing Activities Purchase of Property, Plant and Equipment ( 297.97) (296.79) ( 210.08) Sale of Property, Plant and Equipment 11.59 1 4.22 4 7.66 Intangible Assets under Development - (1.50) (2.00) Capital WIP Addition ( 123.63) (162.78) - Interest on Fixed Deposit 1.42 0 .22 - Investment in shares - (66.00) - Net Cash Flow From Investing Activities (B) ( 408.60) (512.63) ( 164.42) C Cash Flow From Financing Activities Share Application Money Pending Allotment - (20.00) 2 0.00 Proceeds From Issue of Equity Shares - 4 0.00 - Proceeds From Long Term Borrowings 622.34 6 46.77 171.81 Repayments of Long Term Borrowings ( 442.85) (491.22) ( 333.46) Proceeds from Short Term Borrowings 100.00 6 9.43 5 .55 Repayments of Short Term Borrowings ( 23.48) - - Interest Paid ( 77.61) (73.24) ( 66.78) Net Cash Flow From Financing Activities ( C) 178.39 1 71.73 ( 202.88) Net Change in Cash (A+B+C) ( 3.48) 0 .17 ( 14.79) Cash and Cash Equivalents at the Beginning of Period 18.06 1 7.89 3 2.68 Cash and Cash Equivalents at the End of Period 14.58 1 8.06 1 7.89 Note: The above statement should be read with the restated standalone statement of assets and liabilities, restated standalone statement of profit and loss, restated standalone statement of significant accounting policies and notes to standalone restated financial information as appearing in Annexures I, II, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N (CA Jatin Jain) Rakesh Kumar Krishan Kumar Partner Whole Time Director Chairman and Managing Director M No.- 516377 DIN : 03588589 DIN: 03588595 UDIN: 25516377BMJOPL6169 Dated: 21/07/2025 Place: New Delhi Vivek Kumar Rama Kanojia CFO Company Secretary M. No.- A72774 Page | 183ANNEXURE-IV(A) BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Restated Standalone Statement of Significant Accounting Policies I SIGNIFICANT ACCOUNTING POLICIES 1 Corporate Information BLTLogisticsLimited(‘theCompany’)(CIN:U63000DL2011PLC224622)wasincorporatedon6thSeptember2011havingitsregisteredofficeatPlotNo 304A/2Kh14/20/1F/F,PatelGarden,Kakrola,SouthWestDelhi,NewDelhi,Delhi,Kakrola,SouthWestDelhi,NewDelhi,Delhi, India, 110078.The Company has been incorporated to carry out the business of providing logistic services and warehousing services. Summary of significant accounting policies 2(a) Basis of preparation ThefinancialinformationsoftheCompanyhavebeenpreparedinaccordancewithgenerallyacceptedaccountingprinciplesinIndia(IndianGAAP).The Company has prepared these financial informations to comply in all material respects with the accounting standards notified under the Companies (AccountingStandards)Rules,2021,(asamended)andtherelevantprovisionsoftheCompaniesAct,2013.Thefinancialinformationshavebeenprepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial informations are consistent with those of Previous Year. (b) Use of estimates Thefinancialinformationsarepreparedunderthehistoricalcostconvention.Thesestatementshavebeenpreparedinaccordancewithapplicablemandatory accounting standards and relevant presentational requirement of the Companies Act 2013. (c) Property, Plant & Equipment Property, Plant and Equipments are stated at cost less accumulated depreciation. Capital work-in-progress is valued at cost and includes equipment in transit and the cost of Property, Plant and Equipments that are not ready for their intended use at the reporting date. 1) Depreciation on Property, Plant and Equipments Depreciation on Property, Plant and Equipments is provided on the Written down Method, to allocate the costs of property, plant and equipment, net of their residual values, over their useful life as specified in Schedule II of Ihe Companies Act, 2013. (d) Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. i) Sale of Services Revenuefromthesaleofservicesisrecognizedwhentheservicesarerenderedanditisprobablethattheeconomicbenefitsassociatedwiththetransaction will flow to the Company, and the amount of revenue can be measured reliably. TheCompanycollectsindirecttaxesonbehalfofthegovernment.SuchamountsarenotconsideredeconomicbenefitsoftheCompanyandaretherefore excluded from revenue. ii) Interest Revenue is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. (e) Foreign currency translation (i) Initial Recognition Foreigncurrencytransactionsarerecordedinthereportingcurrency,byapplyingtotheforeigncurrencyamounttheexchangeratebetweenthereporting currency and the foreign currency at the date of the transaction. Attheendofeachreportingperiod,monetaryitemsdenominatedinforeigncurrenciesareretranslatedattheratesprevailingattheendofthereporting period.Non-monetaryitemscarriedatfairvaluethataredenominatedinforeigncurrenciesareretranslatedattheratesprevailingonthedatewhenthefair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated. (ii) Exchange differences ExchangedifferencesarisingonthesettlementofmonetaryitemsoronreportingmonetaryitemsoftheCompanyatratesdifferentfromthoseatwhichthey wereinitiallyrecordedduringtheyear,orreportedinpreviousfinancialinformations,arerecognizedasincomeorasexpensesintheyearinwhichthey arise. (f) Retirement and other employee benefits RetirementbenefitsintheformofProvidentFundareadefinedcontributionschemeandthecontributionsarechargedtothestatementofprofitandlossof the year when an employee renders the related service. TheCompanyoperatesadefinedbenefitplanforitsemployees,viz.,gratuity.Thecostsofprovidingbenefitsundertheseplansaredeterminedonthebasis ofactuarialvaluationateachyear-end.Separateactuarialvaluationiscarriedoutforeachplanusingtheprojectedunitcreditmethod.Actuarialgainsand losses for both defined benefit plans are recognized in full in the period in which they occur in the statement of profit and loss. Page | 184(g) Income taxes Taxexpensecomprisesofcurrentanddeferredtax. Currentincometax ismeasuredattheamountexpectedtobepaidtothetaxauthoritiesinaccordance withtheIncomeTaxAct,1961. Deferredincometaxesreflectstheimpactofcurrentyeartimingdifferencesbetweentaxableincomeandaccounting income for the year and reversal of timing differences of earlier years. Deferredtaxismeasuredbasedonthetaxratesandthetaxlawsenactedorsubstantivelyenactedatthebalancesheetdate. Deferredtaxassetsare recognizedonlytotheextentthatthereisreasonablecertaintythatsufficientfuturetaxableincomewillbeavailableagainstwhichsuchdeferredtaxassets canberealized.InsituationswheretheCompanyhasunabsorbeddepreciationorcarryforwardtaxlosses,alldeferredtaxassetsarerecognizedonlyif there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. AteachreportingdatetheCompanyre–assessesunrecognizeddeferredtaxassets.Itrecognizesunrecognizeddeferredtaxassetstotheextentithas becomereasonablycertainorvirtuallycertain,asthecasemaybethatsufficientfuturetaxableincomewillbeavailableagainstwhichsuchdeferredtax assets can be realized. Thecarryingamountofdeferredtaxassetsarereviewedateachbalancesheetdate.TheCompanywrites-downthecarryingamountofadeferredtaxasset totheextentitisnolongerreasonablecertainorvirtuallycertain,asthecasemaybe,thesufficientfuturetaxableincomewillbeavailableagainstwhich deferredtaxassetcanberealized.Anysuchwrite-downisreversedtotheextentthatitbecomesreasonablycertainorvirtuallycertain,asthecasemaybe, thatsufficientfuturetaxableincomewillbeavailable.Deferredtaxassetsandliabilitiesareoffsettotheextentthattheyrelatetotaxesleviedbythesame tax authority and there are legally enforceable rights to set off current tax assets and current tax liabilities within that jurisdiction. (h) Earnings per share Basicearningspersharearecalculatedbydividingthenetprofitorlossfortheyearattributabletoequityshareholdersbytheweightedaveragenumberof equity shares outstanding during the year. Forthepurposeofcalculatingdilutedearningspershare,thenetprofitorlossfortheyearattributabletoequityshareholdersandtheweightedaverage number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares (i) Provisions A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each reporting and adjusted to reflect the current best estimates. (j) Contingent liabilities & Assets Acontingentliabilityisapossibleobligationthatarisesfrompasteventswhoseexistencewillbeconfirmedbytheoccurrenceornon-occurrenceofoneor moreuncertainfutureeventsbeyondthecontroloftheCompanyorapresentobligationthatisnotrecognizedbecauseitisnotprobablethatanoutflowof resources willberequired to settle theobligation. Acontingent liabilityalso arises inextremelyrarecases wherethereisaliabilitythat cannotbe recognizedbecauseitcannotbemeasuredreliably.TheCompanydoesnotrecognizeacontingentliabilitybutdisclosesitsexistenceinthefinancial informations. (k) Borrowing Cost Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings. Borrowingcostsdirectlyattributabletotheacquisition,constructionorproductionofanassetthatnecessarilytakesasubstantialperiodoftimetogetready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur. (l) Cash and cash equivalents Cashandcashequivalentsinthebalancesheetcomprisecashatbankandinhandandshort-terminvestmentswithanoriginalmaturityofthreemonthsor less. (m) Investment Investments,whicharereadilyrealizableandintendedtobeheldfornotmorethanoneyearfromthedateonwhichsuchinvestmentsaremade, are classified as current investments. All other investments are classified as long-term investments. Oninitialrecognition,investmentsaremeasuredatcost.Thecostcomprisesthepurchasepriceanddirectlyattributableacquisitionexpensessuch as brokerage, fees, and duties. Where an investment is acquired wholly or partly by issuing shares or other securities, the acquisition cost is the fair value of the securities issued. Ifaninvestmentisacquiredinexchangeforanotherasset,thecostisdeterminedwithreferencetothefairvalueoftheassetgivenuporthe investment acquired—whichever is more clearly evident. Currentinvestmentsarecarriedinthefinancialinformationsatlowerofcostandfairvaluedeterminedonanindividualinvestmentbasis.Long- terminvestmentsarecarriedatcost.However,provisionfordiminutioninvalueismadetorecognizeadeclineotherthantemporaryinthevalue oftheinvestments.Ondisposalofaninvestment,thedifferencebetweenitscarryingamountandnetdisposalproceedsischargedorcreditedto the statement of profit and loss. Page | 185BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure V Restated Standalone Statement of Share Capital (a) Authorized, Issued, Subscribed, Paid Up Share Capital: Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Authorized Share Capital: Equity Shares of ₹ 10/- each (in Nos.) 8 ,000,000 8,000,000 500,000 Amount (in ₹ lakh) 800.00 800.00 50.00 Issued, Subscribed and Fully Paid Up Share Capital: Equity Shares of ₹ 10/- each (in Nos.) 3 ,500,000 3,500,000 100,000 Amount (in ₹ lakh) 350.00 350.00 10.00 Total Share Capital (in ₹ lakh) 3 50.00 350.00 10.00 (b) Reconciliation of the number of Shares and the amount outstanding at the beginning and at the end of the Reporting Year: Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Equity Shares Outstanding at the beginning of the year Equity Shares of ₹ 10/- each (in Nos.) 3,500,000 100,000 1 00,000 Amount (in ₹ lakh) 350.00 10.00 10.00 Fresh Issue during the year Equity Shares of ₹ 10/- each (in Nos.) - 400,000 - Amount (in ₹ lakh) - 40.00 - Bonus Shares Issue during the year Equity Shares of ₹ 10/- each (in Nos.) - 3,000,000 - Amount (in ₹ lakh) - 300.00 - Equity Shares Outstanding at the end of the year Equity Shares of ₹ 10/- each (in Nos.) 3 ,500,000 3,500,000 100,000 Amount (in ₹ lakh) 3 50.00 350.00 10.00 (c) Details of Shares held by each shareholder holding more than 5%: Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Krishan Kumar (40%) 1 ,400,000 1,400,000 50,000 Rakesh Kumar (40%) 1 ,400,000 1,400,000 50,000 (d) Details of Shares held by Promoters Promoter's Name As at 31/Mar/25 31/Mar/24 31/Mar/23 Krishan Kumar (40%) 1 ,400,000 1,400,000 50,000 Rakesh Kumar (40%) 1 ,400,000 1,400,000 50,000 Terms/rights attached to equity shares: “The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian (e) Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder. The Company has allotted 6 (Six) new fully paid Equity Share of Rs. 10/- (Rupees Ten) each for every One Equity Shares of Rs. 10/- (Rupees Ten) to existing shareholders holding shares at the close of (f) business hours on the Record Date i.e. February 10, 2024 by capitalization of Rs 3,00,00,000 standing to the credit of the Company’s Reserve and Surplus account as per the periodic audited accounts of the Company. Accordingly, Bonus share has been allotted to the eligible members. The Company has allotted 2 new fully paid Equity Shares of Rs. 10/- (Rupees Ten) each for every Equity Shares of Rs. 10/- (Rupees Ten) i.e. 200000 by right offer to existing shareholders at the close of business hours on Record Date i.e. February 27, 2023 for cash consideration at par, allotment date i.e. April 03, 2023. (g) The Company has allotted 0.67 new fully paid Equity Shares of Rs. 10/- (Rupees Ten) each for every Equity Shares of Rs. 10/- (Rupees Ten) i.e. 200000 by right offer to existing shareholders at the close of business hours on Record Date i.e. April 04, 2023 for cash consideration at par & allotment date is April 17, 2023. Annexure VI Restated Standalone Statement of Reserve and Surplus (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Surplus in Statement of Profit & Loss Opening Balance 111.92 146.89 11.39 Add: Restated Profit/(Loss) for the year 300.35 265.04 135.49 Less: Bonus Issued to Shareholders - (300.00) - Grand Total 4 12.27 111.92 146.89 Annexure VII Restated Standalone Statement of Share application money pending allotment (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Share application money pending allotment - - 20.00 Total - - 20.00 Notes: The company received share application money Rs 20 lakh from Shareholder Krishan Kumar in March, 2023 and allotment of respective shares was done in April, 2023 (FY 23-24). Page | 186Annexure VIII Restated Standalone Statement of Long Term Borrowings (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Secured Loans Term Loan from Bank -Rupee Loan from AXIS bank 4 10.75 332.34 198.78 -Rupee Loan from HDFC bank 5 40.77 308.64 165.33 -Rupee Loan from ICICI bank - 68.74 176.59 -Rupee Loan from YES bank 7 2.33 117.08 180.59 -Rupee Loan from HDB bank 7 5.08 99.33 - Unsecured Loans -Loan from Directors 2 7.82 19.70 - -Loan from Others - - 2.10 -Rupee Loan from IDFC bank - 1.46 4.17 -Less:- Current Maturities of Long Term Borrowings ( 421.23) (367.65) (303.48) Total 7 05.53 579.62 424.08 Notes: 1. The terms and conditions and other information in respect of Secured Loans and Unsecured Loans are given in Annexure-VIIIA and Annexure VIIIB 2. The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 3. The above statement should be read with the restated summary statement of assets and liabilities, restated summary statement of profit and loss, cash flow statement, significant accounting policies and notes to restated summary statements as appearing in Annexures I, II, III and IV(A) and IV(B) respectively 4. Detailed Note of borrowings can be referred to separately (Annexure VIII A) & (Annexure VIII B) Annexure IX Restated Standalone Statement of Deferred Tax (Assets)/ Liabilities (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Income tax rate(%) 25.168% 25.168% 25.168% Opening Balance of Deferred Tax (Asset) / Liability (A) (10.82) (2.79) (8.39) (DTA) / DTL on account of: -Timing Difference in Depreciation as per Companies Act and Income Tax Act (18.94) (10.31) (2.42) -Gratuity provision (1.11) (0.52) (0.37) Closing Balance of Deferred Tax (Asset) / Liability (B) (20.04) (10.82) (2.79) Current Year Provision (B-A) (9.22) (8.04) 5.60 Notes: 1. The figures disclosed above are based on the restated standalone statements assets and liabilities of company. 2. The above statement should be read with the restated standalone statement of assets and liabilities, restated standalone statement of profit and loss, restated standalone statement of cash flows, restated standalone statement of significant accounting policies and notes to standalone restated financial information as appearing in Annexures I, II, III, IV(A) and IV(B) respectively Annexure X Restated Standalone Statement of Long Term Provisions (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Provision for Employee Benefits: Provision for Gratuity 4 .07 1.94 1.45 Total 4 .07 1.94 1.45 Annexure XI Restated Standalone Statement of Short Term Borrowings (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Secured Loans Current Maturities of Long Term Borrowings 4 21.23 367.65 303.48 Loan from Bank 0 .26 0.26 - Bank Overdraft 8 1.52 5.00 - Total 5 03.01 372.91 303.48 Note: Detailed Note of borrowings can be referred to separately (Annexure VIII A) & (Annexure VIII B) Annexure XII Restated Standalone Statement of Trade Payables (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 -total outstanding dues of micro enterprises and small enterprises 2 0.67 45.69 - -total outstanding dues of creditors other than micro enterprises and small enterprises 2 98.68 303.60 269.82 Total 3 19.35 349.29 269.82 (Amount in Rs. Lakh) As at 31 March 2025 Particulars Outstanding for following periods from due date of payment Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total Undisputed-MSME 20.67 - - - 20.67 Undisputed-Others 297.00 1 .68 - - 298.68 Dispute dues-MSME - - - - - Dispute dues-Others - - - - - Others - - - - - Total 317.67 1 .68 - - 319.35 Page | 187(Amount in Rs. Lakh) As at 31 March 2024 Particulars Outstanding for following periods from due date of payment Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total Undisputed-MSME 45.69 - - - 45.69 Undisputed-Others 303.60 - - - 303.60 Dispute dues-MSME - - - - - Dispute dues-Others - - - - - Others - - - - - Total 349.29 - - - 349.29 (Amount in Rs. Lakh) As at 31 March 2023 Particulars Outstanding for following periods from due date of payment Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total Undisputed-MSME - - - - - Undisputed-Others 241.55 - 2 8.27 - 269.82 Dispute dues-MSME - - - - - Dispute dues-Others - - - - - Others - - - - - Total 241.55 - 2 8.27 - 269.82 Annexure XIII Restated Standalone Statement of Other Current Liabilities (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Advance from Customers 1 2.47 25.34 1.82 Audit fee payable 3 .18 2.48 1.77 Interest accrued but not due 3 .20 3.20 - Salary payable 8 .42 5.19 0.04 Director Remuneration Payable 2 .18 0.71 - Director's Sitting Fees payable 1 .89 - - Rent payable - 0.02 0.79 ESI & PF Payable 0 .41 0.44 0.42 TDS Payable 3 .58 5.27 1.04 GST Payable - 7.89 25.00 Other payables 3 0.40 22.81 10.93 Total 6 5.72 73.35 41.80 Annexure XIV Restated Standalone Statement of Short Term Provisions (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Provision for Employee Benefits: Provision for Gratuity 0 .33 0.11 0.00 Provision for Others: Provision for Expenses 0 .24 0.90 - Provision for Income Tax 1 14.07 101.14 58.27 Total 1 14.63 102.15 58.27 Annexure XV(B) Restated Standalone Statement of Capital Work in Progress (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 P & M Project-in-progress 1 23.63 162.78 - TOTAL 1 23.63 162.78 - Capital Work in Progress Aging Schedule (Amount in Rs. Lakh) As at 31st March 2025 Capital Work in Progress Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress 123.63 - - - 123.63 (Amount in Rs. Lakh) As at 31st March 2024 Capital Work in Progress Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress 162.78 - - - 162.78 Annexure XV(C) Restated Standalone Statement of Intangible Assets under development (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 IA under development 3.50 3.50 2.00 TOTAL 3 .50 3.50 2.00 Intangible Assets under development aging schedule (Amount in Rs. Lakh) As at 31st March 2025 Intangible Assets under development Amount in Intangible Assets under Development for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress - 1 .50 2 .00 - 3.50 (Amount in Rs. Lakh) As at 31st March 2024 Intangible Assets under development Amount in Intangible Assets under Development for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress 1.50 2 .00 - - 3.50 Page | 188(Amount in Rs. Lakh) As at 31st March 2023 Intangible Assets under development Amount in Intangible Assets under Development for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress 2.00 - - - 2.00 Annexure XVI Restated Standalone Statement of Non Current Investment (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Unquoted - investment in equity share of subsidiary company 6 6.00 66.00 - TOTAL 6 6.00 66.00 - Note: 99,999 equity shares of face value ₹10 each, fully paid-up, of the subsidiary company Sabarmati Express India Private Limited were acquired on December 1, 2023, at a cost of ₹66 per share. The investment is carried at cost. Annexure XVII Restated Standalone Statement of Other Non Current Assets (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Fixed Deposits 30.36 10.09 - Security Deposits 24.14 - - TOTAL 5 4.50 10.09 - Note: Fixed Deposits is created under lien against the security given by the Company against Overdraft limit of Rs. 1 Crore. Annexure XVIII Restated Standalone Statement of Trade Receivables (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 -Unsecured, considered good (less than 6 months) 1 ,100.15 853.89 619.45 -Unsecured, considered good (6 months or more) 1 18.23 57.45 9.78 -Unsecured, considered doubtful 3 6.43 36.43 36.43 Total 1 ,254.81 947.77 665.66 -Less:- Provision for doubtful debts ( 36.43) (36.43) (36.43) Total 1 ,218.38 911.34 629.23 (Amount in Rs. Lakh) As at 31 March 2025 Outstanding for following periods from due date of payment Particulars More than 3 Less than 6 Months 6 Months -1Year 1-2 Years 2-3 Years Total Years Undisputed Trade Receivables- Considered Good, Unsecured 1,100.15 40.58 6 2.32 1 5.34 - 1,218.38 Undisputed Trade Receivables- Considered Doubtful - - - - - - Disputed Trade Receivables- Considered Good Unsecured - - - - - - Disputed Trade Receivables- Considered Doubtful - - - 3 5.16 1.27 36.43 Others - - - - - - Total 1,100.15 40.58 6 2.32 50.50 1.27 1,254.81 (Amount in Rs. Lakh) As at 31 March 2024 Outstanding for following periods from due date of payment Particulars More than 3 Less than 6 Months 6 Months -1Year 1-2 Years 2-3 Years Total Years Undisputed Trade Receivables- Considered Good, Unsecured 853.89 35.30 2 0.04 1 .42 0.68 911.34 Undisputed Trade Receivables- Considered Doubtful - - - - - - Disputed Trade Receivables- Considered Good Unsecured - - - - - - Disputed Trade Receivables- Considered Doubtful - - 3 5.16 1 .27 - 36.43 Others - - - - - - Total 853.89 35.30 5 5.20 2.69 0.68 947.77 (Amount in Rs. Lakh) As at 31 March 2023 Outstanding for following periods from due date of payment Particulars More than 3 Less than 6 Months 6 Months -1Year 1-2 Years 2-3 Years Total Years Undisputed Trade Receivables- Considered Good, Unsecured 619.45 4.26 4 .22 1 .05 0.24 629.23 Undisputed Trade Receivables- Considered Doubtful - - - - - - Disputed Trade Receivables- Considered Good Unsecured - - - - - - Disputed Trade Receivables- Considered Doubtful - 35.16 1 .27 - - 36.43 Others - - - - - - Total 619.45 39.43 5 .48 1.05 0.24 665.66 Annexure XIX Restated Standalone Statement of Cash and Cash Equivalents (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 (a) Cash in Hand 11.40 14.75 0.18 (b) Balances with Banks HDFC Bank 0.50 0.04 0.77 ICICI Bank 1.01 2.14 15.74 IDBI Bank 1.67 1.13 0.21 Paytm bank - - 0.98 Union Bank - 0.01 0.01 Total 1 4.58 18.06 17.89 NOTES: 1. The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the restated summary statement of assets and liabilities, restated summary statement of profit and loss, restated summary statement of cash flow and significant accounting policies and notes on account for preparation of restated financial statements as appearing in Annexures I, II, III and IV(A) and IV(B) respectively. Page | 189Annexure XX Restated Standalone Statement of Short Term Loans and Advances (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Unsecured Security Deposits 0.46 8.33 4.80 Advance to supplier 9.23 12.96 3.71 Advance to employee 30.10 24.32 1.18 Other advances - 1.85 14.73 Advance for purchase of Vehicles - - 44.03 Advance to Driver for Fleet Running 1 29.78 93.19 - Total 1 69.57 140.65 68.44 Annexure XXI Restated Standalone Statement of Other Current Assets (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Fixed Deposit* 9.06 7.63 - Prepaid rent - 0.02 - Prepaid insurance 35.15 19.71 18.02 TDS receivable 8 4.12 80.54 55.96 Balances with government authorities 5.42 3.50 3.50 Other current asset 1.29 2.19 11.32 Advance Tax 5.00 - - Other Prepaid Expense 0.28 - - TCS Receivable 4 .76 5.42 3.13 Total 1 45.07 118.99 91.91 *Fixed Deposit of Rs. 9,06,120/- is under lien against bank guarantees issued by the bank on behalf of the Company amounting to Rs. 8,50,000/-. Out of this, bank guarantees of Rs. 7,50,000 - comprising Rs. 2,50,000 in favour of M/s Bajaj Electricals Limited and Rs. 5,00,000 in favour of Qwik Supply Chain Private Limited — were expired and not renewed during the current period. The Company is yet to get the lien removal done from banks on the given bank guarantees. During the year, a fresh bank guarantee of Rs. 1,00,000 was issued in favour of Daikin Airconditioning India Private Limited by creating a lien on the Fixed Deposit. Annexure XXII Restated Standalone Statement of Revenue From Operations (Amount in Rs. Lakh) Particulars For the year ended 24-25 23-24 22-23 Sale of Service 4,792.48 3,971.44 3,103.14 Total 4 ,792.48 3,971.44 3,103.14 Note: Revenue from sale of services is presented net of Goods and Services Tax (GST). Accordingly, the amounts disclosed as revenue exclude GST collected on behalf of the government. (Amount in Rs. Lakh) Revenue from Transportation & Allied Services and Warehousing Services (₹ in lakhs) Particulars 24-25 23-24 22-23 Transportation & Allied Services 4,780.98 3,964.54 3,103.14 Warehousing Services 11.50 6.90 - Total 4 ,792.48 3,971.44 3,103.14 Annexure XXIII Restated Standalone Statement of Other Income (Amount in Rs. Lakh) Particulars For the year ended 24-25 23-24 22-23 Discount Received 6.13 10.16 2.52 Loyalty received from Fuel Card 1 0.88 9.14 4.58 Miscellaneous Income 0.04 1.46 9.07 Interest on IT Refund - - 1.35 Profit/(Loss) on sale of Property, Plant and Equipment 7 .84 7.99 47.66 Liabilities Written Off - - 3.64 Creditor written back - 1.64 - Sale of Scrap - 0.80 - Receipt From Local Lorry - 0.96 - Interest on Fixed Deposit 1 .42 0.22 - Total 2 6.32 32.37 68.81 Annexure XXIV Restated Standalone Statement of Cost of Operating Expenses (Amount in Rs. Lakh) Particulars For the year ended 24-25 23-24 22-23 Labour Charges 133.74 101.07 54.31 Lorry Hire Charges 1 ,082.37 850.60 561.05 Diesel , Petrol & CNG expense 1 ,456.59 1,259.92 1,270.44 Consumable expense 47.22 40.48 28.84 Tyres & Tubes 48.34 39.06 21.38 Vehicles passing & Permission expense 3 1.98 30.85 32.51 Toll expense 464.90 395.70 321.72 Vehicles Running & Maintenance 3 75.81 274.58 149.76 Warehouse Rent 36.53 23.68 - Insurance 41.91 38.00 29.26 Total 3 ,719.38 3,053.95 2,469.28 Annexure XXV Restated Standalone Statement of Employment Benefit Expenses (Amount in Rs. Lakh) Total For the year ended 24-25 23-24 22-23 Salaries, PF and ESIC 1 00.79 60.91 29.54 Staff Welfare Expenses 1.76 26.25 1.24 Bonus 1.34 4.65 1.01 Incentive - - - Director Remuneration 74.83 52.68 24.00 Gratuity Expenses 2.35 0.59 0.28 Total 1 81.07 145.08 56.06 Page | 190Annexure XXVI Restated Standalone Statement of Financial Cost (Amount in Rs. Lakh) Particulars For the year ended 24-25 23-24 22-23 Interest Expenses 77.61 76.44 66.78 Loan Processing Charges 1 .37 0.09 0.15 Total 7 8.98 76.53 66.92 Annexure XXVII Restated Standalone Statement of Depreciation (Amount in Rs. Lakh) Particulars For the year ended 24-25 23-24 22-23 Depreciation 296.64 255.15 201.12 Total 2 96.64 255.15 201.12 Annexure XXVIII Restated Standalone Statement of Other Expenses (Amount in Rs. Lakh) Particulars For the year ended 24-25 23-24 22-23 Bank Charges 4.08 1.58 1.48 Payment to auditors 6.00 1.73 1.50 Bad debt 1.15 1.11 9.96 Business Promotion Exp 2.40 4.82 1.29 Commission 5.47 4.25 5.02 Compensation - - 0.33 ROC Fees 0.99 7.63 - Donation - - 0.05 Insurance Exp. 0.50 0.26 0.08 Interest paid 2.40 1.25 3.24 Legal & professional services 13.47 21.32 0.81 Loss on Insurance Claim - - 0.47 Miscellaneous expense 6 .37 2.73 1.48 Director's Sitting Fees 2.04 - - Discount allowed 11.88 0.00 - Office expenses 13.56 12.59 37.19 Parking expense - - 3.83 Postage & courier 1 .67 1.74 1.39 Power, fuel & electricity 2.60 4.14 3.39 Printing & stationery 4.93 3.14 3.29 Provision for Doubtful Debts - - 36.43 Packing expense 3.48 1.65 6.75 Rates & Taxes - - 4.56 Rent 17.52 16.91 15.50 Repairs & maintenance 1.29 2.47 26.01 Software Charges 2.97 1.65 - Telephone & Internet expense 1 .51 1.03 0.92 Travelling & Conveyance expenses 16.56 19.17 14.25 GST late fees 0.01 0.02 - GST Expenses 0.20 0.40 - TDS late fees 0.04 0.03 - Duties & Taxes 3.50 - - Fine And Penalty 5.89 3.29 - Trade mark fees - 0.05 - Total 132.47 114.96 179.21 Annexure XXIX Restated Standalone Statement of Earning per Share Earnings per Share have been calculated as under: (Amount in Rs. Lakh) Particulars For the year ended 24-25 23-24 22-23 A. Number of Shares at the beginning of the year 3 ,500,000.00 100,000.00 100,000.00 Shares issued during the year: - 400,000.00 - - Allotment (Bonus Issue) * - 3,000,000.00 - B. Total Number of equity shares outstanding at the end of the year 3 ,500,000.00 3,500,000.00 100,000.00 C. Weighted average number of equity shares outstanding during the year (Pre-Bonus) 3 ,500,000.00 3,490,136.99 100,000 D. Weighted average number of equity shares outstanding during the year (Post-Bonus) 3 ,500,000.00 3,490,136.99 700,000.00 E. Net profit after tax available for equity shareholders (Rs. in lakhs)(as restated) 300.35 265.04 135.49 F. Basic and Diluted earnings per share (Rs.) (Pre-Bonus)(E/C) 8.58 7.59 135.49 G. Basic and Diluted earnings per share (Rs.) (Post-Bonus) (E/D) 8.58 7.59 19.36 NOTES: 1. The figures disclosed above are based on the restated standalone statement of profit and loss of the Company ; 2. The above statement should be read with the restated standalone statement of assets and liabilities, restated standalone statement of profit and loss, restated standalone statement of cash flows, restated standalone statement of significant accounting policies and notes to standalone restated financial information as appearing in Annexures I, II, III, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Director Chairman and Managing Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPL6169 Dated: 21/07/2025 Vivek Kumar Rama Kanojia Place: New Delhi CFO Company Secretary M. No.- A72774 Page | 191Annexure VIII BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure VIII(A) RESTATED STANDALONE STATEMENT OF PRINCIPAL TERMS OF SECURED LOANS AND ASSETS CHARGED AS SECURITY (Amount in Rs. Lakh) Outstanding Sanctioned Rate of interest amount as on (as Name of Lender Purpose Security Offered Moratorium Tenure Amount (per annum) per Books) March 31, 2025 Commercial Vehicle 47 monthly HDFC Bank 873.82 7.01 - 9.01% p.a Hypothecation of Vehicles - 540.77 loan instalments Commercial Vehicle 48-60 monthly Axis Bank 763.21 6.90% - 9.55% p.a Hypothecation of Vehicles - 411.01 loan instalments Commercial Vehicle 47-48 monthly Yes Bank 175.50 8.50 - 8.80% p.a. Hypothecation of Vehicles - 72.33 loan instalments Business Loan - ICICI Bank 100.00 10.00% p.a. Fixed Deposit and Current Assets - 25-Dec-25 81.52 Overdraft Commercial Vehicle 40 monthly HDB Bank 99.33 9.11% p.a Hypothecation of Vehicles - 75.08 loan instalments TOTAL 2,011.86 1,180.72 Annexure VIII(B) RESTATED STANDALONE STATEMENT OF TERMS & CONDITIONS OF UNSECURED LOANS (Amount in Rs. Lakh) Sanctioned Name of Lender Purpose Rate of Interest Re-Payment Schedule Moratorium 3/31/2025 Amount Krishan Kumar Business Loan N.A. 0% Repayable on Demand 22.12 Rakesh Kumar Business Loan N.A. 0% Repayable on Demand 5.71 TOTAL 27.82 Page | 192Annexure XV(A) BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Restated Standalone Statement of Property, Plant and Equipment As per Companies Act, 2013 Property, Plant and Equipment (Amount in Rs. Lakh) Plant & Machinery Plant & Machinery Particulars Furniture & Fixtures Computers Office Equipment Motor Vehicle Total (For running) (For others) Gross Block as at April 01, 2022 9 74.12 5.45 0 .68 2 .06 2 .11 - 9 84.42 Additions 2 04.66 3.44 0 .54 1 .45 2 10.08 Disposals 98.61 - - - - - 9 8.61 Gross Block as at March 31, 2023 1 ,080.16 8.88 1 .22 3 .51 2 .11 - 1 ,095.89 Additions 2 89.63 3.00 1 .54 1 .35 0 .56 0 .70 2 96.79 Disposals 84.36 - - - - - 8 4.36 Gross Block as at March 31, 2024 1 ,285.44 11.88 2 .76 4 .87 2 .67 0 .70 1 ,308.32 Additions 4 55.56 2.74 0 .42 1 .96 0 .07 - 4 60.75 Disposals 64.47 - - - - - 6 4.47 Gross Block as at March 31, 2025 1 ,676.52 14.63 3 .18 6 .83 2 .74 0 .70 1 ,704.60 Accumulated Depreciation as at April 01, 2022 5 25.66 1.21 0 .35 1 .62 1 .00 - 5 29.85 Charge for the year 1 98.99 1.04 0 .16 0 .68 0 .25 - 2 01.12 Disposals 98.61 - - - - - 9 8.61 Accumulated Depreciation as at March 31, 2023 6 26.05 2.25 0 .51 2 .30 1 .25 - 6 32.36 Charge for the year 2 51.08 1.91 0 .50 1 .27 0 .23 0 .17 2 55.15 Disposals 78.13 - - - - 7 8.13 Accumulated Depreciation as at March 31, 2024 7 98.99 4.16 1 .01 3 .57 1 .49 0 .17 8 09.37 Charge for the year 2 91.82 2.65 0 .49 1 .22 0 .32 0 .14 2 96.64 Disposals 60.72 - - - - - 6 0.72 Accumulated Depreciation as at March 31, 2025 1 ,030.08 6.81 1 .50 4 .79 1 .80 0 .31 1 ,045.29 Net Book Value as at April 01, 2022 4 48.46 4.24 0 .33 0 .44 1 .11 - 4 54.57 Net Book Value as at March 31, 2023 4 54.12 6.63 0 .71 1 .22 0 .86 - 4 63.53 Net Book Value as at March 31, 2024 4 86.45 7.73 1 .75 1 .30 1 .19 0 .53 4 98.95 Net Book Value as at March 31, 2025 6 46.43 7.82 1 .68 2 .05 0 .94 0 .39 6 59.31 Page | 193BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) ANNEXURE-IV(B) II NOTES TO STANDALONE RESTATED FINANCIAL INFORMATION: The financial informations for the year ended 31 March 2023, 2024 and 2025 are prepared as per Schedule III of the Companies Act, 2013. 1 Contingent liabilities and commitments A) Contingent Liabilities (Amount in Rs. Lakh) As at Particulars 31/Mar/25 31/Mar/24 31/Mar/23 (i) Contingent liabilities shall be classified as: - - - (a) Claims against the company not acknowledged as debt; - - - (b) Guarantees; - to M/s Bajaj Electricals Limited - 2.50 - - to Qwik Supply Chain Private Limited - 5.00 - - to Daikin Airconditioning India Private Limited 1.00 - - (c) Tax Related Liabilities: - -Demand liability of TDS Negligible* Negligible* -Demand liability of GST in respect of order u/s 73 of the CGST Act , against which appeal is 38.95 - - submitted *The negligible amount pertains to ₹170 towards TDS demand under dispute. B) Capital commitments There are no capital commitments to be reported as on 31 March 2025, 2024 and 2023. 2 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 The Company has disclosed outstanding dues of Micro or Small Scale Industrial Enterprise(s) as per The Micro, Small & Medium Enterprise Development Act in the financials for the period ended March 31, 2025, 2024 and 2023. 3 Related party transactions are already reported as per AS-18 of Companies (Accounting Standards) Rules, 2021, as amended, in the Annexure-XXXI of the enclosed financial informations. 4 Auditors' Remuneration: (Amount in Rs. Lakh) For the year Particulars 24-25 23-24 22-23 A. As Auditors Statutory & Tax Audit Fees * 6 .00 1 .73 1 .50 Total 6 .00 1 .73 1 .50 5 Figures have been rearranged and regrouped wherever practicable and considered necessary. 6 The management has confirmed that adequate provisions have been made for all the known and determined liabilities and the same is not in excess of the amounts reasonably required to be provided for. 7 The balances of trade payables, trade receivables, loans and advances are unsecured and considered as good are subject to confirmations of respective parties concerned. 8 Employee benefits: Company has made provision for gratuity as per AS-15(Employee Benefits) as follows: (a) Gratuity Plan The Company operates a gratuity plan wherein every employee is entitled to a benefit equivalent to 15 days salary (includes dearness allowance) last drawn for each completed year of service. The same is payable on termination of service, or retirement, or death, whichever is earlier. The benefit vests after five years of continuous service. Gratuity benefits are valued accordance with the Payment of Gratuity Act, 1972. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT & LOSS (Amount in Rs. Lakh) For the year Particulars 24-25 23-24 22-23 Current Service Cost 2.26 0.51 0.41 Interest Cost 0.15 0.12 0.09 Expected return on plan assets - - Past Service Cost - - Net Actuarial(Gains)/Losses (0.05) (0.04) (0.22) Total Expenses 2.35 0.59 0.28 Page | 194NET ASSET/(LIABILITY) RECOGNISED IN THE BALANCE SHEET (Amount in Rs. Lakh) As at Particulars 31/Mar/25 31/Mar/24 31/Mar/23 Present value of Defined Benefit Obligation 4.40 2.05 1.45 Fair Value of plan assets - - - Funded status[Surplus/(Deficit)] (4.40) (2.05) (1.45) Net asset/(Liability) (4.40) (2.05) (1.45) CHANGE IN OBLIGATION DURING THE YEAR (Amount in Rs. Lakh) Present value of defined benefit obligation at beginning o f the year 2.05 1.45 1.18 Current Service Cost 2.26 0.51 0.41 Interest Cost 0.15 0.12 0.09 Plan amendment cost - - - Actuarial(Gains)/Losses (0.05) (0.04) (0.22) Benefits Payments - - - Present value of defined benefit obligation at the end of the year. 4.40 2.05 1.45 CHANGE IN ASSETS DURING THE YEAR (Amount in Rs. Lakh) Plan assets at the beginning of the year - - - Expected return on plan assets - - - Contribution by Employer - - - Actual benefits paid - - - Actuarial Gains/(Losses) - - - Plan assets at the end of the year - - - Principal actuarial assumptions at the balance sheet date for gratuity and compensated absences are as follows: As at Particulars 31/Mar/25 31/Mar/24 31/Mar/23 Discount Rate 7.00% 7.25% 7.50% Salary escalator 5.00% 5.00% 5.00% Expected rate of return on plan assets 0.00% 0.00% 0.00% Turnover Rate : Staff 10.00% 5.00% 5.00% Maximum Limit (lakhs) 20 20 20 Indian Assured Indian Assured Lives Indian Assured Lives Lives Mortality Mortality Table Mortality (2012-2014) Mortality (2012-2014) (2012-2014) (Ultimate) (Ultimate) (Ultimate) Superannuation Age 60 years 60 years 60 years Projected Unit Credit Projected Unit Credit Projected Unit Formula Used Method Method Credit Method 9 Realizations In the opinion of the Board and to the best of its knowledge and belief, the value on realization of current assets and loans and advances are approximately of the same value as stated. 10 Contractual liabilities All other contractual liabilities connected with business operations of the Company have been appropriately provided for. 11 Amounts in the financial informations Amounts in the financial informations are rounded off to nearest lacs. Figures in brackets indicate negative values. 12 Previous year's figures The financial informations have been prepared in accordance with the requirements of Schedule III of the Companies Act, 2013, as amended from time to time. Figures for the previous year(s) have been regrouped and reclassified wherever necessary to conform to the current year's presentation and disclosures, to the extent practicable. 13 Foreign Currency Earnings and Expenditure: The company does not have any foreign transactions and foreign currency earning exposure. 14 Impact of Audit Qualifications/Observations in The Statutory Auditors of the Company, have not included any qualifications in their Audit Reports on the financial informations of the Company. Page | 19515 Material Adjustments Appropriate adjustments have been made in the restated financial informations, whenever required, by reclassification of the corresponding items of assets, liabilities and cash flow statement, in order to ensure consistency and compliance with requirement of Schedule III and Accounting Standards. Statement of Adjustments in the financial informations: (Amount in Rs. Lakh) Adjustments For the year 24-25 23-24 22-23 Net Profit/(Loss) after Tax as per Audited Profit & Loss 300.86 275.98 123.26 Account Adjustment For :- Gratuity Expenses - - ( 1.18) Deferred Tax Liability / Assets Adjustment 0 .52 ( 0.52) 0 .30 Taxes adjusted in Current Period - 1 1.45 ( 11.35) MAT credit entitlement - - - Net Profit/(Loss) After Tax as Restated 3 00.35 2 65.04 1 35.49 NOTES ON ADJUSTMENTS 1. Adjustment of Deferred Tax Provision Adjustment of deferred tax provision [being deferred tax (asset) / liability] is on account of some restated temporary differences being gratuity, depreciation as per books vis-à-vis as per the Income Tax Act, based on the Profit and Loss approach. 2. Adjustment of IT Provision & MAT Credit entitlement Adjustment of IT Provision is on account of restated taxable income arrived at after giving effect of above mentioned material adjustments and as per normal rules of income tax provision. 16 Reserves and Surplus Adjustment (Amount in Rs. Lakh) For the year Particulars 24-25 23-24 22-23 Reserves and Surplus as per Audited Profit & Loss Account (A) 412.27 111.41 135.43 Adjustment For :- Net Increase/(decrease) in Gratuity Expenses (B) - - ( 1.18) Net Increase/(decrease) in Provision for Tax (C) - - ( 11.45) Net Increase/(decrease) in Earlier Year taxes (D) - 1 1.46 0 .11 Net Increase/(decrease) in DTA/DTL (E) 0 .52 ( 0.52) 0 .30 Change in opening Reserve and Surplus (F) ( 0.51) ( 11.45) 0 .77 Reserves and Surplus as Restated (A+B+C+D+E+F) 4 12.27 1 11.92 1 46.89 NOTES ON ADJUSTMENTS 1. Adjustment of Deferred Tax Provision Adjustment of deferred tax provision [being deferred tax (asset) / liability] is on account of some restated temporary differences being gratuity, depreciation as per books vis-à-vis as per the Income Tax Act, based on the Profit and Loss approach. 17 Segment Information The Company is engaged into the business of providing "Logistic Services and Warehousing Services". This is the only reportable segment in accordance with AS-17 'Operating Segment' 18 Dividend The company has not declared any dividend during the year ended on March 31, 2025, 2024, 2023. Page | 196III Additional Regulatory Information (a) Details of crypto currency or virtual currency The Company has neither traded nor invested in Crypto currency or Virtual Currency for the year ended on March 31, 2025, 2024, 2023 . Further, the Company has also not received any deposits or advances from any person for the purpose of trading or investing in Crypto Currency or Virtual Currency. (b) Undisclosed income During the Period, the Company has not surrendered or disclosed as income any transactions not recorded in the books of accounts in the course of tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). (c) Relationship with struck off companies The Company does not have any transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 for the year ended on March 31, 2025, 2024, 2023. (d) Compliance with numbers of layers of companies The Company is in compliance with the number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 for the year ended on March 31, 2025, 2024, 2023. (e) Utilisation of borrowed funds and share premium For the year ended on March 31, 2025, 2024, 2023 the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or kind of funds) to any other i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries. For the year ended on March 31, 2025, 2024, 2023 the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or ii) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries. (f) The Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority. (g) No proceeding have been initiated nor pending against the company as the company is not holding any such property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder. (h) Tittle deeds of immovable property According to the information and explanations given to us and based on the records examined by us, the Company does not have any immovable properties included in Property, Plant and Equipment. (i) Revaluation of property, plants and equipment’s and Intangible assets The company has not revalued its Property, Plant and Equipment and Intangible assets during the reporting periods. The disclose as to whether the revaluation is based on the valuation by a registered valuer as defined under rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable. (j) Borrowings from bank or financial institution on the basis of current assets The Company has borrowings from banks in the form of a business loan/overdraft secured against fixed deposits and current assets. (k) The Company does not have any charge or satisfaction which is yet to be registered with ROC beyond the statutory period. IV CHANGES IN ACCOUNTING POLICIES IN THE PERIODS/YEARS COVERED IN THE RESTATED FINANCIALS: There is no change in significant accounting policies adopted by the Company. In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Director Chairman and Managing Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPL6169 Dated: 21/07/2025 Place: New Delhi Vivek Kumar Rama Kanojia CFO Company Secretary M. No.- A72774 Page | 197Annexure-XXX BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Restated Standalone Statement of Tax Shelter (Amount in Rs. Lakh) For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Restated Profit before Tax (A) 410.26 358.14 199.36 Adjustments: Permanent differences (B) 6.34 1 1.79 52.30 Restatement Adjustments - - 2.11 Timing Differences (C) (5.49) (7.40) (48.75) Deduction of Depreciation and Others (D) (42.12) (39.34) (25.13) Taxable Income under Normal Provision (E = A+B+C-D) 4 53.23 4 01.87 230.15 Income from Other Sources (F) - - 1.36 74061.35866 Tax Rate under Normal Provision (%) (G) 25.17% 25.17% 25.17% Income Tax as per Normal Provision (H = (E+F)*G) 1 14.07 1 01.14 58.27 Restated Profit for the purpose of MAT (H) 0 0 0 Tax Rate under MAT Provision (%) (I) 0 0 0 Income Tax as per MAT Provision (J = H*I) 0 0 0 Tax Payable as per Normal Provisions or MAT Provisions 1 14.07 1 01.14 58.27 Page | 198BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) RESTATED STANDALONE STATEMENT OF RELATED PARTY TRANSACTIONS Annexure-XXXI RELATED PARTY DISCLOSURE (a) List of Related parties Names of the related parties with whom transactions were carried out during the years and description of relationship: Sr. No. Name of the Person / Entity Relation 1 Sabarmati Express India Pvt Ltd Subsidiary 2 Rakesh Kumar Whole Time Director 3 Krishan kumar Chairman & Managing Director 4 Vipin Kumar (Resignation w.e.f 26.03.2025) Independent Director 5 Rajni Sharma Independent Director 6 Naveen Kumar Gupta Independent Director 7 Ananga Pratap Roy (Resignation w.e.f 01.08.2024) Executive Director 8 Vivek Kumar (Appointed w.e.f. 15.03.2024) CFO 9 Rama Kanojia (Appointed w.e.f. 11.04.2024) Company Secretary 10 Anita Wife of Director 11 Roshani Wife of Director 12 Sunil Brother in law of Director 13 Vinod Brother in law of Director (b) Transaction with related Parties :- (Amount in Rs. Lakh) SI No. Particulars As at 31/Mar/25 31/Mar/24 31/Mar/23 Reimbursement of Expenses Krishan Kumar 1 .30 8.29 2.91 Rakesh Kumar 1 .32 13.88 5.58 Ananga Pratap Roy 3 .64 2.00 - Vivek Kumar 6 .99 0.02 Sales Transaction Sabarmati Express India Pvt Ltd 30.36 58.27 - Purchase Transaction Sabarmati Express India Pvt Ltd 821.14 581.21 292.01 Managerial Remuneration Managerial Remuneration - Rakesh Kumar 36.00 24.00 12.00 Managerial Remuneration - Krishan Kumar 36.00 24.00 12.00 Managerial Remuneration - Ananga Pratap Roy 2.83 4.68 - Managerial Remuneration - Vivek Kumar 4.81 0.37 - Managerial Remuneration - Rama Kanojia 3.76 - - Salary Expense Anita 1.96 - - Roshni 3.85 - - Director Sitting Fees Naveen Gupta 0.67 - - Rajni Sharma 0.73 - - Vipin Kumar 0.64 - - Advance Given/ (Adjusted)/ (Repaid) Rakesh Kumar - (13.30) 13.30 Krishan Kumar - (10.73) 10.73 Anita - (10.00) 5.00 Roshni - (10.00) 5.00 Unsecured Loans Taken Rakesh Kumar - 33.00 - Krishan Kumar 13.49 19.99 - Roshni 12.00 - - Unsecured Loans (Repaid) Rakesh Kumar - 27.29 - Krishan Kumar 5.37 5.99 - Roshni 12.00 - - (c) Balances at the end of year Trade payables Sabarmati Express India Pvt Ltd 222.41 178.96 72.66 Loan from Directors Krishan Kumar 22.12 14.00 - Rakesh Kumar 5.71 5.71 - Advance for Purchase of Vehicle Anita - - 10.00 Krishan Kumar - - 10.73 Roshani - - 10.00 Rakesh Kumar - - 13.30 Salary Payable Vivek Kumar - 0.35 - Rama Kanojia 0.33 - - Advance Salary Vivek Kumar 0.63 - - Director's Sitting Fees Payable Naveen Gupta 0.62 - - Rajni Sharma 0.68 - - Vipin Kumar 0.59 - - Director Remuneration Payable Director Salary - Rakesh Kumar 2.18 - - Director Salary - Ananga Pratap Roy - 0.71 - Page | 199BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure - XXXII Statement of Standalone Analytical Ratios, As Restated As At As At As At Sr. No. Ratio 31/03/2025 31/03/2024 31/03/2023 1 Current Ratio 1 .54 1 .32 1 .20 2 Debt-Equity Ratio 1 .59 2 .06 4 .64 3 Debt Service Coverage Ratio 1 .35 1 .54 1 .26 4 Return on Equity (ROE)(%) 49.07% 85.66% 152.00% 5 Inventory Turnover Ratio NA NA NA 6 Trade receivables turnover ratio 4 .50 5 .16 6 .12 7 Trade payables turnover ratio 9 .40 8 .29 1 2.91 8 Net working capital turnover ratio 1 1.46 1 8.67 2 2.21 9 Net profit ratio(%) 6.27% 6.67% 4.37% 10 Return on capital employed (ROCE)(%) 27.66% 35.29% 22.23% 11 Return on investments(%) Nil Nil NA Sr. No. Ratio FY25 to FY24 Notes FY24 to FY23 Notes 1 Current Ratio 16.53% - 10.46% - 2 Debt-Equity Ratio - Equity Has Increased During The -23.12% -55.53%Year , Hence Reducing The Ratio. 3 Debt Service Coverage Ratio -11.83% - 21.61% - 4 Return on Equity (ROE)(%) The variance is due to increase in The variance is due to increase in -42.72% -43.65% equity. equity. 5 Inventory Turnover Ratio NA - NA - 6 Trade receivables turnover ratio -12.71% - -15.72% - 7 Trade payables turnover ratio - Decrease is due to lesser trade 13.46% -35.79%payables in comparison to revenue. 8 Net working capital turnover ratio Decrease is due to increase in - -38.61% -15.94% Working capital. 9 Net profit ratio(%) - Increase is due to increase In Net -6.09% 52.84%Profit being more than increase In Sales. 10 Return on capital employed (ROCE)(%) - The variance is due to increase in -21.63% 58.74% EBIT. 11 Return on investments(%) NA - NA - Page | 200BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure - XXXIII Statement of Standalone Accounting & Other Ratios, As Restated (Amount in Rs. Lakh) ,except per share amount Particulars 3/31/2025 3/31/2024 3/31/2023 Net Profit as Restated (A) 300.35 2 65.04 1 35.49 Add: Depreciation 296.64 2 55.15 2 01.12 Add: Finance Cost 78.98 7 6.53 6 6.92 Add: Income Tax/ Deferred Tax 109.91 9 3.10 6 3.87 Less: Other Income ( 26.32) ( 32.37) ( 68.81) EBITDA 759.56 6 57.46 3 98.60 EBITDA Margin (%) 15.85% 16.55% 12.84% Net Worth as Restated (B) 762.27 4 61.92 1 56.89 Return on Net worth (%) as Restated (A/B) 39.40% 57.38% 86.36% Equity Share at the end of year (in Nos.) (C) 3,500,000 3,500,000 100,000 Weighted No. of Equity Shares (Pre-Bonus) (D) 3,500,000 3,490,137 100,000 Weighted No. of Equity Shares (Post-Bonus) (after considering Bonus (E) Impact with retrospective effect) 3,500,000 3,490,137 700,000 Basic & Diluted Earnings per Equity Share as Restated (A/D) 8.58 7.59 135.49 Basic & Diluted Earnings per Equity Share as Restated (A/E) 8.58 7.59 19.36 (after considering Bonus Impact with retrospective effect) Equity Share at the end of year (in Nos.) (F) 3,500,000 3 ,500,000 1 00,000 Equity Share at the end of year (in Nos.) (G) 3,500,000 3 ,500,000 7 00,000 (after considering Bonus Impact with retrospective effect) Net Asset Value per Equity share as Restated (B/F) 21.78 1 3.20 1 56.89 Net Asset Value per Equity share as Restated after considering Bonus (B/G) Impact with retrospective effect 21.78 1 3.20 2 2.41 Note:- EBITDA Margin = EBITDA/Total Revenues Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year Return on Net worth (%) = Restated Profit after taxation / Closing Net worth * 100 Net asset value/Book value per share (₹) = Closing Net worth / No. of equity shares at the end of year The Company does not have any revaluation reserves or extra-ordinary items. The company has allotted Equity Shares as Bonus Share in the ratio of 6:1 on February 12, 2024. As per Accounting Standard 20 (AS - 20), In case of a bonus issue or a share split, equity shares are issued to existing shareholders for no additional consideration. Therefore, the number of equity shares outstanding is increased without an increase in resources. The number of equity shares outstanding before the event is adjusted for the proportionate change in the number of equities shares outstanding as if the event had occurred at the beginning of the earliest period reported. Page | 201Annexure - XXXIV BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) CAPITALISATION STATEMENT (Amount in Rs. Lakh) Particulars Pre Issue Post Issue Borrowings Short Term Borrowings (A) 503.01 [●] Long Term Borrowings (B) 705.53 [●] Total Borrowings (C) 1208.54 [●] Shareholders’ funds Equity share capital 350.00 [●] Reserve and surplus - as restated 412.27 [●] Total shareholders’ funds 762.27 [●] Total Non Current Borrowings / shareholders funds (times) 0.93 [●] Total Borrowings / shareholders funds (times) 1.59 [●] Notes: 1. Short term Borrowings represent borrowings which are expected to be paid/payable within 12 months and includes instalment of term loans repayable within 12 months. 2. Long term Borrowings represent Borrowings other than Short term Borrowings as defined above. 3. The figures disclosed above are based on restated standalone statement of Assets and Liabilities of the Company as at 31.03.25. Page | 202Independent Auditor’s Examination report on Restated Consolidated Financial Information of BLT Logistics Limited To, The Board of Directors BLT Logistics Limited Plot No 304 A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, India, 110078 Dear Sir(s)/ Madam(s), 1. We, Jain Agarwal & Company, have examined the attached Restated Consolidated Financial Information of BLT Logistics Limited (the “Company” or the “Holding Company” or the “Issuer”) and its subsidiary (Holding Company and its subsidiary together referred to as the “Group”), comprising the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025 and 2024, the Restated Consolidated Statements of Profit and Loss and the Restated Consolidated Statement of Cash Flow for the financial year ended March 31, 2025 and 2024, the Restated Consolidated Statement of Significant Accounting Policies, and other explanatory information (collectively, the “Restated Consolidated Financial Information”), as approved by the Board of Directors of the Company at their meeting held on July 21, 2025 for the purpose of inclusion in the Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus prepared by the Company in connection with its proposed Initial Public Offer of equity shares (“IPO”). 2. These Restated Consolidated Financial Information have been prepared in terms of the requirements of: a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act") b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”). 3. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus to be filed with Securities and Exchange Board of India, Registrar of Companies, Delhi and the SME Platform of BSE Limited (BSE SME) in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Annexure IV(A) to the Restated Consolidated Financial Information. The Board of Directors’ responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note. 4. We have examined such Restated Consolidated Financial Information taking into consideration: a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated July 28, 2024 in connection with the proposed IPO of equity shares of the Issuer; b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in Page | 203connection with the IPO. 5. These Restated Consolidated Financial Information have been compiled by the management from the Audited Consolidated Financial Statements of the Company as of and for the financial year ended March 31, 2025 and March 31, 2024, prepared in accordance with accounting principles generally accepted in India (“Indian GAAP”), as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Accounting Standards) Rules, 2021, as amended, and other accounting principles generally accepted in India , which have been approved by the Board of Directors at their meeting held on May 07, 2025 and August 02, 2024 respectively. 6. We have audited the Consolidated Financial Statements of the company as at and for the financial year ended March 31, 2024 and March 31, 2025 prepared by the company in accordance with Indian GAAP. We have issued our report dated August 02, 2024 and May 07, 2025 on the Consolidated Financial Statements which have been approved by the Board of Directors at their meeting held August 02, 2024 and May 07, 2025 respectively. 7. For the purpose of our examination, we have relied on: a) Auditors’ Report issued by us, Jain Agarwal & Company, dated August 02, 2024 and May 07, 2025 on the Consolidated Financial Statements of the company as at and for the financial year ended March 31, 2024 and March 31, 2025 as referred in paragraph 5 (a) above. 8. The Restated Consolidated Financial Information has been prepared after adjusting the following matter(s) giving rise to modifications on the financial statements for the year ended on 31 March, 2025 and 2024: a) There were no qualifications in the Audit Reports issued by us for the financial year ended 31 March, 2025 and 31 March 2024 which would require adjustments in this Restated Consolidated Financial Information of the Company. 9. Based on our examination and according to the information and explanations given to us and the audit report submitted by us for the financial year ended March 31, 2024 and 2025, we report that the Restated Consolidated Financial Information: a) Have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note; b) Have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any; c) Have been made after incorporating adjustments for prior period and other material amounts in the respective financial years to which they relate, if any and there are no qualifications which require adjustments; d) Have been made after giving disclosure of Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required; e) have been made after giving effect to the matter giving rise to modifications in paragraph (8) above; f) Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in Annexure IV(A) and IV(B) to this report; g) There was no change in accounting policies, which needs to be adjusted in the Restated Consolidated Financial Information; h) There are no revaluation reserves, which need to be disclosed separately in the Restated Consolidated Financial Information; i) The Company has not declared dividend during the period. 10. In accordance with the requirements of Part I of Chapter III of Act including rules made thereunder, ICDR Regulations and Guidance Note, we report that: a) The “Restated Consolidated Statement of Assets and Liabilities” as set out in Annexure I to this report, of the Company Page | 204as at and for the financial year ended on March 31, 2024 and March 31, 2025 are prepared by the Company and approved by the Board of Directors. These Restated Consolidated Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV(A) and IV(B) to this Report. b) The “Restated Consolidated Statement of Profit and Loss” as set out in Annexure II to this report, of the Company as at and for the financial year ended on March 31, 2024 and March 31, 2025 are prepared by the Company and approved by the Board of Directors. These Restated Consolidated Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV(A) and IV(B) to this Report. c) The “Restated Consolidated Statement of Cash Flow” as set out in Annexure III to this report, of the Company as at and for the financial year ended on March 31, 2024 and March 31, 2025 are prepared by the Company and approved by the Board of Directors. These Restated Consolidated Statement of Cash Flow have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in restated Consolidated Statement of Significant Accounting Policies and Notes to Accounts as set out in Annexure IV(A) and IV(B) to this Report. 11. We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company as at and for the year ended March 31, 2024 and March 31, 2025 proposed to be included in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus. Annexure No. Particulars I Restated Consolidated Statement of Assets & Liabilities II Restated Consolidated Statement of Profit & Loss III Restated Consolidated Statement of Cash Flows IV(A) Restated Consolidated Statement of Significant Accounting Policies IV(B) Notes to Consolidated Restated Financial Statements V Restated Consolidated Statement of Share Capital VI Restated Consolidated Statement of Reserves & Surplus VII Restated Consolidated Statement of Minority Interest VIII Restated Consolidated Statement of Long Term Borrowings Restated Consolidated Statement of Principal Terms of Secured Loans and Assets Charged VIII(A) as Security VIII(B) Restated Consolidated Statement of Terms & Conditions of Unsecured Loans IX Restated Consolidated Statement of Deferred Tax (Assets)/ Liabilities X Restated Consolidated Statement of Long Term Provisions XI Restated Consolidated Statement of Short Term Borrowings XII Restated Consolidated Statement of Trade Payables XIII Restated Consolidated Statement of Other Current Liabilities XIV Restated Consolidated Statement of Short-Term Provisions XV(A) Restated Consolidated Statement of Property, Plant & Equipment XV(B) Restated Consolidated Statement of Capital Work in Progress XV(C) Restated Consolidated Statement of Intangible Assets under Development XVI Restated Consolidated Statement of Other Non Current Assets XVII Restated Consolidated Statement of Trade Receivables XVIII Restated Consolidated Statement of Cash & Cash Equivalents XIX Restated Consolidated Statement of Short-Term Loans and Advances XX Restated Consolidated Statement of Other Current Assets XXI Restated Consolidated Statement of Revenue from operations XXII Restated Consolidated Statement of Other Income Page | 205XXIII Restated Consolidated Statement of Cost of Operating Expenses XXIV Restated Consolidated Statement of Employees Benefit Expenses XXV Restated Consolidated Statement of Finance Cost XXVI Restated Consolidated Statement of Depreciation XXVII Restated Consolidated Statement of Other Expenses XXVIII Restated Consolidated Statement of Earnings Per Share XXIX Restated Consolidated Statement of Related Party Transactions XXX Statement of Consolidated Analytical Ratios, As Restated XXXI Statement of Consolidated Accounting & Other Ratios, As Restated XXXII Restated Consolidated Statement of Tax Shelter XXXIII Consolidated Capitalisation Statement 12. The consolidated financial statements for the financial year ended on March 31, 2024 and March 31, 2025 include the financial information of subsidiary Sabarmati Express India Private Limited, whose financial statements have been audited by us whose audit report has been furnished by us to the management of the company and our opinion on the said consolidated financial statements for the year ended March 31, 2024 and March 31, 2025, in so far as it relates to the amounts and disclosures included in respect of these components, is based on the said audit report. 13. We, M/s. Jain Agarwal & Co., Chartered Accountants, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of the ICAI which is valid till August 31, 2025. 14. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim financial statements and audited financial statements mentioned in paragraph 5 above. 15. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein. 16. We have no responsibility to update our report for events and circumstances occurring after the date of the report. 17. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus to be filed with Securities and Exchange Board of India, SME Platform of BSE Limited (BSE SME) and Registrar of Companies, Delhi in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. For, Jain Agarwal & Company Chartered Accountants Firm Reg. No: 024866N PRC No: 013423 Sd/- Jatin Jain Partner Membership No: 516377 UDIN: 25516377BMJOPN7494 Place: Delhi Date: July 21, 2025 Page | 206BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure I: Restated Consolidated Statement of Assets and Liabilities (Amount in Rs. Lakh) As at Particulars Annexures 31/Mar/25 31/Mar/24 A) EQUITY AND LIABILITIES 1 Shareholders' Funds (a) Share Capital V 3 50.00 350.00 (b) Reserves & Surplus VI 5 29.61 145.75 (c) Share application money pending allotment - - 2 Minority interest VII 0 .00 0.00 3 Non- Current Liabilities (a) Long Term Borrowings VIII 7 41.17 733.25 (b) Deferred Tax Liabilities(net) IX - - (c) Other Long-Term Liabilities - - (d) Long-Term Provisions X 4 .07 1.94 4 Current Liabilities (a) Short Term Borrowings XI 6 23.67 468.56 (b) Trade Payables XII -total outstanding dues of MSME 2 9.97 59.58 -total outstanding dues of creditors other than MSME 1 16.23 137.02 (c) Other Current Liabilities XIII 8 3.28 106.96 (d) Short-Term Provisions XIV 1 48.63 129.18 Total 2,626.65 2 ,132.24 B) ASSETS 1 Non-Current Assets (a) Property, Plant and Equipment XV(A) 7 53.82 656.50 (b) Intangible Assets - - (c) Capital Work-in-Progress XV(B) 1 23.63 162.78 (d) Intangible Assets under Development XV(C) 3 .50 3.50 (e) Non-Current Investments - - (f) Deferred Tax Asset (Net) IX 2 4.89 11.06 (g) Long-Term Loans and Advances - - (h) Other Non-Current Assets XVI 5 4.50 10.09 2 Current Assets (a) Current Investments - - (b) Inventories - - (c) Trade Receivables XVII 1,299.18 976.58 (d) Cash and Cash Equivalents XVIII 1 8.07 21.71 (e) Short-Term Loans and Advances XIX 1 81.52 153.95 (f) Other Current Assets XX 1 67.53 136.07 Total 2,626.65 2 ,132.24 (302.28) ( 0.49) Note: The above statement should be read with the restated consolidated statement of profit and loss, restated consolidated statement of cash flows, restated consolidated statement of significant accounting policies and notes to consolidated restated financial informations as appearing in Annexures II, III, IV(A) and IV(B) respectively In terms of our report of even date For and on behalf of the Board of Directors of BLT Logistics Limited For Jain Agarwal & co. Chartered Accountants FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Chairman and Director Managing Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPN7494 Rama Kanojia Dated: 21.07.2025 Vivek Kumar Company Secretary Place: New Delhi CFO M. No.- A72774 Page | 207BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure II: Restated Consolidated Statement of Profit and Loss (Amount in Rs. Lakh) For the year ended Particulars Annexures 31/Mar/25 31/Mar/24 REVENUE: (I) Revenue From Operations XXI 4,916.91 4 ,034.54 (II) Other Income XXII 2 6.41 38.64 (III) Total Revenue (I+II) 4,943.31 4 ,073.18 (IV) EXPENDITURE: Cost of Operating Expenses XXIII 3,622.52 2 ,897.59 Purchase of Stock In trade - - Change in Inventory of Finished Goods, WIP and Stock in Trade - - Employee Benefit Expenses XXIV 1 93.40 163.97 Finance Cost XXV 9 4.81 101.75 Depreciation XXVI 3 60.62 362.94 Other Expenses XXVII 1 45.02 125.46 Total Expenditure 4,416.37 3 ,651.71 Restated Consolidated Profit/(Loss) Before Exceptional, Extraordinary (V) Items & Prior Period Items & Tax (III-IV) 5 26.94 421.47 (VI) Exceptional Items - - Restated Consolidated Profit/(Loss) Before Extraordinary Items & Prior (VII) Period Items & Tax (V)-(VII) 5 26.94 421.47 (VIII) Extraordinary Items - - (IX) Profit Before Taxes (VII-VIII) 5 26.94 4 21.47 (X) Tax Expense Current Tax 1 48.07 127.93 Earlier Year Taxes 8 .84 ( 0.22) Deferred Tax IX (13.83) ( 19.23) Total Tax Expense 1 43.07 1 08.48 (XI) Restated Consolidated Profit/(Loss) before Minority share (IX)-(X) 3 83.86 3 12.98 (XII) Less: Minority Interest share in Profit (0.00) ( 0.00) (XIII) Restated Consolidated Profit/(Loss) for the period (XI)-(XII) 3 83.86 3 12.98 (XIV) Earning per Equity Share XXVIII Basic EPS 1 0.97 8.97 Diluted EPS 1 0.97 8.97 Note: The above statement should be read with the restated consolidated statement of assets and liabilities, restated consolidated statement of cash flows, restated consolidated statement of significant accounting policies and notes to consolidated restated financial informations as appearing in Annexures I, III, IV(A) and IV(B) respectively In terms of our report of even date For Jain Agarwal & co. For and on behalf of the Board of Directors of Chartered Accountants BLT Logistics Limited FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Chairman and Managing Director Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPN7494 Rama Kanojia Dated: 21.07.2025 Vivek Kumar Company Secretary Place: New Delhi CFO M. No.- A72774 Page | 208BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure III: Restated Consolidated Statement of Cash Flows (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 A Cash Flow From Operating Activities Profit / (loss) before tax and after prior period 5 26.94 405.54 Adjustment For: Depreciation 360.62 362.94 Interest Expenses 93.45 101.64 Interest on Fixed Deposit ( 1.42) (0.22) Profit on sale of Property, Plant and Equipment ( 7.84) (7.99) Operating Profit Before Working Capital Changes 9 71.76 861.90 Changes in Working Capital Change in Trade Receivables (322.61) (347.35) Change in Loans and Advances ( 27.57) (85.52) Change in Inventories - - Change in Other Current Assets ( 31.46) (44.16) Change in Other Non-Current Assets ( 44.41) (10.09) Change in Trade Payables ( 50.40) (73.22) Change in Provisions 21.59 71.92 Change in Deferred Tax Asset (Net) ( 13.83) 10.43 Change in Other Current Liabilities ( 23.69) 65.16 Cash Generated From Operations 4 79.39 449.08 Direct Taxes Paid 1 43.07 127.71 Net Cash Flows From Operating Activities(A) 3 36.31 321.37 B Cash Flow From Investing Activities Purchase of Property, Plant and Equipment (298.92) (562.12) Sale of Property, Plant and Equipment 11.59 14.22 Intangible Assets under Development - (1.50) Capital WIP Addition (123.63) (162.78) Interest on Fixed Deposit 1.42 0.22 Net Cash Flow From Investing Activities (B) (409.54) (711.97) C Cash Flow From Financing Activities Proceeds From Issue of Equity Shares - 40.00 Proceeds From Long Term Borrowings 6 22.34 887.36 Repayments of Long Term Borrowings (538.50) (578.18) Proceeds from Short Term Borrowings 1 04.96 165.07 Repayments of Short Term Borrowings ( 25.76) - Share Application Money Pending Allotment - (20.00) Proceeds from Minority Interest - 1.81 Interest Expenses ( 93.45) (101.64) Net Cash Flow From Financing Activities ( C) 69.59 394.42 Net Change in Cash (A+B+C) ( 3.64) 3.82 Cash and Cash Equivalents at the Beginning of Years 21.71 17.89 Cash and Cash Equivalents at the End of Year 18.07 21.71 - Note: The above statement should be read with the restated consolidated statement of assets and liabilities, restated consolidated statement of profit and loss, restated consolidated statement of significant accounting policies and notes to consolidated restated financial informations as appearing in Annexures I, II, IV(A) and IV(B) respectively In terms of our report of even date For and on behalf of the Board of Directors of BLT Logistics Limited For Jain Agarwal & co. Chartered Accountants FRN: 024866N Rakesh Kumar Krishan Kumar Whole Time Chairman and Managing Director Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPN7494 Rama Kanojia Dated: 21.07.2025 Vivek Kumar Company Secretary Place: New Delhi CFO M. No.- A72774 Page | 209ANNEXURE-IV(A) BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Restated Consolidated Statement of Significant Accounting Policies I SIGNIFICANT ACCOUNTING POLICIES 1 Corporate Information BLT Logistics Limited (‘the Company’)(CIN: U63000DL2011PLC224622) was incorporated on6th September 2011 having its registeredofficeatPlotNo304A/2Kh14/20/1F/F,PatelGarden,Kakrola,SouthWestDelhi,NewDelhi,Delhi,Kakrola,SouthWest Delhi,NewDelhi,Delhi, India, 110078.TheCompanyhasbeenincorporatedtocarryoutthebusinessofprovidinglogisticservicesand warehousing services. ItalsohasaSubsidiary,SabarmatiExpressIndiaPrivateLimited(CIN:U60230DL2020PTC365294),whichwasincorporatedon27 June, 2020. TheCompany isprimarily engaged inbusiness ofpublic carriers, transportersand carriersofgoods, passengers, merchandise,commodities,andotherproductsandgoodsandluggageofallkindsanddiscriptioninanypartofIndiaandelsewhere,on land, water and air by any conveyance whatsoever. Summary of significant accounting policies 2(a)Basis of preparation ThefinancialinformationsoftheCompanyhavebeenpreparedinaccordancewithgenerallyacceptedaccountingprinciplesinIndia (IndianGAAP).TheCompanyhaspreparedthesefinancialinformationstocomplyinallmaterialrespectswiththeaccountingstandards notifiedundertheCompanies(AccountingStandards)Rules,2021,(asamended)andtherelevantprovisionsoftheCompaniesAct, 2013. The financial informations have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial informations are consistent with those of Previous Year. (b) Use of estimates Thefinancialinformationsarepreparedunderthehistoricalcostconvention.Thesestatementshavebeenpreparedinaccordancewith applicable mandatory accounting standards and relevant presentational requirement of the Companies Act 2013. (c) TheconsolidatedfinancialinformationsrelatetoBLTLogisticLimited('theCompany')anditssubsidiarycompanySabarmatiExpress India Private Limited. The consolidated financial informations have been prepared on the following basis: A)ThefinancialinformationsoftheCompanyanditssubsidiaryhasbeencombinedonalinebylinebasisbyaddingtogetherlikeitems of assets, liabilities, equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intra- group transactions. B)Profitsorlossesresultingfromintra-grouptransactionsthatarerecognisedinassets,suchasinventoryandproperty,plantand equipment, are eliminated in full. C)Offset(eliminate)thecarryingamountoftheparent'sinvestmentineachsubsidiaryandtheparent'sportionofequityofeach subsidiary. D)Thedifferencebetweentheproceedsfromdisposalofinvestmentinsubsidiaryandthecarryingamountofitsassetslessliabilitiesas onthedateofdisposalisrecognisedintheConsolidatedStatementofProfitandLossbeingtheprofitorlossondisposalofinvestment in subsidiary. E)ControllingInterest'sshareofprofit/lossofconsolidatedsubsidiariesfortheyearisidentifiedandadjustedagainsttheincomeofthe group in order to arrive at the net income attributable to shareholders of the Company. F)NonControllingInterest'sshareofnetassetsofconsolidatedsubsidiaryisidentifiedandpresentedintheConsolidatedBalanceSheet separate from liabilities and the equity of the Company's shareholders. Equity method Undertheequitymethod,theinvestmentsareinitiallyrecognisedatcostandadjustedthereaftertorecognisetheGroup'sshareofthe post-acquisition profits or losses of the investee in profit or loss, and the Group's share of other comprehensive income of the investee. The carrying amount of equity accounted investments is tested for impairment in accordance with the policy. (d) Property, Plant & Equipment Property, Plant & Equipment are stated at cost less accumulated depreciation. Capitalwork-in-progressisvaluedatcostandincludesequipmentintransitandthecostofProperty,Plant&Equipmentthatarenot ready for their intended use at the reporting date. 1) Depreciation on Property, Plant & Equipment Depreciation on Property, Plant & Equipment is provided on the Written down Method, to allocate the costs of property, plant and equipment, net of their residual values, over their useful life as specified in Schedule II of Ihe Companies Act, 2013. (e) Revenue recognition RevenueisrecognizedtotheextentthatitisprobablethattheeconomicbenefitswillflowtotheCompanyandtherevenuecanbe reliably measured. i) Sale of Services Revenuefromthesaleofservicesisrecognizedwhentheservicesarerenderedanditisprobablethattheeconomicbenefitsassociated with the transaction will flow to the Company, and the amount of revenue can be measured reliably. TheCompanycollectsindirecttaxesonbehalfofthegovernment.SuchamountsarenotconsideredeconomicbenefitsoftheCompany and are therefore excluded from revenue. ii) Interest Revenue is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Page | 210(f) Foreign currency translation (i) Initial Recognition Foreigncurrencytransactionsarerecordedinthereportingcurrency,byapplyingtotheforeigncurrencyamounttheexchangerate between the reporting currency and the foreign currency at the date of the transaction. Attheendofeachreportingperiod,monetaryitemsdenominatedinforeigncurrenciesareretranslatedattheratesprevailingattheend ofthereportingperiod.Non-monetaryitemscarriedatfairvaluethataredenominatedinforeigncurrenciesareretranslatedattherates prevailingonthedatewhenthefairvaluewasdetermined.Non-monetaryitemsthataremeasuredintermsofhistoricalcostinaforeign currency are not translated. (ii) Exchange differences ExchangedifferencesarisingonthesettlementofmonetaryitemsoronreportingmonetaryitemsoftheCompanyatratesdifferentfrom thoseatwhichtheywereinitiallyrecordedduringtheyear,orreportedinpreviousfinancialinformations,arerecognizedasincomeoras expenses in the year in which they arise. (g) Retirement and other employee benefits Provident Fund RetirementbenefitsintheformofProvidentFundisadefinedcontributionschemeandthecontributionsischargedtothestatementof profit and loss of the year when the contribution to the respective fund is due. Gratuity TheCompanyoperatesapostemploymentdefinedbenefitplanforitsemployees,viz.,gratuity.Thecostsofprovidingbenefitsunder theseplansaredeterminedonthebasisofactuarialvaluationateachyear-end.Separateactuarialvaluationiscarriedoutforgratuity usingtheprojectedunitcreditmethod.Actuarialgainsandlossesarerecognizedinfullintheperiodinwhichtheyoccurinthestatement of profit and loss. (h) Income taxes Taxexpensecomprisesofcurrentanddeferredtax. Currentincometax ismeasuredattheamountexpectedtobepaidtothetax authoritiesinaccordancewiththeIncomeTaxAct,1961. Deferredincometaxesreflectstheimpactofcurrentyeartimingdifferences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferredtaxismeasuredbasedonthetaxratesandthetaxlawsenactedorsubstantivelyenactedatthebalancesheetdate. Deferredtax assetsarerecognizedonlytotheextentthatthereisreasonablecertaintythatsufficientfuturetaxableincomewillbeavailableagainst which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, alldeferredtaxassetsarerecognizedonlyifthereisvirtualcertaintysupportedbyconvincingevidencethattheycanberealizedagainst future taxable profits. AteachreportingdatetheCompanyre–assessesunrecognizeddeferredtaxassets.Itrecognizesunrecognizeddeferredtaxassetstothe extentithasbecomereasonablycertainorvirtuallycertain,asthecasemaybethatsufficientfuturetaxableincomewillbeavailable against which such deferred tax assets can be realized. The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes- down the carrying amount of a deferredtaxassettotheextentitisnolongerreasonablecertainorvirtuallycertain,asthecasemaybe,thesufficientfuturetaxable incomewillbeavailableagainstwhichdeferredtaxassetcanberealized.Anysuchwrite-downisreversedtotheextentthatitbecomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available Deferredtaxassetsandliabilitiesareoffsettotheextentthattheyrelatetotaxesleviedbythesametaxauthorityandtherearelegally enforceable rights to set off current tax assets and current tax liabilities within that jurisdiction. (i) Earnings per share Basicearningspersharearecalculatedbydividingthenetprofitorlossfortheyearattributabletoequityshareholdersbytheweighted average number of equity shares outstanding during the year. Forthepurposeofcalculatingdilutedearningspershare,thenetprofitorlossfortheyearattributabletoequityshareholdersandthe weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares (j) Provisions A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each reporting and adjusted to reflect the current best estimates. (k) Contingent liabilities & Assets A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non- occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial informations. Contingent assets are not recognised but disclosed in the financial informations when an inflow of economic benefits is probable. (l) Borrowing Cost Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings. Borrowingcostsdirectlyattributabletotheacquisition,constructionorproductionofanassetthatnecessarilytakesasubstantialperiod oftimetogetreadyforitsintendeduseorsalearecapitalizedaspartofthecostoftherespectiveasset.Allotherborrowingcostsare expensed in the period they occur. (m) Cash and cash equivalents Cashandcashequivalentsinthebalancesheetcomprisecashatbankandinhandandshort-terminvestmentswithanoriginalmaturityof three months or less. Page | 211BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure V Restated Consolidated Statement of Share Capital (a) Authorized, Issued, Subscribed, Paid Up Share Capital: Particulars As at 31/Mar/25 31/Mar/24 Authorized Share Capital: Equity Shares of ₹ 10/- each (in Nos.) 8,000,000.00 8,000,000.00 Amount (in ₹ lakh) 800.00 800.00 Issued, Subscribed and Fully Paid Up Share Capital: Equity Shares of ₹ 10/- each (in Nos.) 3,500,000.00 3,500,000.00 Amount (in ₹ lakh) 350.00 350.00 Total Share Capital (₹ lakh) 350.00 350.00 (b) Reconciliation of the number of Shares and the amount outstanding at the beginning and at the end of the Reporting Year: Particulars For the period ended 31/Mar/25 31/Mar/24 Equity Shares Outstanding at the beginning of the year Equity Shares of ₹ 10/- each (in Nos.) 3,500,000.00 100,000.00 Amount (in ₹ lakh) 350.00 10.00 Fresh Issue during the year Equity Shares of ₹ 10/- each (in Nos.) - 400,000.00 Amount (in ₹ lakh) - 40.00 Bonus Issue during the year Equity Shares of ₹ 10/- each (in Nos.) - 3,000,000.00 Amount (in ₹ lakh) - 300.00 Equity Shares Outstanding at the end of the year - Equity Shares of ₹ 10/- each (in Nos.) 3,500,000.00 3,500,000.00 Amount (in ₹ lakh) 350.00 350.00 (c ) Details of Shares held by each shareholder holding more than 5%: Particulars As at 31/Mar/25 31/Mar/24 Krishan Kumar (40%) 1,400,000.00 1,400,000.00 Rakesh Kumar (40%) 1,400,000.00 1,400,000.00 (d) Details of Shares held by Promoters Promoter's Name As at 31/Mar/25 31/Mar/24 Krishan Kumar (40%) 1,400,000.00 1,400,000.00 Rakesh Kumar (40%) 1,400,000.00 1,400,000.00 (e) Terms/rights attached to equity shares: “The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder. (f) The Company has allotted 6 (Six) new fully paid Equity Share of Rs. 10/- (Rupees Ten) each for every One Equity Shares of Rs. 10/- (Rupees Ten) to existing shareholders holding shares at the close of business hours on the Record Date i.e. February 10, 2024 by capitalization of Rs 3,00,00,000 standing to the credit of the Company’s Reserve and Surplus account as per the periodic audited accounts of the Company. Accordingly, Bonus share has been allotted to the eligible members. (g) The Company has allotted 2 new fully paid Equity Shares of Rs. 10/- (Rupees Ten) each for every Equity Shares of Rs. 10/- (Rupees Ten) i.e. 200000 by right offer to existing shareholders at the close of business hours on Record Date i.e. February 27, 2023 for cash consideration at par, allotment date i.e. April 03, 2023. The Company has allotted 0.67 new fully paid Equity Shares of Rs. 10/- (Rupees Ten) each for every Equity Shares of Rs. 10/- (Rupees Ten) i.e. 200000 by right offer to existing shareholders at the close of business hours on Record Date i.e. April 04, 2023 for cash consideration at par & allotment date is April 17, 2023. Annexure VI Restated Consolidated Statement of Reserve and Surplus (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Surplus in Statement of Profit & Loss Opening Balance 143.94 146.89 Add: Restated Consolidated Profit/(Loss) for the year 383.86 297.05 Less: Bonus issued to Shareholders - (300.00) Total 527.80 143.94 Add: Capital Reserve on acquisition 1.81 1.81 Grand Total 529.61 145.75 Annexure VII Restated Consolidated Statement of Minority interest (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Share in Net Assets 0.00 0.00 Add: Share in Profit & loss 0.00 0.00 Total 0.00 0.00 Page | 212Annexure VIII Restated Consolidated Statement of Long Term Borrowings (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Secured Loans Term Loan from Bank -Rupee Loan from AXIS bank 439.18 373.19 -Rupee Loan from HDFC bank 627.96 459.81 -Rupee Loan from ICICI bank - 68.74 -Rupee Loan from YES bank 110.34 174.33 -Rupee Loan from HDB bank 75.08 99.33 Unsecured Loans -Loan from Directors 30.50 19.70 -Rupee Loan from IDFC bank - 1.46 -Less:- Current Maturities of Long Term loan (541.89) (463.30) Total 741.17 733.25 Notes: 1. The terms and conditions and other information in respect of Secured Loans and Unsecured Loans are given in Annexure-IXA and Annexure-IXB 2. The figures disclosed above are based on the restated consolidated summary statement of assets and liabilities of the Company. 3. The above statement should be read with the restated consolidated summary statement of assets and liabilities, restated consolidated summary statement of profit and loss, cash flow statement, significant accounting policies and notes to restated consolidated summary statements as appearing in Annexures I, II and III respectively 4. Detailed Note of borrowings can be referred to separately (Annexure VIII A) & (Annexure VIII B) Annexure IX Restated Consolidated Statement of Deferred Tax (Assets)/ Liabilities (Amount in Rs. Lakh) As at Particulars 3/31/2025 3/31/2024 Income tax rate(%) 25.168% 25.168% Opening Balance of Deferred Tax (Asset) / Liability (A) (11.06) (2.79) Sabarmati DTL on acquisition - 10.95 (DTA) / DTL on account of: -Timing Difference in Depreciation as per Companies Act and Income Tax Act. (24.81) (10.55) -Gratuity provision (0.08) (0.52) Closing Balance of Deferred Tax (Asset) / Liability (B) (24.89) (11.06) Current Year Provision (B-A) (13.83) (19.23) Notes: 1. The figures disclosed above are based on the restated Consolidated summary statement of assets and liabilities of the Company. 2. The above statement should be read with the restated consolidated statement of assets and liabilities, restated consolidated statement of profit and loss, restated consolidated statement of cash flows, restated consolidated statement of significant accounting policies and notes to consolidated restated financial informations as appearing in Annexures I, II, III, IV(A) and IV(B) respectively Annexure X Restated Consolidated Statement of Long Term Provisions (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Provision for Employee Benefits: Provision for Gratuity 4.07 1.94 Total 4.07 1.94 Annexure XI Restated Consolidated Statement of Short Term Borrowings (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Secured Loans Current Maturities of Long Term Loan 541.89 463.30 Loan from Bank 0.26 0.26 Bank Overdraft 81.52 5.00 Total 623.67 468.56 Note: Detailed Note of borrowings can be referred to separately (Annexure VIII A) & (Annexure VIII B) Annexure XII Restated Consolidated Statement of Trade Payables (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 -total outstanding dues of micro enterprises and small enterprises 29.97 59.58 -total outstanding dues of creditors other than micro enterprises and small enterprises 116.23 137.02 Total 146.20 196.60 (Amount in Rs. Lakh) As at 31 March 2025 Particulars Outstanding for following periods from due date of payment Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total Undisputed-MSME 28.12 1 .79 0.06 - 29.97 Undisputed-Others 110.09 5 .85 0.29 - 116.23 Dispute dues-MSME - - - - - Dispute dues-Others - - - - - Others - - - - - Total 1 38.21 7 .65 0.35 - 146.20 (Amount in Rs. Lakh) As at 31 March 2024 Particulars Outstanding for following periods from due date of payment Less than 1 Year 1-2 Years 2-3 Years More than 3 Years Total Undisputed-MSME 59.58 - - - 59.58 Undisputed-Others 137.02 - - - 137.02 Dispute dues-MSME - - - - - Dispute dues-Others - - - - - Others - - - - - Total 1 96.60 - - - 196.60 Note:- For the purpose of consolidation, all intergroup transactions have been eliminated. Page | 213Annexure XIII Restated Consolidated Statement of Other Current Liabilities (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Advance from Customers 12.47 25.34 Audit fee payable 4.39 3.28 Interest accrued but not due 3.20 4.19 Salary payable 9.72 6.25 Director Remuneration Payable 2.18 1.61 Director Sitting Fees payable 1.89 - Rent payable - 0.02 ESI & PF Payable 0.41 0.44 TDS Payable 3.58 6.66 GST Payable 7.94 29.91 Other payables 37.51 29.26 Total 83.28 106.96 Annexure XIV Restated Consolidated Statement of Short Term Provisions (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Provision for Others: Provision for Income Tax 148.07 127.93 Provision for Expenses 0.24 1.14 Provision for Employee Benefits: Provision for Gratuity 0.33 0.11 Total 148.63 129.18 Annexure XV(B) Restated Consolidated Statement of Capital Work in Progress (Amount in Rs. Lakh) As at Particulars 31/Mar/25 31/Mar/24 P & M Project-in-progress 123.63 162.78 Total 123.63 162.78 CWIP Aging Schedule (Amount in Rs. Lakh) As at 31st March 2025 CWIP Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress 1 23.63 - - - 123.63 (Amount in Rs. Lakh) As at 31st March 2024 CWIP Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress 1 62.78 - - - 162.78 Annexure XV(C) Restated Consolidated Statement of Intangible Assets under development (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 IA under development 3.50 3.50 Total 3.50 3.50 Intangible Assets under development aging schedule (Amount in Rs. Lakh) As at 31st March 2025 Intangible Assets under development Amount in Intangible Assets under Development for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress - 1 .50 2.00 - 3.50 (Amount in Rs. Lakh) As at 31st March 2024 Intangible Assets under development Amount in Intangible Assets under Development for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Project in Progress 1 .50 2 .00 - - 3.50 Annexure XVI Restated Consolidated Statement of Other Non Current Assets (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Fixed Deposits 30.36 10.09 Security Deposits 24.14 - Total 54.50 10.09 Note: Fixed Deposits is created under lien against the security given by the Company against Overdraft limit of Rs. 1 Crore. Annexure XVII Restated Consolidated Statement of Trade Receivables (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 -Unsecured, considered good (less than 6 months) 1152.29 919.13 -Unsecured, considered good (6 months or more) 146.89 57.45 -Unsecured, considered doubtful 36.43 36.43 Total 1,335.61 1,013.01 -Less:- Provision for doubtful debts (36.43) (36.43) Total 1,299.18 976.58 Note:- For the purpose of consolidation, all intergroup transactions have been eliminated. (Amount in Rs. Lakh) As at 31 March 2025 Particulars Outstanding for following periods from due date of payment Less than 6 6 Months - 1 Year 1-2 Years 2-3 Years More than 3 Years Total Undisputed Trade Receivables- Considered Good, Unsecured 1,152.29 46.98 6 4.14 15.34 20.43 1,299.18 Undisputed Trade Receivables- Considered Doubtful - Disputed Trade Receivables- Considered Good Unsecured - Disputed Trade Receivables- Considered Doubtful 35.16 1.27 36.43 Others - - - - - - Total 1,152.29 4 6.98 6 4.14 50.50 21.70 1,335.61 Page | 214(Amount in Rs. Lakh) As at 31 March 2024 Particulars Outstanding for following periods from due date of payment Less than 6 6 Months -1Year 1-2 Years 2-3 Years More than 3 Years Total Undisputed Trade Receivables- Considered Good, Unsecured 919.13 35.30 2 0.04 1.42 0.68 976.58 Undisputed Trade Receivables- Considered Doubtful - - - - - - Disputed Trade Receivables- Considered Good Unsecured - - - - - - Disputed Trade Receivables- Considered Doubtful - - 3 5.16 1.27 - 36.43 Others - - - - - - Total 919.13 3 5.30 5 5.20 2.69 0.68 1,013.01 Annexure XVIII Restated Consolidated Statement of Cash and Cash Equivalents (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 (a) Cash in Hand 14.57 18.01 (b) Balances with Banks 3.50 3.70 Total 18.07 21.71 Annexure XIX Restated Consolidated Statement of Short Term Loans and Advances (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Unsecured Security Deposits 0.54 8.41 Advance to supplier 9.64 13.53 Advance to employee 41.06 36.47 Other advances 0.50 2.35 Advance to Driver for Fleet Running 129.78 93.19 Total 181.52 153.95 Annexure XX Restated Consolidated Statement of Other Current Assets (Amount in Rs. Lakh) Particulars As at 31/Mar/25 31/Mar/24 Fixed Deposit* 9.06 7.63 Prepaid rent - 0.02 Prepaid insurance 36.84 21.64 TDS receivable 104.60 95.68 Balances with government authorities 5.72 3.50 Other current asset 1.29 2.19 Advance Tax 5.00 - Other Prepaid Expense 0.28 - TCS Receivable 4.76 5.42 Total 167.53 136.07 *Fixed Deposit of Rs. 9,06,120/- is under lien against bank guarantees issued by the bank on behalf of the Company amounting to Rs. 8,50,000/-. Out of this, bank guarantees of Rs. 7,50,000 - comprising Rs. 2,50,000 in favour of M/s Bajaj Electricals Limited and Rs. 5,00,000 in favour of Qwik Supply Chain Private Limited — were expired and not renewed during the current period. The Company is yet to get the lien removal done from banks on the given bank guarantees. During the year, a fresh bank guarantee of Rs. 1,00,000 was issued in favour of Daikin Airconditioning India Private Limited by creating a lien on the Fixed Deposit. Annexure XXI Restated Consolidated Statement of Revenue From Operations (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 Sale of Service 4,916.91 4,034.54 Total 4,916.91 4,034.54 Note: 1. Revenue from sale of services is presented net of Goods and Services Tax (GST). Accordingly, the amounts disclosed as revenue exclude GST collected on behalf of the government. 2. For the purpose of consolidation, all intergroup transactions have been eliminated. Revenue from Transportation & Trucking and Warehousing (₹ in lakhs) Particulars For the year ended 31/Mar/25 31/Mar/24 Transportation & Trucking 4,905.41 4,027.64 Warehousing 11.50 6.90 Total 4,916.91 4,034.54 Annexure XXII Restated Consolidated Statement of Other Income (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 Discount Received 6.13 10.19 Loyalty received from Fuel Card 10.88 9.14 Miscellaneous Income 0.13 1.46 Interest on IT Refund - 0.07 Interest on Fixed Deposit 1.42 0.22 Profit on sale of Property, Plant and Equipment 7.84 7.99 Sale of Scrap - 0.80 Receipt From Local Lorry - 0.96 Rent income - 3.60 Creditor written back - 1.64 Other Income - 2.57 Total 26.41 38.64 Annexure XXIII Restated Consolidated Statement of Cost of Operating Expenses (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 Labour Charges 146.89 101.79 Lorry Hire Charges 949.22 675.87 Diesel , Petrol & CNG expense 1,457.49 1,261.19 Consumable expense 47.22 40.48 Tyres & Tubes 48.34 39.06 Vehicles passing & Permission expense 31.98 30.85 Toll expense 465.21 396.10 Vehicles Running & Maintenance 397.74 290.57 Warehouse Rent 36.53 23.68 Insurance 41.91 38.00 Total 3,622.52 2,897.59 Note:- For the purpose of consolidation, all intergroup transactions have been eliminated. Page | 215Annexure XXIV Restated Consolidated Statement of Employment Benefit Expenses (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 Salaries, Bonus, PF and ESIC 111.79 77.41 Staff Welfare Expenses 2.86 26.52 Bonus 1.56 4.96 Director Remuneration 74.83 54.48 Gratuity Expenses 2.35 0.59 Total 193.40 163.97 Annexure XXV Restated Consolidated Statement of Financial Cost (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 Interest Expenses 93.45 101.64 Loan Processing Charges 1.37 0.11 Total 94.81 101.75 Annexure XXVI Restated Consolidated Statement of Depreciation (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 Depreciation 360.62 362.94 Total 360.62 362.94 Annexure XXVII Restated Consolidated Statement of Other Expenses (Amount in Rs. Lakh) For the year ended Particulars 31/Mar/25 31/Mar/24 Bank Charges 4.28 1.76 Payment to auditors 8.40 2.58 Bad debt 1.15 1.11 Business Promotion Exp 2.47 4.82 Commission 5.47 4.55 ROC Fees 1.09 7.63 Document Charges - 0.01 Director's sitting fees 2.04 - Donation 0.30 - Discount allowed - 0.00 Insurance Exp. 0.50 0.26 Interest paid 3.82 1.33 Legal & professional services 14.46 23.19 Discount allowed 6.37 - Miscellaneous expense 13.51 3.44 Office expenses 13.57 12.59 Parking expense - 0.02 Postage & courier 1.83 1.74 Power, fuel & electricity 2.60 4.14 Printing & stationery 4.95 3.34 Packing expense 3.48 1.65 Rent 21.01 20.03 Repairs & maintenance 1.79 5.46 Software Renewal Charges 3.05 1.73 Telephone & Internet expense 1.53 1.03 Travelling & Conveyance expenses 17.63 19.28 GST late fees 0.01 0.02 GST Expenses 0.28 0.40 TDS late fees 0.04 0.03 Duties & Taxes 3.50 - Fine And Penalty 5.89 3.29 Trade mark fees - 0.05 Total 145.02 125.46 Annexure XXVIII Restated Consolidated Statement of Earning per Share Earnings per Share have been calculated as under: Particulars For the year ended 31/Mar/25 31/Mar/24 A. Number of Shares at the beginning of the year 3,500,000 100,000 Shares issued during the year: - 400,000 - Allotment (Bonus Issue) * - 3,000,000 B. Total Number of equity shares outstanding at the end of the year 3,500,000 3,500,000 C. Weighted average number of equity shares outstanding during the year 3,500,000 3,490,137 D. Net profit after tax available for equity shareholders (Rs. in lakhs)(as restated) 383.86 312.98 E. Basic and Diluted earnings per share (Rs.) (E/C) 10.97 8.97 NOTES: 1. The figures disclosed above are based on the restated consolidated statement of profit and loss of the Company ; 2. The above statement should be read with the restated consolidated statement of assets and liabilities, restated consolidated statement of profit and loss, restated consolidated statement of cash flows, restated consolidated statement of significant accounting policies and notes to consolidated restated financial informations as appearing in Annexures I, II, III, IV(A) and IV(B) respectively In terms of our report of even date For and on behalf of the Board of Directors of BLT Logistics Limited For Jain Agarwal & co. Chartered Accountants FRN: 024866N Rakesh Kumar Krishan Kumar Chairman and Whole Time Director Managing Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPN7494 Dated: 21.07.2025 Vivek Kumar Rama Kanojia Place: New Delhi CFO Company Secretary M. No.- A72774 Page | 216BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) ANNEXURE-VII Restated Consolidated Statement of Minority Interest Calculation of Goodwill or Capital Reserve (Amount in Rs. Lakh) Date of Acquisition Dec 01 , 2023 Particulars Amt Cost of Acquisition 66.00 Less: Share in Net Assets or Equity 67.81 Capital Reserve (1.81) Share in Net Assets or Equity Particulars Amt Total No. of Shares 100,000 Acquired by Parent 99,999 Total Net Assets as on DOA (01/12/23) 67.81 Parent's Share 67.81 Minority Interest 0.00 Calculation of Closing Balance of Minority Interest Particulars 31-03-25 31-03-24 Opening Balance 0.00 0.00 Consolidated Profit 383.86 312.98 Less: PAT of Holding Company 300.35 264.51 Less: Profit of Subsidiary for period 01-04-23 to 30-11-23 0.00 15.93 Profit of Subsidiary after acquisition 83.52 32.55 Add: Share of profit of Subsidiary 0.00 0.00 Closing Balance 0.00 0.00 Note: Figures appearing as zero represent negligible or very small values rounded off for presentation purposes Page | 217BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure XV(A) Restated Consolidated Statement of Property, Plant and Equipment As per Companies Act, 2013 Property, Plant and Equipment Plant & Machinery Plant & Machinery Electrical Particulars Furniture & Fixtures Computers Office Equipment Motor Vehicle Total (For running) (For others) Equipment Gross Block as at April 01, 2023 1 ,080.16 8.88 1.22 3.51 2 .11 - - 1,095.89 Additions 5 42.56 3.23 12.86 2.21 0 .56 0.70 - 562.12 Disposals 8 4.36 - - - - - - 84.36 Gross Block as at March 31, 2024 1 ,538.37 12.11 14.08 5.73 2 .67 0.70 - 1,573.66 Additions 4 55.56 3.25 0.42 1.96 0 .22 - 0.29 461.70 Disposals 6 4.47 - - - - - - 64.47 Gross Block as at March 31, 2025 1 ,929.45 15.36 14.50 7.69 2 .89 0.70 0.29 1,970.88 Accumulated Depreciation as at April 01, 2023 6 26.05 2.25 0.51 2.30 1 .25 - - 632.36 Charge for the year 3 55.87 1.95 2.82 1.89 0 .23 0.17 - 362.94 Disposals 7 8.13 - - - - - - 78.13 Accumulated Depreciation as at March 31, 2024 9 03.78 4.20 3.34 4.19 1 .49 0.17 - 917.16 Charge for the year 3 53.21 2.75 2.82 1.36 0 .33 0.14 0.02 360.62 Disposals 6 0.72 - - - - - - 60.72 Accumulated Depreciation as at March 31, 2025 1 ,196.26 6.95 6.16 5.55 1 .81 0.31 0.02 1,217.06 Net Book Value as at March 31, 2024 6 34.59 7.91 10.74 1.54 1 .19 0.53 - 656.50 Net Book Value as at March 31, 2025 7 33.19 8.41 8.34 2.14 1 .08 0.39 0.27 753.82 Page | 218BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure VIII(A) RESTATED CONSOLIDATED STATEMENT OF PRINCIPAL TERMS OF SECURED LOANS AND ASSETS CHARGED AS SECURITY (Amount in Rs. Lakh) Outstanding Sanctioned Rate of interest amount as on Name of Lender Purpose Security Offered Tenure Moratorium Amount (per annum) 31.03.2025 as per Books Commercial 47 monthly HDFC Bank 1,121.32 7.01 - 9.01% p.a Hypothecation of Vehicles - 627.96 Vehicle loan instalments Commercial 48-60 monthly Axis Bank 814.13 6.90% - 9.55% p.a Hypothecation of Vehicles - 439.44 Vehicle loan instalments Commercial 47-48 monthly Yes Bank 252.80 8.50 - 8.80% p.a. Hypothecation of Vehicles - 110.34 Vehicle loan instalments Business Loan - ICICI Bank 100.00 10.00% p.a. Fixed Deposit and Current Assets 25-Dec-25 - 81.52 Overdraft Commercial 40 monthly HDB Bank 99.33 9.11% p.a Hypothecation of Vehicles - 75.08 Vehicle loan instalments TOTAL 2,387.57 1334.34 Annexure VIII(B) RESTATED CONSOLIDATED STATEMENT OF TERMS & CONDITIONS OF UNSECURED LOANS (Amount in Rs. Lakh) Outstanding Sanctioned amount as on Name of Lender Purpose Rate of Interest Tenure Moratorium Amount 31.03.2025 as per Books Krishan Kumar Business Loan N.A. 0% Repayable on Demand - 22.63 Rakesh Kumar Business Loan N.A. 0% Repayable on Demand - 7.87 TOTAL 30.50 Page | 219BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) ANNEXURE-IV(B) II NOTES TO CONSOLIDATED RESTATED FINANCIAL INFORMATION: The financial informations for the year ended 31 March 2025 and 31 March, 2024 respectively are prepared as per Schedule III of the Companies Act, 2013. 1 Contingent liabilities and commitments : A) Contingent Liabilities (Amount in Rs. Lakh) As at Particulars 31-Mar-25 31-Mar-24 (i) Contingent liabilities shall be classified as: - - (a) Claims against the company not acknowledged as debt; - - (b) Guarantees; - to M/s Bajaj Electricals Limited - 2.50 - to Daikin Airconditioning India Private Limited 1.00 - to Qwik Supply Chain Private Limited - 5.00 (c) Tax Related Liabilities - Demand liability of TDS Negligible* Negligible* - Demand liability of GST in respect of order u/s 73 of the CGST Act , against which appeal is submitted 38.95 - *The negligible amount pertains to Rs. 170 towards TDS demand under dispute. B) Capital commitments There are no capital commitments to be reported as on March 31, 2025 and 2024. 2 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 InformationregardingoutstandingduesofMicroorSmallScaleIndustrialEnterprise(s)asperTheMicro,Small&MediumEnterpriseDevelopmentAct,theCompanyhasdisclosedthe same as required by Schedule VI to the Companies Act, 1956. 3 Related party transactions are already reported as per AS-18 of Companies (Accounting Standards) Rules, 2021, as amended, in the Annexure-XXIX of the enclosed financial informations. 4 Auditors' Remuneration: (Amount in Rs. Lakh) For the year Particulars 31-Mar-25 31-Mar-24 A. As Auditors Statutory & Tax Audit Fees * 8.40 2.58 Total 8.40 2.58 5 Figures have been rearranged and regrouped wherever practicable and considered necessary. 6 Themanagementhasconfirmedthatadequateprovisionshavebeenmadeforalltheknownanddeterminedliabilitiesandthesameisnotinexcessoftheamountsreasonablyrequiredto be provided for. 7 Thebalancesoftradepayables,tradereceivables,loansandadvancesareunsecuredandconsideredasgoodaresubjecttoconfirmationsofrespectivepartiesconcerned.Provisionfor the same has been created wherever necessary. 8 Employee benefits: Company has made provision for gratuity as per AS-15(Employee Benefits) as follows: (a) Gratuity Plan TheCompanyoperatesagratuityplanwhereineveryemployeeisentitledtoabenefitequivalentto15dayssalary(includesdearnessallowance)lastdrawnforeachcompletedyearof service.Thesameispayableonterminationofservice,orretirement,ordeath,whicheverisearlier.Thebenefitvestsafterfiveyearsofcontinuousservice.Gratuitybenefitsarevalued accordance with the Payment of Gratuity Act, 1972. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT & LOSS (Amount in Rs. Lakh) Particulars For the year 31-Mar-25 31-Mar-24 Current Service Cost 2.26 0.51 Interest Cost 0.15 0.12 Expected return on plan assets - Past Service Cost - Net Actuarial(Gains)/Losses (0.05) (0.04) Total Expenses 2.35 0.59 NET ASSET/(LIABILITY) RECOGNISED IN THE BALANCE SHEET (Amount in Rs. Lakh) Particulars As at 31-Mar-25 31-Mar-24 Present value of Defined Benefit Obligation 4.40 2.05 Fair Value of plan assets - - Funded status[Surplus/(Deficit)] (4.40) (2.05) Net (asset)/Liability (4.40) 2.05 Page | 220CHANGE IN OBLIGATION DURING THE YEAR (Amount in Rs. Lakh) Present value of defined benefit obligation at beginning o f the year 2.05 1.45 Current Service Cost 2.26 0.51 Interest Cost 0.15 0.12 Plan amendment cost - - Actuarial(Gains)/Losses (0.05) (0.04) Benefits Payments - - Present value of defined benefit obligation at the end of the year. 4.40 2.05 CHANGE IN ASSETS DURING THE YEAR (Amount in Rs. Lakh) Plan assets at the beginning of the year - - Expected return on plan assets - - Contribution by Employer - - Actual benefits paid - - Actuarial Gains/(Losses) - - Plan assets at the end of the year - - Principal actuarial assumptions at the balance sheet date for gratuity and compensated absences are as follows: As at Particulars 31/Mar/25 31/Mar/24 Discount Rate 7.00% 7.25% Salary escalator 5.00% 5.00% Expected rate of return on plan assets 0.00% 0.00% Turnover Rate : Staff 10.00% 5.00% Maximum Limit 20.00 2,000,000.00 Indian Assured Lives Indian Assured Lives Mortality Table Mortality (2012-2014) Mortality (2012-2014) (Ultimate) (Ultimate) Superannuation Age 60 years 60 years Projected Unit Credit Formula Used Projected Unit Credit Method Method 9 Realizations In the opinion of the Board and to the best of its knowledge and belief, the value on realization of current assets and loans and advances are approximately of the same value as stated. 1 0 Contractual liabilities All other contractual liabilities connected with business operations of the Company have been appropriately provided for. 1 1 Amounts in the financial informations Amounts in the financial informations are rounded off to nearest lacs. Figures in brackets indicate negative values. 1 2 Previous year's figures The financial informations have been prepared in accordance with the requirements of Schedule III of the Companies Act, 2013, as amended from time to time. Figures for the previous year(s) have been regrouped and reclassified wherever necessary to conform to the current year's presentation and disclosures, to the extent practicable. 1 3 Foreign Currency Earnings and Expenditure: The company does not have any foreign transactions and foreign currency earning exposure. 1 4 Impact of Audit Qualifications/Observations in Statutory Auditor’s Report The Statutory Auditors of the Company, have not included any qualifications in their Audit Reports on the financial informations of the Company. Page | 2211 5 Material Adjustments Appropriate adjustments have been made in the restated consolidated financial informations, whenever required, by reclassification of the corresponding items of assets, liabilities and cash flow statement, in order to ensure consistency and compliance with requirement of Schedule III and Accounting Standards. Statement of Adjustments in the financial informations: (Amount in Rs. Lakh) Adjustments For the year 31/Mar/25 31/Mar/24 Net Profit/(Loss) After Tax as per Audited Profit & Loss Account 385.56 323.92 Adjustment For :- Deferred Tax Liability / Assets Adjustment 0 .52 ( 0.52) Taxes adjusted in Current Period 1 .18 0 .00 Taxes adjusted in Earlier Period - 1 1.46 Net Profit/(Loss) After Tax as Restated 3 83.86 3 12.98 NOTES ON ADJUSTMENTS 1. Adjustment of Deferred Tax Provision Adjustment of deferred tax provision [being deferred tax (asset) / liability] is on account of some restated temporary differences being gratuity, depreciation as per books vis-à-vis as per the Income Tax Act, based on the Profit and Loss approach. 2. Adjustment of IT Provision & MAT Credit entitlement Adjustment of IT Provision is on account of restated taxable income arrived at after giving effect of above mentioned material adjustments and as per normal rules of income tax provision. 1 6 Reserves and Surplus Adjustment (Amount in Rs. Lakh) For the year Particulars 31/Mar/25 31/Mar/24 Reserves and Surplus as per Audited Profit & Loss Account (A) 529.61 145.23 Adjustment For :- Net Increase/(decrease) in Gratuity Expenses (B) - - Net Increase/(decrease) in Provision for Tax (C) - - Net Increase/(decrease) in Earlier Year taxes (D) - 1 1.46 Net Increase/(decrease) in DTA/DTL (E) 0.52 ( 0.52) Net Increase/(decrease) in Capital Reserve (F) - - Change in opening Reserve and Surplus (G) (due to restatement adjustments in SFS) (0.52) ( 11.45) Reserves and Surplus as Restated (A+B+C+D+E+F+G) 5 29.61 1 45.75 NOTES ON ADJUSTMENTS 1. Adjustment of Deferred Tax Provision Adjustment of deferred tax provision [being deferred tax (asset) / liability] is on account of some restated temporary differences being gratuity, depreciation as per books vis-à-vis as per the Income Tax Act, based on the Profit and Loss approach. 1 7 Segment Information The Company is engaged into the business of providing " Logistic services and Warehousing Services". This is the only reportable segment in accordance with AS-17 'Operating Segment' 1 9 Dividend The company has not declared dividend during the year ended March 31, 2025 and 2024 III Additional Regulatory Information (a) Details of crypto currency or virtual currency The Company has neither traded nor invested in Crypto currency or Virtual Currency for the year ended on March 31, 2025 and 2024. Further, the Company has also not received any deposits or advances from any person for the purpose of trading or investing in Crypto Currency or Virtual Currency. (b) Undisclosed income During the Period, the Company has not surrendered or disclosed as income any transactions not recorded in the books of accounts in the course of tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Page | 222(c) Relationship with struck off companies The Company does not have any transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 for the year ended on March 31, 2025 and 2024. (d) Compliance with numbers of layers of companies The Company is in compliance with the number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 for the year ended on March 31, 2025 and 2024. (e) Utilisation of borrowed funds and share premium For the year ended on March 31, 2025 and 2024, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall: i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or For the year ended on March 31, 2025 and 2024. the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (f) The Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority. (g) No proceeding have been initiated nor pending against the company as the company is not holding any such property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder. (h) Tittle deeds of immovable property According to the information and explanations given to us and based on the records examined by us, the Company does not have any immovable properties included in Property, Plant and Equipment. (i) Revaluation of property, plants and equipment’s and Intangible assets The company has not revalued its Property, Plant and Equipment and Intangible assets during the reporting periods. The disclose as to whether the revaluation is based on the valuation by a registered valuer as defined under rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable. (j) Borrowings from bank or financial institution on the basis of current assets The Company has borrowings from banks in the form of a business loan/overdraft secured against fixed deposits and current assets. (k) The Company does not have any charge or satisfaction which is yet to be registered with ROC beyond the statutory period. IV CHANGES IN ACCOUNTING POLICIES IN THE PERIODS/YEARS COVERED IN THE RESTATED CONSOLIDATED FINANCIALS: There is no change in significant accounting policies adopted by the Company. In terms of our report of even date For and on behalf of the Board of Directors of BLT Logistics Limited For Jain Agarwal & co. Chartered Accountants FRN: 024866N Rakesh Kumar Krishan Kumar Chairman and Whole Time Director Managing Director DIN : 03588589 DIN: 03588595 (CA Jatin Jain) Partner M No.- 516377 UDIN: 25516377BMJOPN7494 Dated: 21/07/2025 Vivek Kumar Rama Kanojia Place: New Delhi CFO Company Secretary M. No.- A72774 Page | 223BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) RESTATED CONSOLIDATED STATEMENT OF RELATED PARTY TRANSACTIONS ANNEXURE-XXIX RELATED PARTY DISCLOSURE (a) List of Related parties Names of the related parties with whom transactions were carried out during the years and description of relationship: Sr. No. Name of the Person / Entity Relation 1 Sabarmati Express India Pvt Ltd Subsidiary 2 Rakesh Kumar Whole Time Director 3 Krishan kumar Chairman & Managing Director 4 Vipin Kumar (Resignation w.e.f 26.03.2025) Independent Director 5 Rajni Sharma Independent Director 6 Naveen Kumar Gupta Independent Director 7 Ananga Pratap Roy (Resignation w.e.f 01.08.2024) Executive Director 8 Vivek Kumar (Appointed w.e.f. 15.03.2024) CFO 9 Rama Kanojia (Appointed w.e.f. 11.04.2024) Company Secretary 10 Anita Wife of Director 11 Roshani Wife of Director 12 Sunil Brother in law of Director 13 Vinod Brother in law of Director (b) Transaction with related Parties :- (Amount in Rs. Lakh) SI No. Particulars As at 31/Mar/25 31/Mar/24 Reimbursement of Expenses Krishan Kumar 1.30 8.29 Rakesh Kumar 1.32 14.50 Ananga Pratap Roy 3.64 2.00 Vivek Kumar 6.99 0.02 Managerial Remuneration Managerial Remuneration - Rakesh Kumar 36.00 24.00 Managerial Remuneration - Krishan Kumar 36.00 24.00 Managerial Remuneration - Ananga Pratap Roy 2.83 4.68 Managerial Remuneration - Anita - 0.90 Managerial Remuneration - Roshani - 0.90 Managerial Remuneration - Rama Kanojia 3.76 - Managerial Remuneration - Vivek Kumar 4.81 0.37 Directors' Sitting Fees Naveen Gupta 0.67 - Rajni Sharma 0.73 - Vipin Kumar 0.64 - Advance Given/ (Adjusted)/ (Repaid) Anita - (10.00) Roshani - (15.10) Rakesh Kumar - (20.89) Krishan Kumar - (30.72) Unsecured Loans Taken Rakesh Kumar 2.72 53.02 Krishan Kumar 15.73 19.99 Roshani 12.00 - Unsecured Loans Repaid Rakesh Kumar 0.55 47.31 Krishan Kumar 7.10 5.99 Roshani 12.00 - Salary Expense Anita 1.96 - Roshani 3.85 - Balances at the end of year Loan from Directors Krishan Kumar 22.63 14.00 Rakesh Kumar 7.87 5.71 Director Remuneration Payable Director Salary - Anita - 0.90 Director Salary - Ananga Pratap Roy - 0.71 Director Salary - Rakesh Kumar 2.18 - Director's Sitting Fees Payable Naveen Gupta 0.62 - Rajni Sharma 0.68 - Vipin Kumar 0.59 - Advance Salary Vivek Kumar 0.63 - Salary Payable Rama Kanojia 0.33 Vivek Kumar 0.35 Page | 224BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure - XXX Statement of Consolidated Analytical Ratios, As Restated As At As At Sr. No. Ratio 31/03/2025 31/03/2024 1 Current Ratio 1.66 1 .43 2 Debt-Equity Ratio 1.55 2 .42 3 Debt Service Coverage Ratio 1.37 1 .55 4 Return on Equity (ROE)(%) 43.64% 63.13% 5 Inventory Turnover Ratio NA NA 6 Trade receivables turnover ratio 4.32 4 .13 7 Trade payables turnover ratio 17.78 1 2.25 8 Net capital turnover ratio 7.40 1 0.42 9 Net profit ratio(%) 7.81% 7.76% 10 Return on capital employed (ROCE)(%) 35.26% 28.82% 11 Return on investments(%) Nil Nil Sr. No. Ratio FY25 to FY24 Notes 1 Current Ratio 16.37% - 2 Debt-Equity Ratio Increase in Shareholders Funds is more as compared to -35.99% Total debts which led to decrease in ratio 3 Debt Service Coverage Ratio -11.97% - 4 Return on Equity (ROE)(%) Increase in Shareholders Funds is more as compared to -30.88% increase in profit after tax 5 Inventory Turnover Ratio - - 6 Trade receivables turnover ratio 4.59% - 7 Trade payables turnover ratio Average trade payables value is more due to the presence of comparative figures in current year for average purpose 45.08% as compared to not presence of comparative figures in preceding year 8 Net working capital turnover ratio -29.02% Decrease is due to increase in Working capital. 9 Net profit ratio(%) 0.64% - 10 Return on capital employed (ROCE)(%) 22.34% - 11 Return on investments(%) - - Note: Ratios have been calculated on the basis of current year figures. Page | 225BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Annexure - XXXI Statement of Consolidated Accounting & Other Ratios, As Restated (Amount in Rs. Lakh) ,except per share amount Particulars 3/31/2025 3/31/2024 Net Profit as Restated (A) 3 83.86 312.98 Add: Depreciation 3 60.62 362.94 Add: Finance Cost 9 4.81 101.75 Add: Income Tax/ Deferred Tax 1 43.07 108.48 Less: Other Income (26.41) ( 38.64) EBITDA 9 55.97 847.52 EBITDA Margin (%) 19.44% 21.34% Net Worth as Restated (B) 8 77.80 493.94 Return on Net worth (%) as Restated (A/B) 43.73% 63.36% Equity Share at the end of year (in Nos.) (C) 3 ,500,000 3,500,000 Weighted No. of Equity Shares (D) 3 ,500,000 3,490,137 Basic & Diluted Earnings per Equity Share as Restated (A/D) 10.97 8.97 Equity Share at the end of year (in Nos.) (F) 3 ,500,000 3,500,000 Equity Share at the end of year (in Nos.) (G) 3 ,500,000 3,500,000 (after considering Bonus Impact with retrospective effect) Net Asset Value per Equity share as Restated (B/F) 2 5.08 14.11 Net Asset Value per Equity share as Restated after considering Bonus Impact with retrospective effect (B/G) 2 5.08 14.11 Note:- EBITDA Margin = EBITDA/Total Revenues Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year Return on Net worth (%) = Restated Profit after taxation / Closing Net worth * 100 Net asset value/Book value per share (₹) = Closing Net worth / No. of equity shares at the end of year The Company does not have any revaluation reserves or extra-ordinary items. The company has allotted Equity Shares as Bonus Share in the ratio of 6:1 on February 12, 2024. As per Accounting Standard 20 (AS - 20), In case of a bonus issue or a share split, equity shares are issued to existing shareholders for no additional consideration. Therefore, the number of equity shares outstanding is increased without an increase in resources. The number of equity shares outstanding before the event is adjusted for the proportionate change in the number of equities shares outstanding as if the event had occurred at the beginning of the earliest period reported. Page | 226Annexure-XXXII BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) Restated Consolidated Statement of Tax Shelter (Amount in Rs. Lakh) For the year ended For the year ended March Particulars March 31, 2025 31, 2024 Restated Profit before Tax (A) 526.94 421.47 Adjustments: Permanent differences (B) 6.39 11.84 Timing Differences (C) (5.49) (7.40) Deduction of Depreciation and Others (D) (60.47) (82.38) Restatement Adjustments (E) - Taxable Income under Normal Provision (F = A+B+C-D+E) 588.31 508.29 Income from Other Sources (F) - - Tax Rate under Normal Provision (%) (G) 25.17% 25.17% Income Tax as per Normal Provision (H = (E+F)*G) 148.07 127.93 Restated Profit for the purpose of MAT (H) 0 0 Tax Rate under MAT Provision (%) (I) 0 0 Income Tax as per MAT Provision (J = H*I) 0 0 Tax Payable as per Normal Provisions or MAT Provisions 148.07 127.93 Page | 227Annexure - XXXIII BLT LOGISTICS LIMITED (CIN N0.- U63000DL2011PLC224622) CONSOLIDATED CAPITALISATION STATEMENT (Amount in Rs. Lakh) Particulars Pre Issue Post Issue Borrowings Short Term Borrowings (A) 623.67 [●] Long Term Borrowings (B) 741.17 [●] Total Borrowings (C) 1364.85 [●] Shareholders’ funds Equity share capital 350.00 [●] Reserve and surplus - as restated 529.61 [●] Total shareholders’ funds 879.61 [●] Total Capital 2244.46 [●] Total Non Current Borrowings / shareholders funds (times) 0.84 Total Borrowings / shareholders funds (times) 1.55 [●] Notes: 1. Short term Borrowings represent borrowings which are expected to be paid/payable within 12 months and includes instalment of term loans repayable within 12 months. 2. Long term Borrowings represent Borrowings other than Short term Borrowings as defined above. 3. The figures disclosed above are based on restated standalone statement of Assets and Liabilities of the Company as at 31.03.25. Page | 228OTHER FINANCIAL INFORMATION BASED ON RESTATED STANDALONE FINANCIAL INFORMATION (₹ in Lakhs, except per share amount) For the financial year ended March 31 Particulars 2025 2024 2023 Net Profit as Restated (A) 300.35 265.04 135.49 Add: Depreciation 296.64 255.15 201.12 Add: Finance Cost 78.98 76.53 66.92 Add: Income tax/ deferred Tax 109.91 93.10 63.87 Less: Other Income (26.32) (32.37) (68.81) EBITDA 759.56 657.46 398.60 EBITDA Margin (%) 15.85 16.55 12.84 Net Worth (B) 762.27 461.92 156.89 Return on Net Worth (%) (A/B) 39.40 57.38 86.36 Equity Share at the end of year (in Nos.) (C) 35,00,000 35,00,000 1,00,000 Weighted No. of Equity Shares (Pre-Bonus) (D) 35,00,000 34,90,137 1,00,000 Weighted No. of Equity Shares (Post-Bonus) (after (E) 35,00,000 34,90,137 7,00,000 considering Bonus Impact with retrospective effect) Basic & Diluted Earnings per Equity Share as (A/D) 8.58 7.59 135.49 Restated Basic & Diluted Earnings per Equity Share as Restated (after considering Bonus Impact with (A/E) 8.58 7.59 19.36 retrospective effect) Equity Share at the end of year (in Nos.) (F) 35,00,000 35,00,000 1,00,000 Equity Share at the end of year (in Nos.) (G) 35,00,000 35,00,000 7,00,000 (after considering Bonus Impact with retrospective effect) Net Asset Value per Equity share as Restated (B/F) 21.78 13.20 156.89 Net Asset Value per Equity share as Restated after (B/G) 21.78 13.20 22.41 considering Bonus Impact with retrospective effect Notes: EBITDA Margin = EBITDA/Total Revenues Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year Return on Net worth (%) = Restated Profit after taxation / Closing Net worth * 100 Net asset value/Book value per share (₹) = Closing Net worth / No. of equity shares at the end of year The Company does not have any revaluation reserves or extra-ordinary items. The company has allotted Equity Shares as Bonus Share in the ratio of 6:1 on February 12, 2024. As per Accounting Standard 20 (AS - 20), In case of a bonus issue or a share split, equity shares are issued to existing shareholders for no additional consideration. Therefore, the number of equity shares outstanding is increased without an increase in resources. The number of equity shares outstanding before the event is adjusted for the proportionate change in the number of equities shares outstanding as if the event had occurred at the beginning of the earliest period reported. Page | 229BASED ON RESTATED CONSOLIDATED FINANCIAL INFORMATION (₹ in Lakhs, except per share amount) For the financial year ended March 31 Particulars 2025 2024 Net Profit as Restated (A) 383.86 312.98 Add: Depreciation 360.62 362.94 Add: Finance Cost 94.81 101.75 Add: Income tax/ deferred Tax 143.07 108.48 Less: Other Income (26.41) (38.64) EBITDA 955.97 847.52 EBITDA Margin (%) 19.44 21.34 Net Worth (B) 877.80 493.94 Return on Net Worth (%) (A/B) 43.73 63.36 Equity Share at the end of year (in Nos.) (C) 35,00,000 35,00,000 Weighted No. of Equity Shares (Pre-Bonus) (D) 35,00,000 34,90,137 Basic & Diluted Earnings per Equity Share as Restated (A/D) 10.97 8.97 Equity Share at the end of year (in Nos.) (F) 35,00,000 35,00,000 Equity Share at the end of year (in Nos.) (G) 35,00,000 35,00,000 (after considering Bonus Impact with retrospective effect) Net Asset Value per Equity share as Restated (B/F) 25.08 14.11 Net Asset Value per Equity share as Restated after (B/G) 25.08 14.11 considering Bonus Impact with retrospective effect Notes: EBITDA Margin = EBITDA/Total Revenues Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year Return on Net worth (%) = Restated Profit after taxation / Closing Net worth * 100 Net asset value/Book value per share (₹) = Closing Net worth / No. of equity shares at the end of year The Company does not have any revaluation reserves or extra-ordinary items. The company has allotted Equity Shares as Bonus Share in the ratio of 6:1 on February 12, 2024. As per Accounting Standard 20 (AS - 20), In case of a bonus issue or a share split, equity shares are issued to existing shareholders for no additional consideration. Therefore, the number of equity shares outstanding is increased without an increase in resources. The number of equity shares outstanding before the event is adjusted for the proportionate change in the number of equities shares outstanding as if the event had occurred at the beginning of the earliest period reported. Page | 230MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in the Prospectus. You should also read the section entitled “Risk Factors” beginning on page no. 28, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our Restated Standalone Financial Information, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our financial year ends on March 31 of each year, so all references to a particular financial year (“Financial Year”, “Fiscal Year” or “FY”) are to the twelve-month period ended March 31 of that year. The 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 auditors dated July 21, 2025 which is included in this Prospectus under the section titled “Restated Financial Information” beginning on page no. 176 of this Prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements. Our Company was required to prepare Consolidated Financial Statements for the FY 2024-25 and FY 2023-24 only. Consolidation of financial statement for FY 2022-23 was not applicable to the Company. Therefore, Our Company has prepared Restated Consolidated Financial Information for FY 2024-25 and FY 2023-24. However, in order to have better understanding and comparability, information provided in this chapter is based on Restated Standalone Financial Information for the year FY 2024-25, FY 2023-24 and FY 2022-23. BUSINESS OVERVIEW Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. As on March 31, 2025, we have owned operational fleet of 106 vehicles having capacity ranging from 3.5MT to 18MT in the name of our company and 15 vehicles as part of the fleet of our 99.99% subsidiary, Sabarmati, having capacity of 9MT. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. OUR BUSINESS MODEL Currently positioned as a Second-Party Logistics (2PL) provider, our company is strategically evolving into a Third- Party Logistics (3PL) provider. This expansion encompasses the integration of warehousing services into our transportation service, broadening our capabilities to address a wider range of client needs. While our current service offerings focus on specific segments of the supply chain, our transition to a 3PL model will enable us to deliver comprehensive, integrated logistics solutions and streamlining operations for our clients. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati, and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks, comprising fleet owners and agents, resulting into a diverse range of container trucks tailored to the size and capacity requirements of each consignment. This flexible approach, facilitated by our relation with a variety of third-party logistic operators, ensures that we can source the ideal container truck that satisfies the requirements of our clients and efficient transportation solutions for a diverse mix of consignments. Our key services include: 1. Transportation & Allied Services 2. Warehousing Services FINANCIAL KPIs OF OUR COMPANY The financial performance of the company for last three years as per Restated Standalone Financial Information is as follows: Page | 231For the Financial Year ended on March 31 Particulars 2025 2024 2023 Revenue from Operations (₹ in Lakhs) 4,792.48 3,971.44 3,103.14 Growth in Revenue from Operations (%) 20.67 27.98 48.18 Gross Profit (₹ in Lakhs) 1,073.10 917.50 633.86 Gross Profit Margin (%) 22.39 23.10 20.43 EBITDA (₹ in Lakhs) 759.56 657.46 398.60 EBITDA Margin (%) 15.85 16.55 12.84 Profit After Tax (₹ in Lakhs) 300.35 265.04 135.49 PAT Margin (%) 6.27 6.67 4.37 RoE (%) 49.07 85.66 152.00 RoCE (%) 27.66 35.29 22.23 Operating Cash Flows (₹ in Lakhs) 226.72 341.08 352.52 SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO LAST AUDITED BALANCE SHEET: After the date of last audited financial statements i.e. March 31, 2025, the Directors of our Company confirm that, there have not been any significant material developments. FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS: Our Company’s future results of operations could be affected potentially by the following factors: Trade Volumes and Economic Conditions The key driver in the growth of revenue from our logistics business has been the number of orders executed by us. For the financial years ended March 31, 2025, 2024 and 2023, the number of orders executed by our company was 12,328 orders, 7,657 orders and 6,331 orders respectively. The number of orders executed by us, and our results of operations, depend on trade volumes, which are closely linked with economic conditions prevalent globally and in India. Factors that may affect trade volumes include macroeconomic developments, Government policies relating to trade and commerce, trade barriers, inflation and interest rates, fuel prices, labor issues, among others. For instance: • Slowdown in economic growth due to factors such as financial crisis or internal political developments; • Imposition of new trade barriers such as rail, road and other tariffs, economic or military sanctions, export subsidies and import restrictions or duties in India or globally; will impact the volume of trade and, consequently, freight volumes handled by our Company. Conversely, economic conditions may have a positive effect on trade and benefit the industries of our customers, which is likely to have a favorable effect on our results of operations. Going forward, we expect that the demand for our services, and consequently our results of operations, will continue to be closely linked with domestic and global economic conditions and other factors beyond our control. Operating costs We have a track record of revenue growth and profitability. As we continue to expand the size and scope of our businesses, optimizing our operating costs and maintaining operating efficiencies will be critical to maintain our competitiveness and profitability, particularly in view of the pricing pressures we face and the highly fragmented and competitive environment that we operate in. Cost of operating expenses accounted for 77.61%, 76.90% and 79.57% of our revenue from operations aggregating to ₹ 3,719.38 lakhs, ₹ 3,053.95 lakhs and ₹ 2,469.28 lakhs, respectively, for the financial year ended 2025, 2024 and 2023. Any significant increases in our operating expenses that we are unable to pass on to our customers through periodic revisions in our prices or otherwise absorb through changes in our operations could affect our profitability. Investments and further advancement towards asset-based business model and technology We have focused on asset-based business model which enables us to offer cost-efficient and customized logistics solutions to our customers. As on March 31, 2025, we collectively own and operate vehicle fleet of 121 commercial trucks (including of trucks owned by our subsidiary) and other equipments required for our transportation vertical. Further, our information technology systems enable us to improve our service quality and consistency and increase our operating efficiency. Our trucks are GPS enabled and our information technology network provides real time monitoring Page | 232of our operations. Our Company is using Fleet Management Solution for GPS tracker in their vehicles. Key areas for technology adoption by us include centralised platform and Real-time tracking. Our business could be affected if we fail to implement and maintain our technology systems or fail to upgrade or replace our technology systems to meet the demands of our customers and protect against system failures. Some of our existing technologies and processes in the business may become obsolete or perform less efficiently compared to newer and better technologies and processes in the future. The logistics industry could also experience unexpected disruptions from technology-based start-ups. Increasing Competition The logistics industry in India is highly fragmented and very competitive. We compete against various operators in different business segments in different geographic locations in addition to the regional and unorganized service providers. Our competitors may have significantly greater financial and marketing resources and operate larger global networks. We may be further constrained by our competitors’ ability to expand their market share of customers and distribution networks by forming alliances with other logistics service providers or consolidating with other truck operators or transportation companies. Our ability to compete effectively may also be constrained if we lose any member of our key management team or an employee who has established relationships with our trade counterparts. We will be required to compete effectively with our existing and potential competitors, to maintain and grow our market share and in turn, our results of operation. Other Factors • Natural Calamities e.g., Tsunami, Earthquake and Storm; • Global GDP growth and trade growth; • Changes in laws or regulations; • Political Stability of the Country; • Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues; • Any failure to comply with the financial and restrictive covenants under our financing arrangements; • Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner; • The performance of the financial markets in India and globally. OUR SIGNIFICANT ACCOUNTING POLICIES: For Significant accounting policies please refer “Annexure – IV(A) - Restated Standalone Statement of Significant Accounting Policies” and “Annexure – IV(A) - Restated Consolidated Statement of Significant Accounting Policies” beginning under chapter titled “Restated Financial Information” beginning on page no. 176 of this Prospectus. PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS Set forth below are the principal components of statement of profit and loss from our continuing operations: Total Income Our total income comprises of (i) revenue from operations and (ii) other income. Revenue from Operations Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. Revenue from operations comprises of revenue generated from i) Transportation & Allied Services and ii) Warehousing Services. Other Income Other income includes (i) Discount Received (ii) Loyalty received from Fuel Card (iii) Miscellaneous Income (iv) Interest on IT Refund (v) Profit/(Loss) on sale of Fixed Assets (vi) Liabilities Written Off (vii) Creditor written back (viii) Sale of Scrap (ix) Receipt from Local Lorry and (x) Interest on Fixed Deposit. Total Expense Our expenses comprise of (i) Cost of Operating Expenses (ii) Employee Benefit Expense (iii) Finance Costs (iv) depreciation and amortisation expense; and (v) other expenses. Page | 233Cost of Operating Expenses Cost of Operating Expenses includes (i) Labour Charges, (ii) Lorry Hire Charges, (iii) Diesel, Petrol & CNG expense, (iv) Consumable expense, (v) Tyres & Tubes, (vi) Vehicles passing & Permission expense, (vii) Toll expense, (viii) Vehicles Running & Maintenance, (ix) Warehouse Rent and (x) Insurance. Employee benefits expense Employee benefits expenses primarily include (i) Salaries, PF and ESIC (ii) Staff Welfare Expenses (iii) Bonus (iv) Incentive (v) Director Remuneration and (vi) Gratuity Expenses. Finance cost Finance costs include interest expense incurred in relation to short term and long term borrowings of our Company and Loan processing charges. Depreciation and Amortisation expenses Depreciation mainly includes depreciation on our Plant & Machinery (For running and for other), Furniture & Fixtures, Office Equipment, Computer, Land and Motor Vehicle. Other Expenses Other expense mainly includes (i) Legal & professional services, (ii)Travelling & Conveyance expenses, (iii) Rent expense, (iv) Office expenses, (v) Capital Enhancement Fee, (vi) Business Promotion Expense, (vii) Commission expense, (viii) Power, fuel & electricity expense, (ix) Fine and Penalty, (x) Printing & stationery expense, (xi) Miscellaneous expense, (xii) Repairs & maintenance, (xiii) Postage & courier (xiv) Bad Debts and (xv) Provision for Doubtful Debts. RESULTS OF OUR OPERATION The following table sets forth detailed total income data from our Restated Standalone Statement of Profit and Loss for the Financial Years ended March 31, 2025, 2024 and 2023, the components of which are also expressed as a percentage of Total Income for such period. (₹ in Lakhs) For the financial year ended March 31 2025 2024 2023 Particulars Amount (₹ % of Total Amount (₹ % of Total Amount (₹ % of Total in Lakhs) Income in Lakhs) Income in Lakhs) Income Income: Revenue from Operations 4,792.48 99.45 3,971.44 99.19 3,103.14 97.83 Other income 26.32 0.55 32.37 0.81 68.81 2.17 Total Income 4,818.80 100.00 4,003.81 100.00 3,171.96 100.00 Expenditure: Cost of Operating Expenses 3,719.38 77.18 3,053.95 76.28 2,469.28 77.85 Employee Benefit Expense 181.07 3.76 145.08 3.62 56.06 1.77 Finance Costs 78.98 1.64 76.53 1.91 66.92 2.11 Depreciation and Amortisation 296.64 6.16 255.15 6.37 201.12 6.34 Expense Other Expenses 132.47 2.75 114.96 2.87 179.21 5.65 Total Expenses 4,408.54 91.49 3,645.67 91.05 2,972.59 93.71 Profit Before Tax 410.26 8.51 358.14 8.95 199.36 6.29 Tax Expense: Current Tax 114.07 2.37 101.14 2.53 58.27 1.84 Earlier years 5.06 0.11 Deferred Tax (9.22) (0.19) (8.04) (0.20) 5.60 0.18 Page | 234Profit After Tax 300.35 6.23 265.04 6.62 135.49 4.27 COMPARISON OF FY 2024-25 WITH FY 2023-24: TOTAL INCOME: Our total income increased by 20.36% or ₹814.98 lakhs from ₹4,003.81 lakhs in FY 2023-24 to ₹4,818.80 lakhs in FY 2024-25, primarily due to an increase in our revenue from operations as discussed below: Revenue from operations Revenue from operations in FY 2023-24 and FY 2024-25 comprised of revenue from Sale of Services i.e. i) Transportation & Allied services and ii) Warehousing services. The total revenue from operations increased by 20.67% or ₹821.04 lakhs from ₹3,971.44 lakhs in FY 2023-24 to ₹4,792.48 lakhs in FY 2024-25. This increase in revenue from operations can be primarily attributed to increase in Number of Orders completed by the Company i.e. 12,328 orders were completed in FY 2024-25 as compared to 7,657 orders in FY 2023-24 exhibiting an increase of 61.00% year on year. Further, the company had also generated revenue from providing Warehousing services in FY 2024-25 amounting to ₹11.50 lakhs. Services-Wise Revenue Bifurcation: For the financial year ended March 31 2025 2024 Particulars Amount (₹ In % of total Amount (₹ In % of total Lakhs) revenue Lakhs) revenue Transportation & Allied Services 4,780.98 99.76 3,964.54 99.83 Warehousing Services 11.50 0.24 6.90 0.17 Total 4,792.48 100.00 3,971.44 100.00 State-wise Revenue from operations: For the Financial Year ended on March 31 2025 2024 Particulars Amount (₹ In % of total Amount (₹ In % of total Lakhs) revenue Lakhs) revenue Maharashtra 2,004.84 41.83 1,887.69 47.53 Haryana 834.42 17.41 621.70 15.65 Karnataka 826.88 17.25 576.56 14.52 Tamil Nadu 266.49 5.56 59.30 1.49 Delhi 232.60 4.85 444.07 11.18 Uttar Pradesh 134.20 2.80 105.94 2.67 Rajasthan 113.53 2.37 30.94 0.78 Others* 379.53 7.92 245.25 6.18 Total 4,792.48 100.00 3,971.44 100.00 *Other states includes Dadra & Nagar Haveli, Gujarat, Punjab, Telangana, Himachal Pradesh, Uttarakhand, West Bengal, Chandigarh, Andhra Pradesh, Goa, Bihar, Assam, Kerala, Odisha and Madhya Pradesh. Other Income: Other income primarily includes Discount Received, Loyalty received from Fuel Card, Profit/(Loss) on sale of Property, Plant and Equipment and Interest on Fixed Deposit. Other income of the company decreased by 18.70% or ₹6.05 lakhs from ₹32.37 Lakhs in FY 2023-24 to ₹26.32 lakhs for FY 2024-25. The primary reason for such decrease in Other income was non-recurring income such as Creditor written back, Sale of Scrap and Receipt From Local Lorry aggregating to ₹ 3.40 lakhs recognised during FY 2023-24 and decrease in Discount Received and Miscellaneous Income during FY 2024-25. TOTAL EXPENDITURE: Page | 235Our total expenses increased by 20.93% being ₹762.86 lakhs from ₹3,645.67 lakhs in FY 2023-24 to ₹4,408.54 lakhs in FY 2024-25. The reasons for change are discussed below: Cost of Operating Expenses Cost of Operating Expenses primarily includes Labour Charges, Lorry Hire Charges, Diesel, Petrol & CNG expense, Consumable expense, Tyres & Tubes, Vehicles passing & Permission expense, Toll expense, Vehicles Running & Maintenance, Warehouse Rent and Insurance expense. Cost of Operating Expenses of the company increased by 21.79% being ₹665.43 lakhs from ₹3,053.95 lakhs in FY 2023-24 to ₹3,719.38 lakhs in FY 2024-25. Cost of Operating Expenses as a % of total income increased from 76.28% in FY 2023-24 to 77.18% in FY 2024-25. Such increase in Cost of Operating Expenses as a % of total income is primarily attributable to proportionate increase in Labour Charges, Lorry Hire Charges and Vehicles Running & Maintenance which collectively increased from 30.88% in FY 2023-24 to 33.22% in FY 2024-25, such increase in Cost of Operating Expenses was offset by decrease in Diesel, Petrol & CNG expense in FY 2024-25 as compared to FY 2023-24, as the company hired vehicles from third party operators for which no fuel expenses are to be incurred by our Company. Employee Benefit Expenses Employee Benefit Expenses includes Salaries, PF and ESIC, Staff Welfare Expenses, Bonus, Director Remuneration and Gratuity Expenses. Employee Benefit Expenses of the company increased by 24.81% being ₹35.99 lakhs from ₹145.08 Lakhs for FY 2023-24 to ₹ 181.07 lakhs in FY 2024-25. Increase in Employee Benefit Expenses is primarily attributable to increase in Salaries, PF and ESIC which increased from ₹60.91 lakhs in FY 2023-24 to ₹100.79 lakhs in FY 2024-25 on account increase in workforce strength of company during FY 2024-25 and Director Remuneration from ₹ 52.68 lakhs in FY 2023-24 to ₹ 74.83 lakhs in FY 2024-25. Finance Costs Finance costs includes Interest expenses and Loan Processing Charges on such borrowings. Finance Costs of the company marginally increased by 3.19% being ₹2.44 lakhs from ₹76.53 lakhs in FY 2023-24 to ₹78.98 lakhs in FY 2024-25. Such increase in Finance costs is attributable to increase in Interest expenses from ₹76.44 lakhs in FY 2023-24 to ₹77.61 lakhs in FY 2024-25 on account of increase in Long term and Short term borrowings and increase in Loan Processing Charges on account of new borrowings availed by our Company. Depreciation and Amortisation Expense Depreciation and Amortisation expenses includes Depreciation and Amortisation on Plant & Machinery (For running), Plant & Machinery (For others), Furniture & Fixtures, Computers, Office Equipment and Motor Vehicle. Depreciation and Amortisation expenses of the company increased by 16.26% being ₹41.49 lakhs from ₹255.15 lakhs in FY 2023-24 to ₹296.64 lakhs in FY 2024-25. The increase in Depreciation and Amortisation Expense can be primarily attributed to increase in depreciation on Plant & Machinery (For running) which increased from ₹251.08 lakhs in FY 2023-24 to ₹291.82 lakhs in FY 2024-25 on account of increase in the fleet of vehicles owned by the Company from 90 vehicles in FY 2023-24 to 106 vehicles in FY 2024-25. Other Expenses Other expenses primarily include Legal & professional services expense, Travelling & Conveyance expenses, Rent expense, Office expenses, RoC fees, Business Promotion expense, Commission expense, Power, fuel & electricity expense, Fine and Penalty, Printing & stationery expense, Rates & Taxes, Miscellaneous expense, Repairs & maintenance expense, Postage & courier, Payment to auditors, Software Charges and Bank Charges. Other Expenses of the company increased by 15.23% being ₹17.51 lakhs from ₹114.96 lakhs in FY 2023-24 to ₹ 132.47 lakhs in FY 2024- 25. Increase in Other expenses can be primarily attributed to increase in Bank Charges, Payment to auditors, Discount allowed, Printing & stationery, Duties & Taxes during FY 2024-25. Profit before Tax (PBT) Profit before Tax (PBT) increased by 14.55% being ₹52.12 lakhs from ₹358.14 lakhs in FY 2023-24 to ₹410.26 lakhs during FY 2024-25. PBT as a % of total income decreased from 8.95% in FY 2023-24 to 8.51% in FY 2024-25. As described above, the decrease in PBT as a % of total income, is largely attributed to increase in Cost of Operating Expenses. Tax Expenses The total tax expense has increased by 18.05% being ₹16.81 lakhs to ₹ 109.91 lakhs in FY 2024-25 from ₹93.10 lakhs in FY 2023-24. This is primarily because the Profit before Tax (PBT) has increased from ₹358.14 lakhs in FY 2023-24 to ₹ Page | 236410.26 lakhs in FY 2024-25 resulting in higher current tax during FY 2024-25 amounting to ₹ 114.07 lakhs as compared to of ₹101.14 lakhs during FY 2023-24. A higher profit before tax resulted in a higher current tax liability. Profit after Tax (PAT) For the FY 2024-25, Profit after Tax (PAT) surged by 13.32% being ₹35.31 lakhs, reaching ₹300.35 lakhs compared to ₹265.04 lakhs in FY 2023-24. PAT as a % of total income decreased from 6.62% in FY 2023-24 to 6.23% in FY 2024- 25. As described above, the decrease in PAT, is largely attributed to increase in Cost of Operating Expenses. COMPARISON OF FY 2023-24 WITH FY 2022-23: TOTAL INCOME: Our total income increased by 26.23% or ₹831.86 lakhs from ₹3,171.96 lakhs in FY 2022-23 to ₹4,003.81 lakhs in FY 2023-24, primarily due to an increase in our revenue from operations as discussed below: Revenue from operations Revenue from operations in FY 2022-23 and FY 2023-24 comprised of revenue from Sale of Services i.e. i) Transportation & Allied services and ii) Warehousing services. The total revenue from operations increased by 27.98% or ₹868.30 lakhs from ₹3,103.14 lakhs in FY 2022-23 to ₹3,971.44 lakhs in FY 2023-24. This increase in revenue from operations can be primarily attributed to increase in Number of Orders completed by the Company i.e. 7,657 orders were completed in FY 2023-24 as compared to 6,331 orders in FY 2022-23 exhibiting an increase of 20.94% year on year. Further, the company had also generated revenue from providing Warehousing services in FY 2023-24 amounting to ₹6.90 lakhs. Services-Wise Revenue Bifurcation: For the financial year ended March 31 2024 2023 Particulars Amount (₹ In % of total Amount (₹ In % of total Lakhs) revenue Lakhs) revenue Transportation & Allied Services 3,964.54 99.83 3,103.14 100.00 Warehousing Services 6.90 0.17 - - Total 3,971.44 100.00 3,103.14 100.00 State-wise Revenue from operations: For the Financial Year ended on March 31 2024 2023 Particulars Amount (₹ In % of total Amount (₹ In % of total Lakhs) revenue Lakhs) revenue Maharashtra 1,887.69 47.53 1,599.72 51.55 Haryana 621.7 15.65 385.16 12.41 Karnataka 576.56 14.52 409.94 13.21 Delhi 444.07 11.18 457.59 14.75 Others* 441.42 11.11 250.74 8.08 Total 3,971.44 100.00 3,103.14 100.00 *Other states includes Uttar Pradesh, Dadra & Nagar Haveli, Gujarat, Tamil Nadu, Rajasthan, Punjab, Telangana, Himachal Pradesh, Uttarakhand, West Bengal, Chandigarh, Andhra Pradesh, Goa, Bihar, Assam, Kerala and Jammu & Kashmir. Other Income: Other income mainly includes Discount Received, Loyalty received from Fuel Card, Miscellaneous Income, Interest on IT Refund, Profit/(Loss) on sale of Fixed Assets, Liabilities Written Off and Creditor written back. Other income of the company decreased by 52.96% or ₹36.44 lakhs from ₹68.81 Lakhs in FY 2022-23 to ₹32.37 lakhs for FY 2023-24. The primary reason for such decrease in Other income was non-recurring income Profit/(Loss) on sale of Fixed Assets of ₹47.66 lakhs and Liabilities Written Off of ₹3.64 lakhs recognised during FY 2022-23 which was partially offset by increase in Discount Received during FY 2023-24 and non-recurring income recognised during FY 2023-24 i.e. Creditor written back, Sale of Scrap, Receipt From Local Lorry and Interest on Fixed Deposit. Page | 237TOTAL EXPENDITURE: Our total expenses increased by 22.64% being ₹673.08 lakhs from ₹2,972.59 lakhs in FY 2022-23 to ₹ 3,645.67 lakhs in FY 2023-24. The reasons for change are discussed below: Cost of Operating Expenses Cost of Operating Expenses of the company increased by 23.68% being ₹584.67 lakhs from ₹2,469.28 lakhs in FY 2022- 23 to ₹3,053.95 lakhs for FY 2023-24. Cost of Operating Expenses as a % of total income decreased from 77.85% in FY 2022-23 to 76.28% in FY 2023-24. Such decrease in Cost of Operating Expenses as a % of total income is primarily attributable to proportionate decrease in Diesel, Petrol & CNG expense in FY 2023-24 as compared to FY 2022-23 which is partially offset by increase in Lorry Hire Charges, as the company hired vehicles from third party operators for which no fuel expenses are to be incurred by our Company, and increase in Labour Charges in FY 2023-24. Cost of Operating Expenses primarily includes Labour Charges, Lorry Hire Charges, Diesel, Petrol & CNG expense, Consumable expense, Tyres & Tubes, Vehicles passing & Permission expense, Toll expense, Vehicles Running & Maintenance, Warehouse Rent and Insurance expense. Employee Benefit Expenses Employee Benefit Expenses of the company increased by 158.80% being ₹ 89.02 lakhs from ₹ 56.06 lakhs in FY 2022- 23 to ₹145.08 lakhs for FY 2023-24. Increase in Employee Benefit Expenses is primarily attributable to Increase in Salaries, PF and ESIC and Staff Welfare Expenses which collectively increased from ₹30.78 lakhs in FY 2022-23 to ₹87.16 lakhs in FY 2023-24 on account increase in workforce strength of company from 13 in FY 2022-23 to 37 in FY 2023-24. Further, the increase can also be attributed to increase in Director Remuneration from ₹24.00 lakhs in FY 2022- 23 to ₹52.68 lakhs in FY 2023-24. Employee Benefit Expenses includes Salaries, PF and ESIC, Staff Welfare Expenses, Bonus, Director Remuneration and Gratuity Expenses. Finance Costs Finance Costs of the company increased by 14.35% being ₹9.61 lakhs from ₹66.92 lakhs in FY 2022-23 to ₹76.53 lakhs in FY 2023-24. Such increase in Finance costs is primarily attributable to increase in Interest expenses from ₹66.78 lakhs in FY 2022-23 to ₹76.44 lakhs for FY 2023-24 on account of increase in Long term and Short term borrowings of the Company. Finance costs includes Interest expenses and Loan Processing Charges on such borrowings. Depreciation and Amortisation Expense Depreciation and Amortisation expenses of the company increased by 26.86% being ₹54.03 lakhs from ₹201.12 lakhs in FY 2022-23 to ₹255.15 lakhs in FY 2023-24. The increase in Depreciation and Amortisation Expense can be primarily attributed to increase in depreciation on Plant & Machinery (For running) which increased from ₹198.99 lakhs in FY 2022-23 to ₹251.08 lakhs in FY 2023-24 on account of increase in the fleet of vehicles owned by the Company from 73 vehicles in FY 2022-23 to 90 vehicles in FY 2023-24. Depreciation and Amortisation expenses includes Depreciation and Amortisation on Plant & Machinery (For running), Plant & Machinery (For others), Furniture & Fixtures, Computers, Office Equipment and Motor Vehicle. Other Expenses Other Expenses of the company decreased by 35.85% being ₹64.25 lakhs from ₹179.21 lakhs in FY 2022-23 to ₹114.96 lakhs for FY 2023-24. Decrease in Other Expenses can be attributed to non-recurring expenses recognised during FY 2022-23 such as Bad debt and Provision for Doubtful Debts which collectively reduced from ₹46.39 lakhs in FY 2022-23 to ₹1.11 lakhs in FY 2023-24. Further, reduction in Packing expense because the number of orders of Packing and Moving services reduced during the year, Repairs & maintenance reduced as the company hired in-house personnel for routine repairs, Office expenses, Parking expense and Rates & Taxes also contributed for reduction of Other Expenses in FY 2023-24 which was partially offset by increase in Business Promotion expense, Capital Enhancement Fee and Travelling & Conveyance expenses. Other expenses primarily include Legal & professional services expense, Travelling & Conveyance expenses, Rent expense, Office expenses, Capital Enhancement Fee, Business Promotion expense, Commission expense, Power, fuel & electricity expense, Fine and Penalty, Printing & stationery expense, Provision for Doubtful Debts, Rates & Taxes, Miscellaneous expense, Repairs & maintenance expense, Postage & courier, Payment to auditors, Software Renewal Charges and Bank Charges. Profit before Tax (PBT) Profit before Tax (PBT) increased by 79.64% being ₹158.78 lakhs for the FY 2023-24 to ₹358.14 lakhs as compared to ₹ 199.36 lakhs during the FY 2022-23. PBT as a % of total income increased from 6.29% in FY 2022-23 to 8.95% in FY 2023-24. As described above, the increase in PBT, is largely attributed to increase in Revenue from operations and Page | 238relative decrease in Cost of Operating Expenses, Finance Costs, Depreciation and Amortisation Expense and Other Expenses. Tax Expenses The total tax expense has increased by 45.77% being ₹29.24 lakhs to ₹93.10 lakhs in FY 2023-24 from ₹63.87 in FY 2022-23. This is primarily because the Profit before Tax (PBT) has increased from ₹199.36 lakhs in FY 2022-23 to ₹358.14 lakhs in FY 2023-24 resulting in higher current tax during FY 2023-24 of ₹101.14 lakhs as compared to ₹58.27 lakhs in FY 2022-23, which was partially offset by reduction in Deferred Tax during FY 2023-24 to ₹(8.04) lakhs as compared to ₹5.60 lakhs in FY 2022-23. A higher profit before tax resulted in a higher current tax liability. Profit after Tax (PAT) For the FY 2023-24, Profit after Tax (PAT) surged by 95.61% being ₹129.54 lakhs, reaching ₹265.04 lakhs compared to ₹135.49 lakhs in FY 2022-23. PAT as a % of total income increased from 4.27% in FY 2022-23 to 6.62% in FY 2023- 24. As described above, the increase in PAT, is largely attributed to increase in Revenue from operations and relative decrease in Cost of Operating Expenses, Finance Costs, Depreciation and Amortisation Expense and Other Expenses which is partially offset by increase in Tax expenses during FY 2023-24. DISCUSSION ON THE STATEMENT OF CASH FLOWS The following table sets forth certain information relating to our Company’s statement of cash flows for the previous three financial year: (₹ in Lakhs) For the Financial Year Ended March 31 Particulars 2025 2024 2023 Net cash flows generated from/ (used in) operating activities 226.72 341.08 352.52 Net cash flows generated from/ (used in) investing activities (408.60) (512.63) (164.42) Net cash flows generated from/ (used in) financing activities 178.39 171.73 (202.88) Net generated from/ (used in) cash and cash equivalents (3.48) 0.17 (14.79) Operating activities: For Financial Year 2024-25, net cash generated from operating activities was ₹226.72 lakhs. This comprised of the profit before tax of ₹410.26 lakhs, which was primarily adjusted for depreciation and amortization expenses of ₹296.64 lakhs, interest on Fixed Deposit of ₹1.42 lakhs, interest expenses of ₹77.61 lakhs and Profit on Disposal of assets of ₹7.84 lakhs. The resultant operating profit before working capital changes was ₹775.26 lakhs, which was primarily adjusted for an increase in trade receivables of ₹307.04 lakhs, Loans and Advances of ₹28.93 lakhs and other current & non-current assets of ₹70.48 lakhs, decrease in trade payables of ₹29.94 lakhs, Deferred Tax Asset (Net) of ₹9.22 lakhs, Other Current Liabilities of ₹7.63 lakhs and decrease in provisions of ₹14.61 lakhs and income tax paid of ₹109.91s lakhs For Financial Year 2023-24, net cash generated from operating activities was ₹341.08 lakhs. This comprised of the profit before tax of ₹358.14 lakhs, which was primarily adjusted for depreciation and amortization expenses of ₹255.15 lakhs, interest on Fixed Deposit of ₹ 0.22 lakhs, interest expenses of ₹76.44 lakhs and (Profit)/Loss on Disposal of assets of ₹(7.99) lakhs. The resultant operating profit before working capital changes was ₹681.52 lakhs, which was primarily adjusted for an increase in trade receivables, Loans and Advances and other current and non-current assets of ₹282.11 lakhs, ₹72.21 lakhs and ₹37.17 lakhs respectively, increase in trade payables, long & short term provisions and other Liabilities of ₹79.47 lakhs, ₹44.37 lakhs and ₹28.35 lakhs respectively, increase in Deferred Tax Asset (Net) of ₹8.04 lakhs and income tax paid of ₹93.10 lakhs. For Financial Year 2022-23, net cash generated from operating activities was ₹352.52 lakhs. This comprised of the profit before tax of ₹199.36 lakhs, which was primarily adjusted for depreciation and amortization expenses of ₹201.12 lakhs, interest expense of ₹66.78 lakhs and (Profit)/Loss on Disposal of assets of ₹(47.66) lakhs. The resultant operating profit before working capital changes was ₹419.60 lakhs, which was primarily adjusted for an increase trade receivables and other current and non-current assets of ₹244.00 lakhs and ₹21.31 lakhs respectively, decrease in Loans and Advances of ₹13.46 lakhs, increase in trade payables of ₹216.46 lakhs, increase in long term provisions & short term provisions of ₹48.80 lakhs, decrease in other current liabilities and Deferred Tax Asset (Net) of ₹22.22 lakhs and ₹5.60 lakhs respectively and income tax paid of ₹63.87 lakhs. Investing Activities Page | 239For Financial Year 2024-25, net cash used in investing activities was ₹408.60 lakhs, which primarily comprised of purchase of Property, Plant and Equipment of ₹297.97 lakhs, proceeds from sale of fixed assets of ₹11.59 lakhs, interest on Fixed Deposit of ₹ 1.42 lakhs and increase in Capital Work in Progress of ₹123.63 lakhs. For Financial Year 2023-24, net cash used in investing activities was ₹512.63 lakhs, which primarily comprised of purchase of Property, Plant and Equipment of ₹296.79 lakhs, proceeds from sale of Property, Plant and Equipment of ₹14.22 lakhs, increase in Intangible Assets under Development of ₹1.50 lakhs, interest on Fixed Deposit of ₹ 0.22 lakhs, increase in Capital Work in Progress of ₹162.78 lakhs and investment in shares of ₹66.00 lakhs. For Financial Year 2022-23, net cash used in investing activities was ₹164.42 lakhs, which primarily comprised of purchase of Property, Plant and Equipment of ₹210.08 lakhs, proceeds from sale of Property, Plant and Equipment of ₹47.66 lakhs and increase in Intangible Assets under Development of ₹2.00 lakhs. Financing activities For Financial Year 2024-25, net cash generated from financing activities was ₹178.39 lakhs, which predominantly comprised of Proceeds from Long Term Borrowings of ₹622.34 lakhs, repayment of Long Term Borrowings of ₹442.85 lakhs, Proceeds from Short Term Borrowings of ₹100.00 lakhs and repayment of Short Term Borrowings of ₹23.48 lakhs which was partially offset by interest paid of ₹77.61 lakhs. For Financial Year 2023-24, net cash generated from financing activities was ₹171.73 lakhs, which predominantly comprised of Proceeds from Share Application Money Pending Allotment of ₹20.00 lakhs, Proceeds from Long Term Borrowings of ₹646.77 lakhs, repayment of Long Term Borrowings of ₹491.22 lakhs, Proceeds from Short Term Borrowings of ₹69.43 lakhs which was partially offset by interest paid of ₹73.24 lakhs. For Financial Year 2022-23, net cash used in financing activities was ₹202.88 lakhs, which predominantly comprised of Proceeds from Long Term Borrowings of ₹171.81 lakhs, repayment of Long Term Borrowings of ₹333.46 lakhs and interest paid of ₹66.78 lakhs which was partially offset by Proceeds from Share Application Money Pending Allotment of ₹20.00 lakhs and Net Proceeds from Short Term Borrowings of ₹5.55 lakhs. INDEBTNESS As of March 31, 2025, we had total outstanding indebtedness of ₹ 1,208.54 lakhs, which comprises of long-term borrowings amounting to ₹705.53 lakhs and short-term borrowings of ₹503.01 lakhs. The following table sets out our indebtedness as of March 31, 2025, March 31, 2024 and March 31, 2023: (Amount ₹ in Lakhs) As of March 31, Particulars 2025 2024 2023 Long term borrowing (excluding current maturity) Secured: From Banks 1,098.94 926.12 721.29 Current Maturities of Long-Term Debt (421.23) (367.65) (303.48) Unsecured: Loan from Directors 27.82 19.70 - Loan From Others - - 2.10 Rupee Loan from IDFC bank - 1.46 4.17 Sub Total (A) 705.53 579.62 424.08 Short term borrowings Secured: Loan from Bank 0.26 0.26 - Bank Overdraft 81.52 5.00 - Current Maturities of Long-Term Debt 421.23 367.65 303.48 Sub Total (B) 503.01 372.91 303.48 Total (A+B) 1,208.54 952.53 727.56 Page | 240CAPITAL EXPENDITURE IN LAST THREE YEARS Our net capital expenditures include expenditures on tangible assets which primarily include Plant & Machinery (For running), Plant & Machinery (For others), Furniture & Fixtures, Computers, Office Equipment and Motor Vehicle. The following table sets out our net capital expenditures for the financial year ended March 31, 2025, 2024 and 2023: (Amount ₹ in Lakhs) For the Financial Year ended on March 31 Particulars 2025 2024 2023 Property Plant & Equipment Tangible Assets Plant & Machinery (For running) 391.08 205.27 106.05 Plant & Machinery (For others) 2.74 3.00 3.44 Furniture & Fixtures 0.42 1.54 0.54 Computers 1.96 1.35 1.45 Office Equipment 0.07 0.56 - Motor Vehicle - 0.70 - Total 396.28 212.43 111.47 RELATED PARTY TRANSACTIONS For further information please refer “Annexure-XXXI - Restated Standalone Statement of Related Party Transactions” and “Annexure-XXIX - Restated Consolidated Statement of Related Party Transactions” under the Chapter titled “Restated Financial Information” under section “Restated Financial Information” beginning from page no. 176 of this Prospectus. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the course of undertaking our business, we are exposed to the following risks arising from financial instruments, which include credit risk, liquidity risk and market risk. Our primary focus is to achieve better predictability of financial markets and seek to minimize potential adverse effects on our financial performance. Credit Risk Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss. The potential activities where credit risks may arise include from security deposits with bank, trade receivables, loans and advances and other financial assets. The maximum credit exposure associated with financial assets is equal to the carrying amount. Our exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit approvals, establishing credit limits, and continuously monitoring the creditworthiness of customers to which our Company grants credit terms in the normal course of business. Liquidity Risk Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. Our financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We have practiced financial diligence and syndicated adequate liquidity in all business scenarios. Market Risk Market risk is the risk that results in changes in market prices, such as foreign exchange rates, interest rates and other price like equity prices, which will affect our income or the value of our holdings of financial instruments. Our Company's interest rate exposure is mainly related to debt obligations outstanding. EFFECT OF INFLATION We are affected by inflation as it has an impact on the Cost of operating expense, wages, etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact. Page | 241INFORMATION REQUIRED AS PER ITEM (11) (II) (C) (iv) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS, 2018: 1. Unusual or infrequent events or transactions Except as described in this Prospectus, there have been no other events or transactions to the best of our knowledge which may be described as “unusual” or “infrequent”. 2. Significant economic changes that materially affected or are likely to affect income from continuing operations. Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in “Factors Affecting our Results of Operations” and the uncertainties described in the section entitled “Risk Factors” beginning on page no. 28. To our knowledge, except as we have described in the Prospectus, there are no known factors which we expect to bring about significant economic changes. 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 titled “Risk Factors” beginning on page no. 28, 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, in case of events such as future increase in labour or material costs or prices that will cause a material change are known. Apart from the risks as disclosed under Section titled “Risk Factors” beginning on page no. 28, there are no known factors that may adversely affect our business prospects, results of operations and financial condition. 5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices. Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. Increases in revenues are by and large linked to increase in revenue from Sale of Services i.e. i) Transportation & Allied services and ii) Warehousing services and also dependent on the price realization. 6. Total turnover of each major industry segment in which the issuer company operated. We operate in only one major segment. 7. Status of any publicly announced new products or business segment. Otherwise as stated in the Prospectus and in the section “Business Overview” beginning on page no. 124, our company has not publicly announced any new business segment till the date of this Prospectus. 8. The extent to which business is seasonal. Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. Business of our company to that extent is not seasonal in nature. Hence, our business is not subject to seasonality or cyclicality. 9. Any significant dependence on a single or few suppliers or customers. Page | 242The percentage of contribution of our Company’s customer vis-à-vis the total revenue from operations respectively for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023 on Restated Standalone Basis is as follows: % Contribution to revenue from operations Particulars For the financial year ended March 31 2025 2024 2023 Top Customer 14.71 16.72 18.54 Top 3 Customers 34.55 36.43 32.59 Top 5 Customers 46.28 47.36 44.03 Top 10 Customers 64.46 66.46 61.27 The percentage of contribution of our Company’s supplier vis-à-vis the total purchase respectively for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023 on Restated Standalone Basis is as follows: % Contribution to Purchases^ Particulars For the financial year ended March 31 2025 2024 2023 Top Supplier 26.12 22.65 20.70 Top 3 Suppliers 41.74 44.32 38.94 Top 5 Suppliers 44.42 50.88 45.52 Top 10 Suppliers 48.17 56.91 51.07 ^Total purchases considered for the above calculation include Cost of Operating expenses except Vehicles passing & Permission expense, Toll expense, Warehouse Rent and Insurance which are incurred on Cash Basis. 10. Competitive conditions: We face competition from existing and potential competitors which is common for any business. We have, over a period, developed certain competitors who have been discussed in the chapter titled “Business Overview” beginning on page no. 124 of this Prospectus. [Remainder of the page has been intentionally left blank] Page | 243CAPITALISATION STATEMENT BASED ON RESTATED STANDALONE FINANCIAL INFORMATION The following table sets forth our Company’s capitalization as of March 31, 2025, derived from our Restated Standalone Financial Information, and as adjusted for the Issue. This table should be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Restated Financial Information” and “Risk Factors” on pages 231, 176 and 28, respectively. (₹ in Lakhs) Adjusted for the Particulars Pre-issue Issue Borrowings Short Term Borrowings (A) 503.01 503.01 Long Term Borrowings (B) 705.53 705.53 Total Borrowings (C) 1,208.54 1,208.54 Shareholder's Funds Equity Share Capital 350.00 479.60 Reserve and Surplus - as restated 412.27 1,254.67 Total Shareholder’s Funds (D) 762.27 1,734.27 Total Long Term Borrowings / Total Shareholder’s Funds (times) (B/D) 0.93 0.41 Total Borrowings / Total Shareholder’s Funds (times) (C/D) 1.59 0.70 Notes: 1. - Short term Borrowings represent Borrowings which are expected to be paid/payable within 12 months and includes Current Maturities of Long Term Borrowings. 2. - Long term Borrowings represent Borrowings other than short term Borrowings as defined above. 3. - The figures disclosed above are based on restated standalone statement of Assets and Liabilities of the Company as at 31.03.25. 4. - The figures for the financial statement line items under the “Adjusted for the Proposed Issue” column are without consideration of any transactions or movements in such line item subsequent to March 31, 2025 except for the effect of Equity Shares to be issued through the Fresh Issue. . [Remainder of the page has been intentionally left blank] Page | 244BASED ON RESTATED CONSOLIDATED FINANCIAL INFORMATION The following table sets forth our Company’s capitalization as of March 31, 2025, derived from our Restated Consolidated Financial Information, and as adjusted for the Issue. This table should be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Restated Financial Information” and “Risk Factors” on pages 231, 176 and 28, respectively. (₹ in Lakhs) Adjusted for the Particulars Pre-issue Issue Borrowings Short Term Borrowings (A) 623.67 623.67 Long Term Borrowings (B) 741.17 741.17 Total Borrowings (C) 1,364.85 1,364.85 Shareholder's Funds Equity Share Capital 350.00 479.60 Reserve and Surplus - as restated 529.61 1,372.01 Total Shareholder’s Funds (D) 879.61 1,851.61 Total Long Term Borrowings / Total Shareholder’s Funds (times) (B/D) 0.84 0.40 Total Borrowings / Total Shareholder’s Funds (times) (C/D) 1.55 0.74 Notes: 1. - Short term Borrowings represent borrowings which are expected to be paid/payable within 12 months and includes Current Maturities of Long Term Borrowings. 2. - Long term Borrowings represent Borrowings other than short term Borrowings as defined above. 3. - The figures disclosed above are based on restated standalone statement of Assets and Liabilities of the Company as at 31.03.25. 4. - The figures for the financial statement line items under the “Adjusted for the Proposed Issue” column are without consideration of any transactions or movements in such line item subsequent to March 31, 2025 except for the effect of Equity Shares to be issued through the Fresh Issue. [Remainder of the page has been intentionally left blank] Page | 245SECTION X – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS Except as stated in this section, there are no:(i) outstanding criminal proceedings (including first information reports, whether cognizance has been taken or not, initiated by or against our Company, Directors, Promoters, Key Managerial Personnel, Senior Managerial Personnel and Subsidiary Company); (ii) outstanding actions taken by statutory or regulatory authorities against our Company, Directors, Promoters, Key Managerial Personnel, Senior Managerial Personnel and Subsidiary Company; (iii) outstanding claims relating to direct and indirect taxes by or against our Company, Directors, Promoters and Subsidiary Company; (iv) outstanding disciplinary actions including penalties imposed by SEBI or Stock Exchanges against the Promoters in the last five financial years, including any outstanding action; (v) Material Litigation (as defined below); involving our Company, Directors, Promoters and Subsidiary Company. For the purposes of (v) above, in terms of the Materiality Policy adopted by our Board pursuant to a resolution dated May 14, 2025 any pending litigation / arbitration proceedings involving the Relevant Parties shall be considered “material” for the purposes of disclosure in this Prospectus, if (i) the aggregate amount involved in such individual litigation exceeds 5% of profit after tax of the Company, as per the last audited financial statements for full financial year; or (ii) Litigation where the value or expected impact in terms of value, exceeds the lower of the following: (a) Two percent of turnover, as per the latest annual restated consolidated financial statements of the issuer; or (b) Two percent of net worth, as per the latest annual restated consolidated financial statements of the issuer, except in case the arithmetic value of the net worth is negative; or (c) Five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated consolidated financial statements of the issuer. Where the monetary liability is not quantifiable or does not exceed the threshold mentioned in point (i) & (ii) above, such litigations whose outcome would have a bearing on the business operations, prospects or reputation of our Company. Notices received by Company, Promoters or Directors, as the case may be, from third parties (excluding statutory/regulatory authorities or notices threatening criminal action) shall, in any event, not be evaluated for materiality until such time that the Company / Directors / Promoters / Subsidiary, as the case may be, are impleaded as parties in proceedings before any judicial forum. Further, it is clarified that for the purpose of the above, any tax litigation which involves a claim greater than the materiality threshold as defined above, will be disclosed individually and pre-litigation notices received by our Company or Directors or Promoters or Subsidiary Company from third parties shall in no event be considered as litigation until such time that our Company or Directors or Promoters or Subsidiary Company are impleaded as defendants in litigation proceedings before any judicial forum and accordingly have not been disclosed in this section. The Company has a policy for identification of Material Outstanding Dues to Creditors in terms of the SEBI (ICDR) Regulations, 2018 as amended for creditors where outstanding due to any one of them exceeds 10% of the Company’s trade payables as per the last audited financial statements. LITIGATION INVOLVING THE COMPANY (a) Criminal proceedings against the Company As on the date of this Prospectus, there are no outstanding criminal proceedings initiated against the Company. (b) Criminal proceedings filed by the Company As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by the Company. (c) Other pending material litigations against the Company As on the date of this Prospectus, there are no outstanding material litigation initiated against the Company. (d) Other pending material litigations filed by the Company As on the date of this Prospectus, there are no outstanding material litigation initiated by the Company. (e) Actions by statutory and regulatory authorities against the Company Page | 246As on the date of this Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated against the Company. LITIGATIONS INVOLVING THE PROMOTERS & DIRECTORS OF THE COMPANY (a) Criminal proceedings against the Promoters & Directors of the company As on the date of this Prospectus, there are no outstanding criminal proceedings initiated against the Promoters & Directors of the Company. (b) Criminal proceedings filed by the Promoters & Directors of the company As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by the Promoters & Directors of the Company. (c) Other pending material litigations against the Promoters & Directors of the company As on the date of this Prospectus, there are no outstanding litigations initiated against the Promoters & Directors, which have been considered material by the Company in accordance with the Materiality Policy. (d) Other pending material litigations filed by the Promoters & Directors of the company As on the date of this Prospectus, there are no outstanding litigations initiated by the Promoters & Directors, which have been considered material by the Company in accordance with the Materiality Policy. (e) Actions by statutory and regulatory authorities against the Promoters & Directors of the company As on the date of this Prospectus, there are no outstanding actions initiated by the statutory and regulatory authorities against the Promoters & Directors. (f) Disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoters in the last five financial years, including outstanding action As on the date of this Prospectus, there are no outstanding actions by SEBI or stock exchanges against the Promoters, nor any penalties have been imposed in the last five years. LITIGATIONS INVOLVING THE SUBSIDIARY COMPANY OF THE COMPANY (a) Criminal proceedings against the subsidiary company of the company As on the date of this Prospectus, there are no outstanding criminal proceedings initiated against the subsidiary company of the company. (b) Criminal proceedings filed by the subsidiary company of the company As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by the subsidiary company of the company. (c) Other pending material litigations against the subsidiary company of the company As on the date of this Prospectus, there are no outstanding litigations initiated against the subsidiary company, which have been considered material by the Company in accordance with the Materiality Policy. (d) Other pending material litigations by the subsidiary company of the company As on the date of this Prospectus, there are no outstanding litigations initiated by the subsidiary company, which have been considered material by the Company in accordance with the Materiality Policy. (e) Actions by statutory and regulatory authorities against the subsidiary company of the company As on the date of this Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated against the subsidiary company. LITIGATION INVOLVING THE KMPs OTHER THAN DIRECTORS (a) Criminal proceedings against the KMPs (other than directors) As on the date of this Prospectus, there are no outstanding criminal proceedings initiated against the Key Managerial Personnel of the Company. (b) Criminal proceedings filed by the KMPs (other than directors) Page | 247As on the date of this Prospectus, there are no outstanding criminal proceedings filed by the Key Managerial Personnel of the Company. (c) Actions by statutory and regulatory authorities against the KMPs (other than directors) As on the date of this Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated against the Key Managerial Personnel. TAX PROCEEDINGS Nature of Proceedings Number of cases Amount involved (₹ in lakhs) Of the Company TDS 2 0.02 Indirect Tax (GST) (Delhi) 1 38.95 Of the Subsidiary Company TDS 2 0.02 AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS The Board of Directors of our Company considers dues exceeding 10% of our Company’s Trade payables as per last consolidated audited financial statements, to small scale undertakings and other creditors as material dues for our Company. The trade payables for the Financial Year ended on March 31, 2025 were ₹ 146.20 lakhs. Accordingly, a creditor has been considered ‘Material’ if the amount due to such creditor exceeds ₹ 14.62 lakhs. This materiality threshold has been approved by our Board of Directors pursuant to the resolution passed on August 01, 2024. Based on these criteria, details of outstanding dues owed, based on Restated Consolidated basis, as on March 31, 2025 by our Company on are set out below: (₹ in lakhs) Types of creditors Number of Amount involved creditors Total outstanding dues to micro and small & medium enterprises 224 116.23 Total outstanding dues to creditors other than micro and small & 55 29.97 medium enterprises Total 279 146.20 Total outstanding dues to Material Creditors 1 23.59 Source: As certified by M/s Jain Agarwal & Company, Chartered Accountants vide their certificate dated July 28, 2025 having UDIN: 25516377BMJOPY8290. The details pertaining to net outstanding dues towards our material creditors as on March 31, 2025 (along with the names and amounts involved for each such material creditor) are available on the website of our Company at www.bltlogistics.com. It is clarified that such details available on our website do not form a part of this Prospectus. MATERIAL DEVELOPMENTS OCCURRING AFTER LAST BALANCE SHEET DATE Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of Operations” beginning on page no. 231 of this Prospectus, there have been no material developments that have occurred after the Last Balance Sheet date. Page | 248GOVERNMENT AND OTHER APPROVALS Our Company has received the necessary licenses, permissions and approvals from the Central and State Governments and other government agencies/regulatory authorities/certification bodies required to undertake the Issue or continue our business activities. Our Company undertakes to obtain all material approvals and licenses and permissions required to operate our present business activities. It must, however, be distinctly understood that in granting the approvals, the Government of India and other authorities do not take any responsibility for the financial soundness of our Company or for the correctness of any of the statements or any commitments made or opinions expressed in this behalf. Following statements set out the details of licenses, permissions and approvals obtained by the Company under various central and state legislations for carrying out its business activities. The Main Objects clause of the Memorandum of Association enables our Company to undertake its present business activities. The Company has obtained following Approvals/ Licences/ consents and permissions from the Government and various Government Agencies required for its present business: APPROVALS FOR THE ISSUE 1. Corporate Approvals a. Our Board of Directors pursuant to a Board Resolution passed in its meeting held on July 15, 2024 authorised the issue subject to the approval of the shareholders of our Company under Section 62(1) (c) of the Companies Act, 2013 and such other authorities as may be necessary. b. The Issue of Equity Shares has been authorized by a special resolution adopted pursuant to Section 62(1) (c) of the Companies Act, 2013 in an Extraordinary General Meeting (EGM) held on July 25, 2024. c. Our Board Approved the Draft Red Herring Prospectus pursuant to its Resolution dated September 28, 2024. d. Our Board Approved the Red Herring Prospectus pursuant to its Resolution dated July 29, 2025. e. Our Board Approved this Prospectus Pursuant to its Resolution dated August 06, 2025. 2. Lender’s Consent/No Objection Letter Our Company has received the consent letter dated June 11, 2025 from ICICI Bank. 3. Approvals from Stock Exchange In-Principle approval letter dated February 07, 2025 from BSE Limited for the listing of equity shares issued by our Company pursuant to the Issue. 4. Agreement with NSDL and CDSL a. The Company has entered into an agreement dated May 17, 2024 with the Central Depository Services (India) Limited (“CDSL”) and the Registrar and Transfer Agent, who in this case is Skyline Financial Services Private Limited for the dematerialization of its shares. b. The Company has entered into an agreement dated May 09, 2024 with the National Securities Depository Limited (“NSDL”) and the Registrar and Transfer Agent, who in this case is Skyline Financial Services Private Limited for the dematerialization of its shares. c. The Company’s International Securities Identification Number (“ISIN”) is INE0W4K01013. INCORPORATION RELATED APPROVALS Sr. Nature of License / Applicable Issuing Date of Date of CIN No. Registration/Approval Laws Authority Issue Expiry 1. Certificate of U63000DL2011PTC224622 Companies Registrar of September Valid Incorporation of ‘BLT Act, 1956 Companies, 06, 2011 until Logistics Private NCT of cancelled Limited’. Delhi and Haryana 2. Fresh Certificate of U63000DL2011PLC224622 Companies Registrar of February Valid Incorporation on change Act, 2013 Companies, 09, 2024 until in the name from ‘BLT Delhi cancelled Page | 249Logistics Private Limited’ to ‘BLT Logistics Limited’. TAX RELATED APPROVALS Sr. Description Registration Number Applicable Issuing Date of Issue Date of No. Laws Authority Expiry 1. Permanent Account AAECB6895R Income Tax Income Tax September 06, Valid Number (“PAN”) Act, 1961 Department 2011 until cancelle d 2. T ax Deduction DELB20454A Income Tax Income Tax February 26, Valid Account Number Act, 1961 Department 11, 2024 until (“TAN”) cancelle d 3. C ertificate of 07AAECB6895R1ZP Goods and Government March 23, Valid Registration for Goods Services Tax of India 2024 until and Services Tax Act, 2017 cancelle (Delhi) d 4. C ertificate of 27AAECB6895R1ZN Goods and Government January 14, Valid Registration for Goods Services Tax of India 2025 until and Services Tax Act, 2017 cancelle (Thane) d 5. C ertificate of 06AAECB6895R1ZR Goods and Government January 08, Valid Registration for Goods Services Tax of India 2025 until and Services Tax Act, 2017 cancelle (Gurugram) d 6. C ertificate of 29AAECB6895R1ZJ Goods and Government April 27, 2025 Valid Registration for Goods Services Tax of India until and Services Tax Act, 2017 cancelle (Karnataka) d 7. C ertificate of 19AAECB6895R1ZK Goods and Government July 14, 2025 Valid Registration for Goods Services Tax of India until and Services Tax Act, 2017 cancelle (West Bengal) d 8. C ertificate of 99834845151P The Commercial May 15, 2024 Valid Enrollment for Maharashtra Taxes until Profession Tax State Tax on Department, cancelle (Maharashtra) Professions, Maharashtra d Trades, Callings and Employments Rules, 1975. 9. C ertificate of 27302269971P The Commercial March 28, Valid Registration for Maharashtra Taxes 2024 until Profession Tax State Tax on Department, cancelle (Maharashtra) Professions, Maharashtra d Trades, Callings and Employments Rules, 1975. 10. C ertificate of 1106080166 The Karnataka Commercial April 09, 2025 Valid Enrollment for Tax on Taxes until Profession Tax Professions, Department, cancelle (Karnataka) Trades, Karnataka d Callings and Page | 250Sr. Description Registration Number Applicable Issuing Date of Issue Date of No. Laws Authority Expiry Employments Act, 1976. 11. C ertificate of 331854462 Karnataka Tax Government June 14, 2025 Valid Registration for on of Karnataka until Profession Tax Professions, cancelle (Karnataka) Trades, d Callings and Employments Act, 1976 12. C ertificate of 193000811585 West Bengal West Bengal June 20, 2025 Valid Registration for State Tax on South Range Valid w.e.f. until Profession Tax (West Professions, May-2025 cancelle Bengal) Trades, d Callings and Employments Act, 1979 (West Ben. Act VI of 1979) 13. C ertificate of 194001208372 West Bengal West Bengal June 20, 2025 Valid Enrolment for State Tax on South Range until Profession Tax (West Professions, cancelle Bengal) Trades, d Callings and Employments Act, 1979 (West Ben. Act VI of 1979) BUSINESS RELATED APPROVALS Sr. Applicable Description Registration Number Issuing Authority Date of Issue No. Laws 1. Udyam UDYAM-DL-11-0004927 MSME MSME (Ministry of November 03, Registration Development Micro, Small & Medium 2020 Certificate Act, 2006 Enterprises) 2. Legal Entity 9845003J2F5CE467FA20 RBI LEI Register January 03, Identifier (LEI) 2024 Valid till January 03, 2026 3. FSSAI Licence 13325998000309 Food Safety and FSSAI, Govt. of India June 05, 2025 (Central Standards Act, valid till June License) 2006 04, 2026 4. Trade License MGTL05242235336217 Delhi Municipal Municipal Corporation of May 20, 2025 (Delhi) Corporation Delhi, valid upto Act, 1957 Central Licensing & March 31, Enforcement Cell 2026 5. Certificate of 3117 The West Govt. of West Bengal June 20, 2025 Registration for Bengal Valid upto trade Panchayat March 31, (West Bengal) (Gram 2028 Panchayat Administration) Rules, 2004 Page | 251Sr. Applicable Description Registration Number Issuing Authority Date of Issue No. Laws 6. Certificate of 20-562162 Karnataka Panchayat Development June 01, 2025 Registration for Municipal Officer, Dasanapura valid upto trade Corporation Gram Panchayat, Hobli, March 31, (Karnataka) Act, 1976 2026 LABOUR RELATED APPROVALS Sr. Applicable Issuing Date of Date of Description Registration Number No. Laws Authority Issue Expiry 1. Employees’ State 20001294270000999 Employees’ Sub-Regional January Valid until Insurance State Insurance Office, 24, 2019 cancelled Registration Act, 1948 Employees’ w.e.f Certificate (Plot no. State Insurance January 20, Sec-7, New Corporation, 01, 2019 Delhi) New Delhi 2. Employees’ State 69201294270010999 Employees’ Sub-Regional April 12, Valid until Insurance State Insurance Office, 2024 w.e.f cancelled Registration Act, 1948 Employees’ April 01, Certificate State Insurance 2024 (Gurgaon, Haryana) Corporation, Haryana 3. Employees’ State 34201294270010999 Employees’ Sub-Regional April 12, Valid until Insurance State Insurance Office, 2024 w.e.f cancelled Registration Act, 1948 Employees’ April 01, Certificate (Thane, State Insurance 2024 Maharashtra) Corporation, Thane 4. Employees’ State 49201294270010999 Employees’ Sub-Regional September Valid until Insurance State Insurance Office, 27, 2024 cancelled Registration Act, 1948 Employees’ w.e.f. Certificate State Insurance September (Bangalore, Corporation, 26, 2024 Karnataka) Bangalore 5. Employees’ DL/CPM/1839912000 The Assistant, January Valid until Provident Fund Employees’ Commissioner, 25, 2019 cancelled Registration Provident Employees’ Certificate Funds and Provident Fund Miscellaneous Organization Provisions Act, 1952 6. Registration Certificate: No. Delhi Shops Department of October Valid until Certificate under 2024193731 and Labour, 14, 2024 cancelled Shops and Establishments Government of Establishments Act Act, 1954 National (for Plot No. 304 Capital A/2 Kh 14/20/1 F/f, Territory of Patel Garden Delhi Kakrola, South West Delhi 110078) 7. Registration PSA/REG/GGN/LI- Punjab Shops Inspector, April 04, Valid until Certificate under Ggn-XIV/0327148 and Shops and 2024 cancelled Shops and Commercial Commercial Establishments Act Establishments Establishments (Gurugram) Act, 1958 8. Application for 2410200318668277 Maharashtra Deputy March 15, Valid until Page | 252Sr. Applicable Issuing Date of Date of Description Registration Number No. Laws Authority Issue Expiry Information under Shops and Commissioner, 2024 cancelled Shops and Establishment Labour, Thane, Establishments Act Rules, 2018 Maharashtra (Maharashtra) 9. Registration 50690000002097 Contract Deputy Labour May 02, March 31, Certificate under Labour Commissioner, 2025 2026 Contract Labour (Regulation & Labour (Regulation & Abolition) Act, Department Abolition) Act, 1970 1970 Govt of NCT of (for Plot No. 304 Delhi A/2 Khasra No.14/20/1, Patel Garden Kakrola, Delhi 110078) 10. Registration 27/NAR/CE/0002/2025 Karnataka Government of June 11, December Certificate under Shops and Karnataka: 2025 31, 2029 Karnataka Shops & Commercial Department of Commercial Establishments Labour Establishments Act, Act. 1961 1961 for warehouse at WH No.4/1, Ragavendranagar Dasanpura Hobli, Narayanappana Palya, Bengaluru – 562123 11. Registration PSA/REGAMB/LI- Punjab Shops Inspector, June 14, Exemption Certificate under AMB-3/0391959 & Commercial Shops and 2025 for renewal Punjab Shops & Establishments Commercial Commercial Act, 1958 Establishments, Establishments Act, Labour 1958 for Plot no. 31, Department Part no. 31, Part no. Haryana 32,33,34, Ganpati Logistics Compound, Dukheri Road, Mohra, Ambala Cantt, Dist. Ambala, Haryana 12. Shops and KL04022N2025001004 West Bengal Labour June 17, Valid Until Establishment (West Shops and Department, 2025 Cancelled Bengal) Establishment West Bengal Act, 1963 QUALITY CERTIFICATIONS Sr. Nature of Registration Issuing Authority Certificate No. Date of Issue Date of Expiry No Certificate for Quality Management System of the Company under ISO KVQA Certification December 22, December 21, 1. 9001:2015 with the services Private KDACQ202312114 2023 2026 following scope: Limited Transportation and Warehousing Services Page | 253APPROVALS OBTAINED IN RELATION TO INTELLECTUAL PROPERTY RIGHT (IPR). Sr. Registration Applicable Date of Description Issuing Authority Date of Issue No. Number/Mark/Label Laws Expiry 1. Registration BLT PACKERS & Trade Mark Registrar of February 12, August 27, for Trade MOVERS Act, 1999 Trademarks, Trade 2014 2032 Mark Registration No. Marks Registry w.e.f. August 2386330 in Class 39 27, 2012 DOMAIN NAME REGISTERED IN THE NAME OF THE COMPANY Sr. No. Domain Name Registrar Details IANA ID Creation Date Expiry Date 1. bltlogistics.com Network Solutions, 2 August 11, 2011 August 11, LLC 2025 MATERIAL LICENCES / APPROVALS OUR COMPANY/ PROMOTER HAS APPLIED FOR Our company has submitted an application to the concerned authorities for registration of the following: Sr. Nature of Application No./ Issuing Date of Status No. License/Application Receipt No. Authority Application 1. Application for 6228974 Trade Mark December 21, Objected registration of Trade Mark Registry 2023 under Class 39 for the Logo: 2. Application for including ARN – GST June 25, 2025 Pending Additional Place of AA060625056968M Department, Business at Ambala in the Haryana GST Registration Certificate for Haryana MATERIAL LICENCES/APPROVALS YET TO BE APPLIED Our company is yet to apply to the concerned authorities for change in the following licences required for the warehouse situated at 65/1, Heggadadevanapura, Huskur Road, Makali, DasanapuraHobli, Bengaluru North- 562123: 1. Change in Address in Profession Tax Enrolment Certificate under the Karnataka Tax on Profession, Trades, Callings and Employments Act, 1976; PENDING ADDRESS CHANGE AND NAME CHANGE A. Application made by the Company Our Company has made application for change of name and registered address pursuant to conversion of the Company from private to public for the following licenses: 1. Employees’ State Insurance Certificate under the Employees’ State Insurance Act, 1948. Page | 254APPROVALS OF THE SUBSIDIARY COMPANY “SABARMATI EXPRESS INDIA PRIVATE LIMITED” INCORPORATION RELATED APPROVALS Sr. Nature of License / CIN Applicable Issuing Date of Date of No. Registration/Approval Laws Authority Issue Expiry 1. Certificate of U60230DL2020PTC365294 Companies Registrar of June 27, Valid until Incorporation of Act, 2013 Companies, 2020 cancelled Sabarmati Express India Central Private Limited. Registration Centre TAX RELATED APPROVALS Sr. Description Registration Applicable Issuing Date of Date of No. Number Laws Authority Issue Expiry 1. Permanent Account ABDCS8412K Income Tax Act, Income Tax June 27, Valid Number (“PAN”) 1961 Department 2020 until cancelled 2. Tax Deduction Account DELS83591E Income Tax Act, Income Tax June 27, Valid Number (“TAN”) 1961 Department 2020 until cancelled 3. Certificate of Registration 07ABDCS8412K1Z4 Goods and Government of August Valid for Goods and Services Services Tax India 07, 2020 until Tax (Delhi) Act, 2017 cancelled BUSINESS RELATED APPROVALS Sr. Description Registration Applicable Issuing Authority Date of Date of No. Number Laws Issue Expiry 1. Udyam UDYAM-DL-11- MSME MSME (Ministry of April 26, Valid until Registration 0012891 Development Micro, Small & 2021 cancelled Certificate Act, 2006 Medium Enterprises) LABOUR RELATED APPROVALS Sr. Description Registration Applicable Issuing Date of Issue Date of No. Number Laws Authority Expiry 1. Registration Certificate 2024052203 Delhi Shops and Department of March 15, Valid until under Shops and Establishment Labour, 2024 cancelled Establishments Act Act, 1954 Government of (Delhi) NCT, Delhi MATERIAL LICENCES / APPROVALS OUR COMPANY/ PROMOTER HAS APPLIED FOR Our company has submitted an application to the concerned authorities for registration of the following: Sr. Nature of License/ Class Registration Issuing Date of Status No. Application No. Authority Application 1. Device Trade Mark 39 6386628 Trade Mark April 13, 2024 Registered Registry Page | 255SECTION XI – INFORMATION WITH RESPECT TO GROUP COMPANIES As per the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group Companies, our Company has considered those companies as our Group companies with which there were related party transactions as per the Restated Financial Information of our Company in any of the last three financial years and other Companies as considered material by our Board. Further, pursuant to a resolution of our Board dated August 1, 2024 for the purpose of disclosure in relation to Group companies in connection with the Issue, a company shall be considered material and disclosed as a Group company if such company fulfills both the below mentioned conditions: i. Such company that forms part of the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations; and ii. Our Company has entered into one or more transactions with such company in any of the last three financial years and stub period as the case of the company as per Restated Financial Information. Based on the above, our Company does not have “Group Companies” in terms of the definition provided for above, as on date of this Prospectus. [Remainder of the page has been intentionally left blank] Page | 256SECTION – XII – OTHER REGULATORY AND STATUTORY DISCLOSURES AUTHORITY FOR THE ISSUE The Board of Directors has, pursuant to a resolution passed at its meeting held on July 15, 2024 authorized the Issue, subject to the approval of the shareholders of the Company under Section 62(1)(c) and all other applicable provisions of the Companies Act, 2013. The shareholders of the Company have, pursuant to a special resolution passed in Extraordinary General Meeting (EGM) held on July 25, 2024 authorized the Issue under Section 62(1)(c) and all other applicable provisions of the Companies Act, 2013. Our Company has received an In-Principle Approval letter dated February 07, 2025 from BSE for using its name in this Prospectus for listing our shares on the SME Platform of BSE. BSE is the Designated Stock Exchange for the purpose of this Issue. Our Board has approved the Draft Red Herring Prospectus through its resolution dated September 28, 2024. Our Board has approved the Red Herring Prospectus through its resolution dated July 29, 2025. Our Board has approved this Prospectus through its resolution dated August 06, 2025. PROHIBITION BY SECURITIES MARKET REGULATORS Our Company, our Promoters, our Directors and our Promoters Group have not been prohibited from accessing the capital market or debarred from buying, selling, or dealing in securities under any order or direction passed by the Board or any securities market regulators in any other jurisdiction or any other authority/ court. CONFIRMATIONS 1. Our Company, our Promoters, Promoter Group are in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018 to the extent applicable. – Not Applicable 2. None of our Directors are, in any manner, associated with the securities market and there has been no action initiated by SEBI against the Directors of our Company in the five years preceding the date of this Prospectus. 3. There has been no action taken by SEBI against any of our Directors or any entity with which our Directors are associated as Promoters or directors. PROHIBITION BY RBI OR GOVERNMENTAL AUTHORITY Neither our Company, nor our Promoters or Directors have been identified as wilful defaulters or Fraudulent Borrowers by the RBI or any other governmental authority. ELIGIBILITY FOR THE ISSUE Our Company is eligible to make this initial public offer in terms of Regulation 228 of Chapter IX of the SEBI (ICDR) Regulations, 2018 as: a) Neither the Issuer, nor any of our Promoters, Promoter Group or Directors are debarred from accessing the capital market by the Board; b) None of our Promoters or Directors is a promoter or director of any other company which is debarred from accessing the capital market by the Board; c) Neither the Issuer or nor any of our Promoters or Directors is a wilful defaulter or a fraudulent borrower. d) None of our Promoters or Directors is a fugitive economic offender; e) There are no outstanding convertible securities or any other rights which entitle any person to receive equity shares of the Issuer as on the date of this Prospectus. Provided that the provisions of this clause e) shall not apply to: (i) outstanding options granted to employees, whether currently an employee or not, pursuant to an employee stock option scheme in compliance with the Companies Act, 2013, the relevant Guidance Note or accounting standards, if any, issued by the Institute of Chartered Accountants of India or pursuant to the Companies Act, 2013, in this regard; Page | 257Note: There are no outstanding options granted to employees, whether currently employed or not, pursuant to any employee stock option scheme in compliance with the Companies Act, 2013, the relevant Guidance Note or accounting standards issued by the Institute of Chartered Accountants of India, or any provisions thereof (ii) fully paid-up outstanding convertible securities which are required to be converted on or before the date of filing of the Prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be.” Note: There are no fully paid-up outstanding convertible securities which are required to be converted on or before the date of filing of this Prospectus. Further, our Company whose post issue paid-up capital is less than ₹ 10 Crore is eligible for the Issue in accordance with Regulation 229(1) of Chapter IX of the SEBI (ICDR) Regulations, 2018. Further, it is confirmed that in accordance with Regulation 230 (1) (a) of the SEBI (ICDR) Regulations, an application is being made to BSE and BSE is the designated stock exchange. In accordance with Regulation 230 (1) (b) of the SEBI (ICDR) Regulations, we have entered into an agreement with depositories for the dematerialisation of our specified securities already issued and proposed to be issued. In accordance with Regulation 230 (1) (c) of the SEBI (ICDR) Regulations, all our present equity shares are fully paid- up. In accordance with Regulation 230 (1) (d) of the SEBI (ICDR) Regulations, all the specified securities held by our promoters are already in dematerialised form. In terms of Regulation 229(3) of the SEBI (ICDR) Regulations, 2018, we confirm that we have fulfilled the eligibility criteria for the SME Platform of BSE Limited, which are as under: 1. INCORPORATION The Company shall be incorporated under the Companies Act, 1956/2013 in India: Our Company was originally registered in the name of “BLT Logistics Private Limited” and received a certificate of incorporation dated September 06, 2011, from the Registrar of Companies, National Capital Territory of Delhi & Haryana under The Companies Act, 1956. Later on, our Company was converted into a Public Limited Company pursuant to a shareholders resolution passed at the Extra-ordinary General Meeting of our Company held on December 30, 2023, and the name of our Company was changed to “BLT Logistics Limited”. A fresh Certificate of Incorporation consequent upon Conversion from Private Limited Company to Public Limited Company dated February 09, 2024, was issued by the Registrar of Companies, Delhi. Hence, our Company satisfies this criteria. 2. POST ISSUE PAID UP CAPITAL The post issue paid up capital of the company (face value) shall not be more than ₹ 2,500.00 Lakhs: The present paid-up capital of our Company is ₹350.00 Lakhs and we are proposing issue of 12,96,000 Equity Shares of ₹ 10/- each at Issue price of ₹ 75 per Equity Share including share premium of ₹ 65 per Equity Share, aggregating to ₹ 972.00 Lakhs. The post issue paid up capital (Face Value) of the company will be ₹ 479.60 Lakh. Hence, the company has fulfilled the criteria of post issue paid up capital of not more than ₹ 10 crores. 3. NETWORTH The Net worth of the company shall at least ₹ 100.00 Lakhs for 2 preceding full financial years: Based on Restated Standalone Financial Information (₹ in Lakhs) For the financial year ended as on March 31 Particulars 2025 2024 2023 Paid-up share capital 350.00 350.00 10.00 Add/ (Less): All reserves created out of the profits and securities premium account and debit or credit balance of profit and loss 412.27 111.92 146.89 account Add/ (Less): the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written - - - off, as per the audited balance sheet, but does not include Page | 258reserves created out of revaluation of assets, write-back of depreciation and amalgamation Net Worth, as restated 762.27 461.92 156.89 The Net worth of the Company on restated standalone basis for the financial year ended on March 31, 2025 is ₹ 762.27 lakhs and for the financial year ended on March 31, 2024, is ₹461.92 lakhs. This demonstrates that our Company’s Net Worth has exceeded the threshold of ₹100.00 lakhs for the preceding full financial year 2024-25 and 2023-24. The company has complied with the net worth criteria as required. Based on Restated Consolidated Financial Information (₹ in Lakhs) For the financial year ended as on March 31 Particulars 2025 2024 Paid-up share capital 350.00 350.00 Add/ (Less): All reserves created out of the profits and securities premium account and debit or credit balance of profit and loss 529.61 145.75 account Add/ (Less): the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the (1.81) (1.81) audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation Net Worth, as restated 877.80 493.94 The Net worth of the Company on restated consolidated basis for the financial year ended on March 31, 2025 is ₹ 877.80 lakhs and for the financial year ended on March 31, 2024, is ₹ 493.94 lakhs. This demonstrates that our Company’s Net Worth has exceeded the threshold of ₹100.00 lakhs for the preceding full financial year 2024-25 and 2023-24. The company has complied with the net worth criteria as required. 4. NET TANGIBLE ASSET The Net Tangible Asset shall ₹ 300.00 Lakhs in last preceding (full) financial year: Our Company confirms that it has achieved the criteria of net tangible asset for the last preceding (full) financial year, 2024-25, which exceeds the required ₹ 300.00 lakhs. Based on Restated Standalone Financial Information (₹ in Lakhs) For the financial year ended as on March 31 Particulars 2025 2024 2023 Net Asset of the Company 762.27 461.92 156.89 Add/ (Less): Intangible assets as defined in Accounting Standard (3.50) (3.50) (2.00) (AS 26) Add/ (Less): Deferred Tax Assets as defined in Accounting Standard (AS 22), excluding the impact of deferred tax liabilities, (20.04) (10.82) (2.79) if any Net tangible assets, as restated 738.73 447.60 152.10 Based on Restated Consolidated Financial Information (₹ in Lakhs) For the financial year ended as on March 31 Particulars 2025 2024 Net Asset of the Company 879.61 495.75 Add/ (Less): Intangible assets as defined in Accounting Standard (3.50) (3.50) (AS 26) Add/ (Less): Deferred Tax Assets as defined in Accounting (24.89) (11.06) Standard (AS 22), excluding the impact of deferred tax Page | 259For the financial year ended as on March 31 Particulars 2025 2024 liabilities, if any Net tangible assets, as restated 851.22 481.19 Hence, the company has fulfilled the criteria of net worth of at least ₹100.00 lakhs crore for 2 preceding full financial years. 5. TRACK RECORD The track record of Applicant Company seeking listing should be at least 3 years. Where the applicant company has taken over a proprietorship concern/ registered partnership firm/ LLP, then the track record together with such proprietorship concern/ registered firm/ LLP should be at least 3 years. Provided, the applicant company seeking listing should have a track record of operations for at least one full financial year and audited financial results for one full financial year: Our Company was originally registered in the name of “BLT Logistics Private Limited” and received a certificate of incorporation dated September 06, 2011, from the Registrar of Companies, National Capital Territory of Delhi & Haryana under The Companies Act, 1956. Later on, our Company was converted into a Public Limited Company pursuant to a shareholders resolution passed at the Extra-ordinary General Meeting of our Company held on December 30, 2023, and the name of our Company was changed to “BLT Logistics Limited”. A fresh Certificate of Incorporation consequent upon Conversion from Private Limited Company to Public Limited Company dated February 09, 2024, was issued by the Registrar of Companies, Delhi. Hence, our Company satisfies the criteria for the track record of at least 3 years. 6. EARNINGS BEFORE INTEREST, DEPRECIATION AND TAX The Company confirms that it has operating profits (earnings before interest, depreciation and tax) from operations for 2 out of 3 latest financial years preceding the application: Our Company confirms that it has achieved operating profits (earnings before interest, depreciation, and tax) from operations for each of the last three financial years preceding the application date. The details are as follows: Based on Restated Standalone Financial Information (₹ in Lakhs) For the financial year ended as on March 31 Particulars 2025 2024 2023 Net Profit as Restated 300.35 265.04 135.49 Add: Depreciation 296.64 255.15 201.12 Add: Finance Cost 78.98 76.53 66.92 Add: Income Tax/ Deferred Tax 109.91 93.10 63.87 (Less): Other Income (26.32) (32.37) (68.81) Operating Profit, as restated 759.56 657.46 398.60 Based on Restated Consolidated Financial Information (₹ in Lakhs) For the financial year ended as on March 31 Particulars 2025 2024 Net Profit as Restated 383.86 312.98 Add: Depreciation 360.62 362.94 Add: Finance Cost 94.81 101.75 Add: Income Tax/ Deferred Tax 143.07 108.48 (Less): Other Income (26.41) (38.64) Operating Profit, as restated 955.97 847.52 Hence, our Company satisfies the criteria of having operating profit (earnings before interest, depreciation and tax) from operations for 2 out of 3 latest financial years preceding the application date. Page | 2607. LEVERAGE RATIO Leverage ratio of not more than 3:1: Our Company confirms that it has complied with the criteria of leverage ratio of not more than 3:1. Details of such ratio is as follows: Based on Restated Standalone Financial Information Particulars As at March 31, 2025 Total debt (A) (₹ in Lakhs) 1,208.54 Total Shareholders’ funds (B) (₹ in Lakhs) 762.27 Debt to equity ratio (C = A/B) 1.59 Based on Restated Consolidated Financial Information Particulars As at March 31, 2025 Total debt (A) (₹ in Lakhs) 1,364.85 Total Shareholders’ funds (B) (₹ in Lakhs) 879.61 Debt to equity ratio (C = A/B) 1.55 Hence, our Company satisfies the criteria of leverage ratio of not more than 3:1. 8. DISCIPLINARY ACTION ➢ The Company confirms that no regulatory action of suspension of trading against the promoter(s) or companies promoted by the promoters by any stock Exchange having nationwide trading terminals. ➢ The Company further confirms that the Promoters or directors are not the promoters or directors (other than independent directors) of compulsory delisted companies by the Exchange and neither they are the promoters or directors of such companies on which the consequences of compulsory delisting is applicable/attracted or companies that are suspended from trading on account of noncompliance. ➢ Our directors are not be disqualified/ debarred by any of the Regulatory Authority. 9. DEFAULT Our company confirms that there are no pending defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders by our company, our promoters, subsidiary or promoting company(ies). 10. NAME CHANGE Except conversion of Company from Private Limited to Public Limited, our Company confirms that there has been no name change within the last one year. OTHER REQUIREMENTS We confirm that: i. The Company has not been referred to NCLT under IBC; ii. There is no winding up petition against the company, which has been admitted by the court or a liquidator has not been appointed; iii. No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against our company; iv. The Net worth computation is computed as per the definition given in SEBI (ICDR) Regulations; v. There has been no change in the promoter of the company in preceding one year from date of filing the application to BSE for listing under SME segment; vi. Additionally, in compliance of regulation 229(5) of SEBI (ICDR) Regulations, 2018, in cases where there is a complete change of promoter of the issuer or there are new promoter(s) of the issuer who have acquired more than fifty per cent of the shareholding of the issuer, the issuer shall file draft offer document only after a period of one year from the date of such final change(s). - Not Applicable as there has not been a complete change of promoter of the company or acquisition of more than 50% of the shareholding of the Company by any new promoter(s). Page | 261vii. The composition of the board is in compliance with the requirements of Companies Act, 2013 at the time of in- principle approval; viii. None of the Issues managed by Book Running Lead Manager are returned by BSE in last six months from the date of this Prospectus; ix. The Company has a website: www.bltlogistics.com; x. 100% of the Promoter’s shareholding in the Company is in Dematerialised form; xi. Our Company shall mandatorily facilitate trading in demat securities and have entered into tripartite agreement with both the depositories i.e. NSDL & CDSL along with our Registrar for facilitating trading in dematerialized mode. The Company’s shares bear an ISIN: INE0W4K01013; xii. There is no default in payment of interest and/or principal to the debenture / bond / fixed deposit holders, banks, FIs by the Company, promoter / promoting Company(ies), group companies, companies promoted by the promoter / promoting company(ies) during the past three years. We confirm that: i. There is no material regulatory or disciplinary action taken by a stock exchange or regulatory authority in the past one year in respect of Promoter/promoting Company(ies), companies promoted by the Promoter/promoting companies of the Company; ii. There is no regulatory action of suspension of trading against our promoters or companies promoted by our promoters by any stock Exchange having nationwide trading terminals; iii. Our Promoters or directors are not the promoters or directors (other than independent directors) of compulsory delisted companies by the Exchange and the applicability of consequences of compulsory delisting is attracted or companies that are suspended from trading on account of non-compliance; iv. Our directors are not disqualified/ debarred by any of the Regulatory Authority; v. There is no default in payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks, FIs by the Company, Promoter/promoting Company(ies), companies promoted by the Promoter/promoting Company(ies) during the past three years. In terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, we confirm that: 1. In accordance with regulation 260 of the SEBI ICDR Regulations, this Issue is 100% underwritten by the BRLM in compliance of Regulations 260(1) and 260(2) of the SEBI (ICDR) Regulations, 2018. For details pertaining to underwriting by BRLM, please refer to Section titled “General Information” beginning on page no. 66 of this Prospectus. 2. In accordance with Regulation 261 of the SEBI (ICDR) Regulations, 2018, the BRLM will ensure compulsory market making for a minimum period of three years from the date of listing of Equity Shares Issue in the Initial Public Offer. For details of the market making arrangement, see Section titled “General Information” beginning on page no. 66 of this Prospectus. - Noted for Compliance 3. In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, 2018, we shall ensure that the total number of proposed allotees in the Issue is greater than or equal to fifty, otherwise, the entire application money will be refunded forthwith. If such money is not repaid within four days from the date our company becomes liable to repay it, then our company and every officer in default shall, on and from expiry of four days, be liable to repay such application money, with interest at rate of fifteen per cent per annum and within such time as disclosed in the Issue document and BRLM shall ensure the same. - Noted for Compliance 4. In accordance with Regulation 246 the SEBI (ICDR) Regulations, 2018, we shall also ensure that we submit the soft copy of Issue Document through BRLM immediately up on registration of the Issue Document with the Registrar of Companies along with a Due Diligence Certificate including additional confirmations. However, SEBI shall not issue any observation on our Draft Red Herring Prospectus. We further confirm that we shall be complying with all the other requirements as laid down for such an issue under Chapter IX of SEBI (ICDR) Regulations 2018, as amended from time to time and subsequent circulars and guidelines issued by SEBI and the Stock Exchange. SEBI DISCLAIMER CLAUSE Page | 262“IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE BOOK RUNNING LEAD MANAGER HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, BEELINE CAPITAL ADVISORS PRIVATE LIMITED HAS FURNISHED TO STOCK EXCHANGE/SEBI, A DUE DILIGENCE CERTIFICATE DATED JULY 29, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THE FILING OF THE OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE DOCUMENT.” ALL LEGAL REQUIREMENTS PERTAINING TO THIS ISSUE WILL BE COMPLIED WITH AT THE TIME OF FILING OF THE PROSPECTUS WITH THE REGISTRAR OF COMPANIES, DELHI, IN TERMS OF SECTION 26, 30 AND SECTION 32 OF THE COMPANIES ACT, 2013. DISCLAIMER CLAUSE OF THE BSE As required, a copy of the Draft Red Herring Prospectus has been submitted to the SME platform of BSE Limited. The disclaimer clause as intimated by BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is read as under: “BSE Limited (“BSE”) has vide its letter dated February 7, 2025, given permission to “BLT Logistics Limited” to use its name in the Offer Document as the Stock Exchange on whose Small and Medium Enterprises Platform (“SME platform”) the Company’s securities are proposed to be listed. BSE has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to the Company. BSE does not in any manner: i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or ii. warrant that this Company's securities will be listed on completion of Initial Public Offering or will continue to be listed on BSE; or iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares are offered by the Company and investors are informed to take the decision to invest in the equity shares of the Company only after making their own independent enquiries, investigation and analysis. The price at which the equity shares are offered by the Company is determined by the Company in consultation with the Merchant Banker (s) to the issue and the Exchange has no role to play in the same and it should not for any reason be deemed or construed that the contents of this offer document have been cleared or approved by BSE. Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Page | 263v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including loss of profits incurred by any investor or any third party that may arise from any reliance on this offer document or for the reliability, accuracy, completeness, truthfulness or timeliness thereof. vi. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for complying with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE/other regulatory authority. Any use of the SME platform and the related services are subject to Indian laws and Courts exclusively situated in Mumbai.” CAUTION-DISCLAIMER FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER The Company, the Directors accept no responsibility for statements made otherwise than in this Prospectus or in the advertisements or any other material issued by or at instance of the issuer and that anyone placing reliance on any other source of information would be doing so at their own risk. The BRLM accepts no responsibility for statements made otherwise than in this Prospectus or in the advertisements or any other material issued by or at instance of the issuer and that anyone placing reliance on any other source of information, including Company’s website: www.bltlogistics.com in would be doing so at their own risk. The Company, the Directors and the BRLM accept no responsibility for statements made otherwise than in this Prospectus or in the advertisements or any other material issued by or at instance of the issuer and that anyone placing reliance on any other source of information, including Company’s website: www.bltlogistics.com would be doing so at their own risk. CAUTION The Book Running Lead Manager (“BRLM”) accepts no responsibility, save to the limited extent as provided in the Issue Agreement dated August 01, 2024 and Supplementary Agreement to Issue Agreement dated July 28, 2025 and August 06, 2025 entered into between the BRLM, and our Company and the Underwriting Agreement dated September 20, 2024 and Supplementary Agreement to Underwriter Agreement dated July 28, 2025 between Book Running Lead Manager and our Company and the Market Making Agreement dated September 20, 2024 and Supplementary Agreement to Market Making Agreement dated July 28, 2025 entered among the Market Maker, Book Running Lead Manager and our Company. All information shall be made available by us and BRLM to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at collection centres etc. The BRLM and their respective associates and affiliates may engage in transactions with, and perform services for, our Company and our Promoters Group, affiliates or associates in the ordinary course of business and have engaged, or may in future engage, in commercial banking and investment banking transactions with our Company and our Promoters Group, affiliates or associates for which they have received, and may in future receive, compensation. Note: Investors that apply in this Issue will be required to confirm and will be deemed to have represented to our Company, the Underwriters and BRLM and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our company and will not Issue, sell, pledge or transfer the Equity Shares of our company to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our company. Our Company, the Underwriters and BRLM and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our company. DISCLAIMER IN RESPECT OF JURISDICTION This Issue is being made in India to persons resident in India including Indian nationals resident in India who are not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under the applicable trust law and who are authorized under their constitution to hold and invest in shares, and any FII sub –account registered with SEBI which is a foreign corporate or Foreign individual, permitted insurance companies and pension funds and to FIIs and Eligible NRIs. This Prospectus does not, however, constitute an invitation to subscribe to Equity Shares Issue hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation in such jurisdiction. Any person into whose Page | 264possession the Prospectus comes is required to inform him or herself about and to observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Delhi only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. Accordingly, our Company’s Equity Shares, represented thereby, may not be offered or sold, directly or indirectly, and Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of Prospectus nor any sale here under shall, under any circumstances, create any implication that there has been any change in our Company’s affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date. DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT, 1993 The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold (i) in the United States only to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and in compliance with the applicable laws of the jurisdiction where those offers and sales occur. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each applicant, wherever requires, agrees that such applicant will not sell or transfer any Equity Share or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India. FILING OF DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS /PROSPECTUS WITH THE BOARD AND THE REGISTRAR OF COMPANIES The Draft Red Herring Prospectus has been filed with BSE Limited, 25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai - 400001. The Draft Red Herring Prospectus was not filed with SEBI, nor will SEBI issue any observation on the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus in terms of Regulation 246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018 and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of RHP has been filed with/ Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in. A copy of Red Herring Prospectus was made available on website of the company www.bltlogistics.com, Book Running Lead Manager www.beelinemb.com and stock exchange www.bsesme.com. A copy of the Red Herring Prospectus, along with the material contracts and documents referred elsewhere in the Red Herring Prospectus, was filed with Registrar of Companies, Delhi and the same was also available on the website of the company www.bltlogistics.com and a copy of the Prospectus required to be filed under Section 26 of the Companies Act, will be filed with the RoC situated at Registrar of Companies, Delhi through the electronic portal at http://www.mca.gov.in/mcafoportal. and the same will also be available on the website of the company www.bltlogistics.com for inspection. LISTING Application is to be made to the SME Platform of BSE for obtaining permission to deal in and for an official quotation of our Equity Shares. BSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue. Our Company has received an In-Principle Approval letter dated February 07, 2025 from BSE for using its name in this offer document for listing our shares on the SME Platform of BSE. Page | 265If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the BSE, the Company shall refund through verifiable means the entire monies received within Four days of receipt of intimation from stock exchange rejecting the application for listing of specified securities, and if any such money is not repaid within four days after the company becomes liable to repay it the company and every director of the company who is an officer in default shall, on and from the expiry of the fourth day, be jointly and severally liable to repay that money with interest at the rate of fifteen per cent per annum. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the SME Platform of BSE mentioned above are taken within Three Working Days from the Issue Closing Date. IMPERSONATION Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who – (a). makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or (b). makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c). Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447.” The liability prescribed under Section 447 of the Companies Act, 2013 - any person who is found to be guilty of fraud involving an amount of at least ten lakh rupees or one per cent. of the turnover of the company, whichever is lower shall be punishable with imprisonment for a term which shall not be less than six months but which may extend to ten years (provided that where the fraud involves public interest, such term shall not be less than three years) and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud. Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to fifty lakh rupees or with both. CONSENTS The written consents of Promoter, Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory Auditor and Peer Review Auditor, Bankers to the Company, Banker to the Issue, Legal Advisor to the Issue, the Book Running Lead Manager to the Issue, Underwriter, Registrar to the Issue and Market Maker to act in their respective capacities have been obtained. Above consents were filed along with a copy of the Red Herring Prospectus with the ROC, as required under Sections 26 and 32 of the Companies Act, 2013 and such consents have not been withdrawn up to the time of delivery of the Prospectus for registration with the ROC. In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations 2018, M/s Jain Agarwal & Company, Chartered Accountant, our Statutory Auditors of the Company have agreed to provide their written consent to the inclusion of their respective reports on (i) “Statement of Tax Benefits” dated July 22, 2025 relating to the possible tax benefits and (ii) Examination Report dated July 21, 2025 relating to the Restated Consolidated Financial Information and Restated Standalone Financial Information as included in this Prospectus in the form and context in which they appear therein and such consent and reports have not been withdrawn up to the time of delivery of this Prospectus. EXPERT OPINION Except for reports and certificates from Peer Review Auditors to the extent and in our capacity as the Peer Review Auditor and Statutory Auditor of the Company and in respect of the Examination Report on Restated Standalone Financial Information, the examination report on Restated Financial Information and certificates issued in relation to the Initial Public Offer (IPO) and Legal advisors to the issue in relation to the Legal Due Diligence Report, we have not obtained any other expert opinions. PREVIOUS PUBLIC OR RIGHTS ISSUE Page | 266Our Company has not undertaken any previous public issue during the last five years. For details of rights issue, please refer section titled “Capital structure” beginning on page no. 77. UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION We have not made any previous public issues. Therefore, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring for or agreeing to procure subscription for any of the Equity Shares of the Company since its inception. CAPITAL ISSUE DURING THE LAST THREE YEARS Except as disclosed in the section titled “Capital structure” beginning on page no. 77 of this Prospectus, our Company has not made any capital issues in the last three years preceding the date of this Prospectus. Further, our company does not have any listed Group Companies/ Subsidiaries/ Associates, hence issue of capital during the last three years is not applicable. PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE BRLM For details regarding the price information and track record of the past issues handled by Beeline Capital Advisors Private Limited, as specified in the circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015, issued by SEBI is as follows: TABLE 1 SME IPO: +/- % Change in +/- % Change in +/- % Change in Closing Price, Closing Price, Opening Closing Price, (+/- Issue (+/- % Change (+/- % Change Issue Price on % Change in Sr. Size (₹ in Closing in Closing Issuer Name Price Listing Date Listing Closing No. in Benchmark) Benchmark) (₹) Date Benchmark) Cr.) 30thCalendar 90thCalendar (₹) 180thCalendar Days from Days from Days from Listing Listing Listing Nisus Finance December +174.47% 104.50% +45.07% 1. 114.24 180.00 225.00 Services Co Limited 11, 2024 (-4.79%) (-9.09%) (0.81%) Toss The Coin December +348.79 104.73% 137.20% 2. 9.17 182.00 345.80 Limited 17, 2024 (-4.91%) (-8.50%) (+0.54%) Anya Polytech and January 02, 58.57% 55.00% 87.86% 3. 44.80 14.00 17.10 Fertilizers Limited 2025 (-2.81%) (-4.23%) (+5.49%) Parmeshwar Metal January 09, 4.34% 1.85% 4.92% 4. 24.74 61.00 84.50 Limited 2025 (0.31%) (-4.37%) (+7.50%) B.R.Goyal January 14, -19.07% -18.89% 9.70 5. Infrastructure 85.21 135.00 135.75 2025 (-0.43%) (-1.75%) (+7.84) Limited H.M. Electro Mech January 31, -20.89% 1.16% -10.67 6. 27.74 75.00 81.00 Limited 2025 (-5.55%) (+3.24%) (+4.95) Solarium Green February 13, 18.93% 50.60% 7. 105.04 191.00 202.00 N.A. Energy Limited 2025 (-3.03%) (+6.58%) April 03, 15.70% 12.98% 8. Identixweb Limited 16.63 54.00 55.00 N.A. 2025 (+5.51%) (+9.70%) Neptune June 04, 17.54% 9. Petrochemicals 73.20 122.00 132.75 N.A. N.A. 2025 (+3.19%) Limited Cryogenic OGS July 10, 10. 17.77 47.00 89.30 N.A. N.A. N.A. Limited 2025 Monarch Surveyors July 29, 11. and Engineering 93.75 250.00 421.25 N.A. N.A. N.A. 2025 Consultants Limited Source: Price Information www.bseindia.com and www.nseindia.com, Issue Information from respective Prospectus. MAIN BOARD IPO: Page | 267+/- % Change in +/- % Change in +/- % Change in Closing Price, Closing Price, Opening Closing Price, (+/- Issue (+/- % Change (+/- % Change Price on % Change in Sr. Size (₹ Issue in Closing in Closing Issuer Name Listing Date Listing Closing No. in Price (₹) Benchmark) Benchmark) Date Benchmark) Cr.) 30thCalendar 90thCalendar (₹) 180thCalendar Days from Days from Days from Listing Listing Listing Mamata Machinery December 72.74% 44.81% 74.14% 1 179.35 243.00 600.00 Limited 27, 2024 (-3.31%) (-1.79%) (+4.26%) Borana Weaves May 27, 1.76% 2 144.89 216.00 243.00 N.A. N.A. Limited 2025 (+1.48%) Source: Price Information www.bseindia.com and www.nseindia.com, Issue Information from respective Prospectus. As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum 10 issues (Initial Public Offer) managed by the Book Running Lead Manager. Hence, disclosure pertaining to recent 10 issues handled by the Book Running lead manager are provided. Note: 1. The S&P BSE Sensex and NSE Nifty are considered as the Benchmark. 2. “Issue Price” is taken as “Base Price” for calculating % Change in Closing Price of the respective Issues on 30th / 90th/180th Calendar days from listing. 3. “Closing Benchmark” on the listing day of respective scripts is taken as “Base Benchmark” for calculating % Change in Closing Benchmark on 30th / 90th/180th Calendar days from listing. Although it shall be noted that for comparing the scripts with Benchmark, the +/- % Change in Closing Benchmark has been calculated based on the Closing Benchmark on the same day as that calculated for the respective script in the manner provided in Note No. 4 below. 4. In case 30th/ 90th/180th day is not a trading day, closing price on BSE/NSE of the previous trading day for the respective Scripts has been considered, however, if scripts are not traded on that previous trading day then the last trading price has been considered. SUMMARY STATEMENT OF DISCLOSURE TABLE 2 SME IPO: Nos. of IPO trading at Nos. of IPO trading at Nos. of IPO trading at Nos. of IPO trading at Total discount as on 30th premium as on 30th discount as on 180th premium as on 180th Total Funds calendar day from calendar day from calendar day from calendar day from Financial No. of Raised listing date listing date listing date listing date Year IPOs (₹ in Between Less Between Less Between Less Between Less Over Over Over Over Cr.) 25- than 25- than 25- than 25- than 50% 50% 50% 50% 50% 25% 50% 25% 50% 25% 50% 25% 2025-26 4 201.35 - - - - - 2 - - - - - - 2024-25 24 1165.44 - - 4 14 - 6 - 5 3 9 2 4 2023-24 21 770.18 3 13 3 2 2 2 15 1 1 2022-23 12 232.94 - 1 2 3 2 4 - 1 1 3 2 5 2021-22 N.A. MAIN BOARD IPO: Nos. of IPO trading at Nos. of IPO trading at Nos. of IPO trading at Nos. of IPO trading at discount as on 30th premium as on 30th discount as on 180th premium as on 180th Total Total calendar day from calendar day from calendar day from calendar day from Financial No. Funds listing date listing date listing date listing date Year of Raised (₹ Between Less Between Less Between Less Between Less IPOs in Cr.) Over Over Over Over 25- than 25- than 25- than 25- than 50% 50% 50% 50% 50% 25% 50% 25% 50% 25% 50% 25% 2025-26 1 144.89 - - - - - 1 - - - - - - 2024-25 1 179.35 - - - 1 - - - - - 1 - - 2023-24 NIL 2022-23 NIL 2021-22 N.A Notes: 1. Listing date is considered for calculation of total number of IPO’s in the respective financial year. 2. In the event any day falls on a holiday, the price/index of the immediately preceding working day has been considered. If the stock was not traded on the said calendar days from the date of listing, the share price is taken on the immediately preceding trading day. 3. Source: www.bseindia.com and www.nseindia.com PERFORMANCE VIS-A-VIS OBJECTS Page | 268Since, neither our Company nor our Promoter’s Group Companies/Entities have made any previous rights or public issues during the last five years and our company does not have any Listed Subsidiary/Listed Promoters, Performance vis-a-vis Objects is not applicable. STOCK MARKET DATA FOR OUR EQUITY SHARES This being an Initial Public Offering of the Equity Shares of our Company, the Equity Shares are not listed on any stock exchange. MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES The Registrar Agreement provides for the retention of records with the Registrar to the Issue for a period of at least eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchange, subject to agreement with our Company for storage of such records for longer period, to enable the investors to approach the Registrar to the Issue for redressal of their grievances. In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/51 date April 20, 2021 and SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be compensated by the SCSBs at the rate higher of ₹100 per day or 15% per annum of the application amount in the events of delayed or withdrawal of applications, blocking of multiple amounts for the same UPI application, blocking of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially allotted applications for the stipulated period. In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the Book Running Lead Manager shall compensate the investors at the rate higher of ₹100 per day or 15% per annum of the application amount. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, Bid application number, number of Equity Shares Bid for, amount paid on Bid application and the bank branch or collection center where the application was submitted. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB or the member of the Syndicate (in the Specified Cities) or the Sponsor Bank, as the case may be, where the Application Form was submitted by the ASBA Bidder or through UPI Mechanism, giving full details such as name, address of the Bidder, Bid application number, UPI Id, number of Equity Shares applied for, amount blocked on application and designated branch or the collection center of the SCSBs or the member of the Syndicate (in the Specified Cities), as the case may be, where the Application Form was submitted by the ASBA Bidder or Sponsor Bank. Our Company has obtained authentication on the SCORES in terms of SEBI circular no. CIR/OIAE/1/2013 dated April 17, 2013 and comply with the SEBI circular (CIR/OIAE/1/2014/CIR/OIAE/1/2013) dated December 18, 2014 in relation to redressal of investor grievances through SCORES. Our Company has not received any complaints as on the date of this Prospectus. DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY Our Company estimates that the average time required by our Company or the Registrar to the Issue or the SCSB (in case of ASBA Bidders) or Sponsor Bank (in case of UPI Mechanism) or for redressal of routine investor grievances including through SEBI Complaint Redress System (SCORES) shall be 10 Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Our Company has constituted a Stakeholders Relationship Committee as follows: Name of the Directors Designation Nature of Directorship Naveen Kumar Gupta Chairperson Independent Director Rajni Sharma Member Independent Director Rakesh Kumar Member Whole Time Director Our Company has appointed Rama Kanojia as the Company Secretary and Compliance Officer who may be contacted in case of any pre-issue or post-issue related problems at the following address: Page | 269C/o. BLT Logistics Limited Plot No 304, A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, New Delhi, Delhi, India, 110078 Telephone No.: +91 11 3545 4842 Web site: www.bltlogistics.com E-Mail: cs@bltlogistics.com STATUS OF INVESTOR COMPLAINTS We confirm that we have not received any investor complaint during the three years preceding the date of this Prospectus and hence there are no pending investor complaints as on the date of this Prospectus. OTHER CONFIRMATIONS Any person connected with the Issue will not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the Issue, except for fees or commission for services rendered in relation to the Issue. FEES PAYABLE TO BRLM TO THE ISSUE The total fees payable to the BRLM will be as per the Memorandum of Understanding for Initial Public Offer, a copy of which is available for inspection at the Registered Office of our Company. FEES PAYABLE TO THE REGISTRAR TO THE ISSUE The fees payable to the Registrar to the Issue, for processing of Bidding application, data entry, printing of refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per the Agreement between the Company and the Registrar to the Issue. The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, communication expenses etc. Adequate funds will be provided to the Registrar to the Issue to enable it to send refund orders or Allotment advice by registered post/speed post or email. FEES PAYABLE TO OTHERS The total fees payable to the Sponsor Bank, Legal Advisor, Statutory Auditor and Peer Review Auditor, Market maker and Advertiser, etc. will be as per the terms of their respective engagement letters. CAPITALIZATION OF RESERVES OR PROFITS DURING LAST 5 (FIVE) YEARS Except as stated in the section titled “Capital Structure” beginning on page no. 77 of this Prospectus, our Company has not capitalized Reserves or Profits during last five years. LISTED VENTURES OF PROMOTERS There are no listed ventures of our Promoters as on date of filing of this Prospectus. OUTSTANDING DEBENTURES OR BONDS AND REDEEMABLE PREFERENCE SHARES AND OTHER INSTRUMENTS There are no outstanding debentures or bonds or redeemable preference shares and other instruments issued by the Company as on the date of this Prospectus. OPTION TO SUBSCRIBE Equity Shares being issued through the Prospectus can be applied for in dematerialized form only. REVALUATION OF ASSETS DURING THE LAST FIVE (5) YEARS Our Company has not revalued its assets during the last five years. EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY SEBI The Company has not sought for any exemptions from complying with any provisions of securities laws as on the date of this Prospectus. Page | 270SECTION XIII – ISSUE RELATED INFORMATION TERMS OF THE ISSUE The Equity Shares being issued pursuant to this issue shall be subject to the provision of the Companies Act, 2013, SEBI (ICDR) Regulations, 2018, SCRA, SCRR, Memorandum and Articles, the terms of this Prospectus, Application Form, the Revision Form, the Confirmation of Allocation Note (‘CAN‛) and other terms and conditions as may be incorporated in the Allotment advices and other documents/ certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws, guidelines, rules, notifications, and regulations relating to the issue of capital and listing of securities issued from time to time by SEBI, the Government of India, BSE, ROC, RBI and / or other authorities, as in force on the date of the Issue and to the extent applicable. Please note that, in accordance with the Regulation 256 of the SEBI (ICDR), Regulations, 2018 read with SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants has to compulsorily apply through the ASBA Process. As an alternate payment mechanism, Unified Payments Interface (UPI) has been introduced (vide SEBI Circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018) as a payment mechanism in a phased manner with ASBA for applications in public Offers by individual investors (who applies for minimum application size) through intermediaries (Syndicate members, Registered Stock-Brokers, Registrar and Transfer agent and Depository Participants). Further vide the said circular Registrar to the Issue and Depository Participants have been also authorised to collect the Application forms. Investors may visit the official website of the concerned stock exchange for any information on operationalization of this facility of form collection by Registrar to the Issue and DPs as and when the same is made available. AUTHORITY FOR THE ISSUE This Issue has been authorized by a resolution of the Board passed at their meeting held on July 15, 2024 subject to the approval of shareholders through a special resolution to be passed pursuant to section 62 (1) (c) of the Companies Act, 2013. The shareholders have authorized the Issue by a special resolution in accordance with Section 62 (1) (c) of the Companies Act, 2013 passed at the Extraordinary General Meeting (EGM) of the Company held on July 25, 2024. RANKING OF EQUITY SHARES The Equity Shares being issued shall be subject to the provisions of the Companies Act, 2013 and our Memorandum and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares of our Company including rights in respect of dividend. The allottees, upon Allotment of Equity Shares under this Issue, will be entitled to receive dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please refer to Section titled, “Description of Equity Shares and Terms of the Articles of Association”, beginning on page no. 313 of this Prospectus. MODE OF PAYMENT OF DIVIDEND Our Company shall pay dividend to the shareholders of our Company in accordance with the provisions of the Companies Act, 2013, as may be applicable, the Articles of Association of our Company, the provisions of the SEBI Listing Regulations and any other rules, regulations or guidelines as may be issued by the Government of India in connection there to and as per the recommendation by our Board of Directors and approved by our Shareholders at their discretion and will depend on a number of factors, including but not limited to earnings, capital requirements and overall financial condition of our Company. We shall pay dividends, if declared, as per provisions of the Companies Act, for further details in relation to dividends, please refer to Sections titled, “Dividend Policy” and “Description of Equity Shares and Terms of the Articles of Association”, beginning on page nos. 66 and 313 respectively, of this Prospectus. FACE VALUE, ISSUE PRICE, FLOOR PRICE AND PRICE BAND The face value of each Equity Share is ₹ 10/- and the Issue Price at the lower end of the Price Band is ₹ 71/- per Equity Share and at the higher end of the Price Band is ₹ 75/- per Equity Share. The Anchor Investor Issue Price is ₹ 75/- per Equity Share. The Price Band and the minimum Bid Lot has been decided by our Company, in consultation with the BRLM, and published by our Company in all edition of Financial Express (a widely circulated English national daily newspaper) and all edition of Jansatta (a widely circulated Hindi national daily newspaper and Delhi editions of Jansatta (a widely circulated Regional language daily newspaper, where our Registered Office is located) at least two Working Days prior to the Bid/ Issue Opening Date, and was made available to the Stock Exchange for the purpose of uploading the same on their website. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price was pre-filled in the Bid-cum-Application Forms available at the website of the Stock Exchange. The Issue Price has Page | 271been determined by our Company, in consultation with the BRLM, after the Bid/ Issue Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process. At any given point of time there shall be only one denomination of the Equity Shares of our Company. The Issue Price has been determined by our Company in consultation with the Book Running Lead Manager and is justified under the chapter titled “Basis of Issue Price” beginning on page no. 100 of this Prospectus. COMPLIANCE WITH THE DISCLOSURE AND ACCOUNTING NORMS AS PER SEBI (ICDR) REGULATIONS 2018 Our Company shall comply with all the applicable disclosure and accounting norms as specified by SEBI from time to time. RIGHTS OF THE EQUITY SHAREHOLDER Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders shall have the following rights: ● Right to receive dividend, if declared; ● Right to attend general meetings and exercise voting powers, unless prohibited by law; ● Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies Act; ● Right to receive annual reports and notices to members; ● Right to receive offers for rights shares and be allotted bonus shares, if announced; ● Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied; ● Right of free transferability, subject to applicable laws and regulations; and the Articles of Association of our Company; and ● Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, SEBI (LODR), 2015 and the Memorandum and Articles of Association of the Company. For further details on the main provision of our Company’s Articles of Association dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, etc., please refer to Section titled, “Description of Equity Shares and Terms of the Articles of Association”, beginning on page no. 313 of this Prospectus. MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum application size shall be two lots per application, provided that the minimum application size shall be above ₹2 lakhs. Pursuant to Section 29 of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. As per SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two agreements were signed by our Company with the respective Depositories and the Registrar to the Issue before filing this Prospectus: ● Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated May 09, 2024. ● Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated May 17, 2024. As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29 (1) of the Companies Act, 2013, the equity shares of an issuer shall be in dematerialized form i.e. not in the form of physical certificates, but be fungible and be represented by the statement issued through electronic mode. The trading of the Equity Shares will happen in the minimum bid lot size of 1600 Equity Shares and the same may be modified by the BSE Limited from time to time by giving prior notice to investors at large. Allocation and allotment of Equity Shares through this Issue will be done in multiples of 1600 Equity Shares subject to a minimum allotment of 3200 (for Individual Investors)/4800 for (NII/QIB investors) Equity Shares to the successful Applicants in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. MINIMUM NUMBER OF ALLOTTEES Further in accordance with the Regulation 268(1) of SEBI (ICDR) Regulations, the minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number of prospective allottees is less than 50, no allotment will be made pursuant to this Issue and all the monies blocked by SCSBs shall be unblocked within two (2) working days of closure of Issue. Page | 272JOINT HOLDERS Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity Shares as joint holders with benefits of survivorship. JURISDICTION Exclusive Jurisdiction for the purpose of this Issue is with the competent courts/authorities in Delhi, India. The Equity Share have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States and may not be issued or sold within the United States or to, or for the account or benefit of, ―U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being issued and sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those issues and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. NOMINATION FACILITY TO THE INVESTOR In accordance with Section 72 of the Companies Act, 2013, read with Companies (Share Capital and Debentures) Rules, 2014, the sole Applicant, or the first Applicant along with other joint Applicants, may nominate any one person in whom, in the event of the death of sole Applicant or in case of joint Applicants, death of all the Applicants, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office or Corporate Office or to the registrar and transfer agents of our Company. Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon production of such evidence, as may be required by the Board, elect either: 1. to register himself or herself as the holder of the equity shares; or 2. to make such transfer of the equity shares, as the deceased holder could have made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the equity shares, and if the notice is not complied with within a period of ninety (90) days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the equity shares, until the requirements of the notice have been complied with. Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a separate nomination with our Company. Nominations registered with respective depository participants of the applicant would prevail. If the Applicants require changing of their nomination, they are requested to inform their respective depository participant. WITHDRAWAL OF THE ISSUE Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the Issue Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the same newspapers in which the Pre-Issue and Price Band advertisements were published, within two (2) days of the Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The BRLMs through, the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA applicant within one (1) Working Day from the date of receipt of such notification. Our Company shall also inform the Stock Exchange on which Equity Shares are proposed to be listed. Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchange, which our Company shall apply for after Allotment. (ii) the final RoC approval of the Prospectus after it is filed with the RoC. If our Company in consultation with BRLM withdraws the Issue after the Issue Closing Date and Page | 273thereafter determines that it will proceed with an issue/issue for sale of the Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus with the Stock Exchange. PERIOD OF SUBSCRIPTION LIST OF PUBLIC ISSUE Events Indicative Dates Bid/Issue Opened Date* Monday, August 04, 2025* Bid/Issue Closing Date Wednesday, August 06, 2025 Finalization of Basis of Allotment with BSE On or before Thursday, August 07, 2025 Initiation of refunds / Unblocking of Funds from ASBA On or before Friday, August 08, 2025 Account** Credit of Equity Shares to Demat accounts of Allottees On or before Friday, August 08, 2025 Commencement of trading of the Equity Shares on BSE On or before Monday, August 11, 2025 *Our Company in consultation with the Book Running Lead Manager considered participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations. ** In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100/- per day for the entire duration of delay exceeding four Working Days from the Bid/Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. For the avoidance of doubt, the provisions of the SEBI circular dated March 16, 2021, as amended pursuant to SEBI circular dated June 2, 2021 shall be deemed to be incorporated in the agreements to be entered into by and between the Company and the relevant intermediaries, to the extent applicable. The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation on our Company and the BRLM. While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and commencement of trading of the Equity Shares on the Stock Exchange are taken within three Working Days of the Bid/Issue Closing Date or such other period as may be prescribed by the SEBI, the timetable may be extended due to various factors, such as extension of the Bid/Issue Period by our Company in consultation with the BRLM, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchange. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws. The SEBI is in the process of streamlining and reducing the post issue timeline for initial public offerings. Any circulars or notifications from the SEBI after the date of the Red Herring Prospectus may result in changes to the above-mentioned timelines. Further, the Issue procedure is subject to change to any revised circulars issued by the SEBI to this effect. The BRLM will be required to submit reports of compliance with listing timelines and activities, identifying non- adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. In terms of the UPI Circulars, in relation to the Issue, the BRLM will submit a report of compliance with T+3 listing timelines and activities, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Submission of Bids Bid/Issue Period (except the Bid/Issue Closing Date) Submission and Revision in Bids: Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”) Bid/Issue Closing Date Submission and Revision in Bids: Only between 10.00 a.m. and 3.00 p.m. IST On the Bid/Issue Closing Date, the Bids were uploaded until: i. 4.00 p.m. IST for all Bidders, and On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchange only for uploading Bids received from Individual Bidders (Who applies for minimum application size) after taking into account the total number of Bids received and as reported by the BRLM to the Stock Exchange. To avoid duplication, the facility of re-initiation provided to Syndicate Members, if any shall preferably be allowed only once per Bid/batch and as deemed fit by the Stock Exchange, after closure of the time for uploading Bids. Page | 274It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date. Any time mentioned in this Prospectus is Indian Standard Time. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in public issues, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids were accepted only during Monday to Friday (excluding any public holiday). None among our Company or any Member of the Syndicate shall be liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or blocking of application amount by the SCSBs on receipt of instructions from the Sponsor Bank on account of any errors, omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchange may be taken. MINIMUM SUBSCRIPTION This Issue is not restricted to any minimum subscription level and is 100% underwritten. As per Section 39 of the Companies Act, 2013, if the stated minimum amount has not been subscribed and the sum payable on application is not received within a period of 30 days from the date of the Prospectus, the application money has to be returned within such period as may be prescribed. If our Company does not receive the 100% subscription of the issue through the Issue Document including devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the issue, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond four days after our Company becomes liable to pay the amount, our Company and every officer in default will, on and from the expiry of this period, be jointly and severally liable to repay the money, with interest or other penalty as prescribed under the SEBI Regulations, the Companies Act 2013 and applicable law. In accordance with Regulation 260(1) of the SEBI (ICDR) Regulations, our Issue shall be hundred per cent underwritten. Thus, the underwriting obligations shall be for the entire hundred per cent of the issue including through the Red Herring Prospectus/Prospectus and shall not be restricted to the minimum subscription level. Further, in accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the number of prospective allottees to whom the Equity Shares will allotted will not be less than 50 (Fifty). Further, in accordance with Regulation 267(2) of the SEBI (ICDR) Regulations, our Company shall ensure that the minimum application size in terms of number of specified securities shall be two lots per application provided that the minimum application size shall be above ₹2 lakhs. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. MIGRATION TO MAIN BOARD An issuer, whose specified securities are listed on a SME Exchange of BSE Limited and whose post-issue paid-up capital is more than ten crore rupees and up to twenty-five crore rupees, may migrate its specified securities to the main board of the stock exchanges if its shareholders approve such a migration by passing a special resolution through postal ballot to this effect and if such issuer fulfils the eligibility criteria for listing laid down by the Main Board: Sr. No. Eligibility Criteria Details 1. Paid up capital and Paid-up capital of more than 10 Crores and Market Capitalisation should be minimum market Rs. 25 Crores capitalization 1. 2. Promoter holding Promoter(s) shall be holding at least 20% of equity share capital of the company at the time of making application. 2. 3. Financial • The applicant company should have positive operating profit (earnings before Parameters interest, depreciation and tax) from operations for at least any 2 out of 3 financial years and has positive Profit after tax (PAT) in the immediate preceding Financial Year of making the migration application to Exchange. • The applicant company should have a Net worth of at least Rs. 15 crores for 2 Page | 275Sr. No. Eligibility Criteria Details preceding full financial years. 3. 4. Track record of the The applicant company is listed on SME Exchange/ Platform having nationwide company in terms of terminals for atleast 3 years. listing/ regulatory actions, etc. 4. 5. Regulatory action • No material regulatory action in the past 3 years like suspension of trading against the applicant company, promoters/promoter group by any stock Exchange having nationwide trading terminals. • No Debarment of company, promoters/promoter group, subsidiary company by SEBI. • No Disqualification/Debarment of directors of the company by any regulatory authority. • The applicant company has not received any winding up petition admitted by a NCLT. 5. 6. Public Shareholder The applicant company shall have a minimum of 250 public shareholders as per the latest shareholding pattern. 6. 7. Other parameters • No proceedings have been admitted under the Insolvency and Bankruptcy Code like No. of against the applicant company and Promoting companies. shareholders, • No pending Defaults in respect of payment of interest and/or principal to the utilization of funds debenture/bond/fixed deposit holders by the applicant, promoters/promoter group /promoting company(ies), Subsidiary Companies. • The applicant company shall obtain a certificate from a credit rating agency registered with SEBI with respect to utilization of funds as per the stated objective pursuant to IPO and/or further funds raised by the company, if any post listing on SME platform. • The applicant company has no pending investor complaints. • Cooling off period of 2 months from the date the security has come out of trade-to- trade category or any other surveillance action. Note: In addition to the existing criteria, pursuant to the notification dated March 03, 2025 (F. No. SEBI/LAD- NRO/GN/2025/233) issued by Securities and Exchange Board of India, our company confirms that the where the post- issue paid-up capital pursuant to further issue of capital including by way of rights issue, preferential issue, bonus issue, is likely to increase beyond ₹25 crores, our company may undertake further issuance of capital without migration from SME exchange to the main board, subject to the issuer undertaking to comply with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to companies listed on the main board of the stock exchange(s). ARRANGEMENTS FOR DISPOSAL OF ODD LOTS The trading of the Equity Shares will happen in the minimum bid lot size of 1600 shares in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where the value of such shareholding is less than the minimum contract size allowed for trading on the SME Platform of BSE Limited. RESTRICTIONS, IF ANY, ON THE TRANSFER AND TRANSMISSION OF SHARES OR DEBENTURES AND ON THEIR CONSOLIDATION OR SPLITTING Except for lock-in of the pre-issue Equity Shares and Promoter’s minimum contribution in the Issue as detailed in the chapter “Capital Structure” beginning on page no. 77 of this Prospectus and except as provided in the Articles of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on the transmission of shares and on their consolidation/splitting except as provided in the Articles of Association. For details, please refer chapter titled “Description of Equity Shares and terms of the articles of association” on page no. 313 of this Prospectus. The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead Manager are not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of the Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares Applied for do not exceed the applicable limits under laws or regulations. Page | 276ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM As per Section 29 of the Companies Act, 2013 and in accordance with SEBI (ICDR) Regulations, every company making public Issues shall issue securities only in dematerialized form only. Hence, the Equity Shares being issued can be applied for in the dematerialized form only. Further, it has been decided by the SEBI that trading in securities of companies making an Initial Public Offer shall be in dematerialized form only. The Equity Shares on Allotment will be traded only on the dematerialized segment of the SME Platform of BSE Limited. Furnishing the details of the depository account is mandatory and applications without a depository account shall be treated as incomplete and rejected. MARKET MAKING The Equity Shares issued through this Issue are proposed to be listed on the SME Platform of BSE Limited, wherein Spread X Securities Private Limited is the Market Maker to this Issue shall ensure compulsory Market Making through the registered Market Makers of the BSE SME for a minimum period of three (3) years from the date of listing on the SME Platform of BSE Limited. For further details of the agreement entered into between our Company, the Book Running Lead Manager and the Market Maker please refer to section titled, “General Information” beginning on page no. 66 of this Prospectus. APPLICATION BY ELIGIBLE NRIS, FPIS/FIIS REGISTERED WITH SEBI, VCFS REGISTERED WITH SEBI AND QFI It is to be understood that there is no reservation for Eligible NRIs or FPIs/FIIs registered with SEBI or VCFs or QFIs. Such Eligible NRIs, QFIs, FIIs registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation. NRIs, FPIs/FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian company in a public Issue without the prior approval of the RBI, so long as the price of the equity shares to be issued is not less than the price at which the equity shares are issued to residents. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under the foreign direct investment (“FDI”) Policy and the non-resident shareholding is within the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. The current provisions of the Foreign Exchange Management (Transfer or Offer of Security by a Person Resident outside India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be subject to other investment restrictions under the Foreign Exchange Management (Transfer or Offer of Security by a Person Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors. The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the Government of India/RBI while granting such approvals. NEW FINANCIAL INSTRUMENTS There are no new financial instruments such as deep discounted bonds, debenture with warrants, secured premium notes, etc. issued by our Company. PRE-ISSUE AND PRICE BAND ADVERTISEMENT Subject to the provision of the Companies Act, 2013 our Company had, after registering the Red Herring Prospectus with the ROC published a pre-issue and price band advertisement, at least two working days prior to the opening of the issue in the format and containing the disclosures as specified in Part A of Schedule X of the SEBI (ICDR) Regulations, as amended. The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead Manager are not liable to inform the investors of any amendments or modifications or changes in applicable laws and regulations, which may occur after the date of this Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws and regulations. Page | 277ISSUE STRUCTURE This Issue is being made in terms of Regulation 229 (1) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time to time, whereby, an issuer whose post issue paid up capital is less than or equal to ₹ 10 crores, shall issue equity shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case being the SME Platform of BSE Limited). For further details regarding the salient features and terms of such an issue, please refer chapter titled “Terms of the Issue” and “Issue Procedure” beginning on page no. 271 and 281 respectively of this Prospectus. Initial Public Offer of 12,96,000 Equity Shares of ₹10 each (the "Equity Shares") for cash at a price of ₹ 75 per Equity Share including a share premium of ₹ 65/- per equity share (the "Issue Price"), aggregating to ₹ 972.00 lakhs (the "Issue"). Out of the total issue, 94,400 equity shares aggregating to ₹ 70.80 lakhs were reserved for subscription by Market Maker ("Market Maker Reservation Portion"). The issue less the market maker reservation portion i.e. issue of 12,01,600 equity shares of face value of ₹ 10 /- each at an Issue price of ₹ 75/- per equity share aggregating to ₹ 901.20 lakhs are hereinafter referred to as the "Net Issue". The issue and the net issue constituted 27.02% and 25.05%, respectively of the post Issue paid up equity share capital of our company. This Issue is being made by way of Book Building Process (1): Individual Investors (Who Particulars of the Market Maker Non-Institutional QIBs (1) applies for issue (2) Reservation Portion Investors minimum application size) 94,400 Equity Shares 5,98,400 Equity Shares 1,80,800 Equity Shares 4,22,400 Equity Number of Equity of face value of ₹10 of face value of ₹10 of face value of ₹10 Shares of face Shares available each aggregating to ₹ each aggregating to ₹ each aggregating to ₹ value of ₹10 each for allocation 70.80 Lakhs 448.80 Lakhs 135.60 Lakhs aggregating to ₹ 316.80 Lakhs Percentage of 7.28% of the issue Size Not more than 50% of Not less than 15% of Not less than 35% Issue Size the Net issue size was the Net Issue size was of the Net Issue available for available for allocation available for allocation. size was available allocation to QIBs. for allocation. However, 5% of net QIB Portion (excluding the Anchor Investor Portion) was available for allocation proportionately to Mutual Fund only. Mutual Funds participating in the Mutual Fund Portion were also eligible for allocation in the remaining QIB Portion. The unsubscribed portion in the Mutual Fund Portion will be added to the Net QIB Portion. Basis of Firm Allotment Proportionate as The Equity Shares The allotment to Allotment Follows (excluding the were available for each individual Anchor Investor allocation to Non- investors (who Portion: Institutional Investors applies for (a) 12,800 Equity under the Non- minimum Page | 278Individual Investors (Who Particulars of the Market Maker Non-Institutional QIBs (1) applies for issue (2) Reservation Portion Investors minimum application size) Shares, were made Institutional Portion, application size) available for allocation were subject to the shall not be less on a Proportionate following: than two Lots, basis to Mutual Funds (a) one third of the subject to only; and; portion was available availability of (b) 2,27,200 Equity to non-institutional Equity Shares in shares were made investors was reserved the individual available for allocation for applicants with investors (who on a proportionate basis application size of applies for to all QIBs including more than two lots and minimum Mutual Funds receiving up to such lots application size) allocation as per (a) equivalent to not more Portion and the above. than ₹10 lakhs; remaining (b) two third of the available Equity 3,58,400 Equity Shares portion was available Shares if any, shall were allocated on a to non-institutional be allotted on a discretionary basis to investors was reserved proportionate Anchor Investors of for applicants with basis. which one-third were application size of made available for more than ₹10 lakhs: allocation to Domestic Mutual Funds only, The allotment to each subject to valid Bid Non-Institutional received from Mutual Investors shall not be Funds at or above the less than the Minimum Anchor Investor Non-Institutional Allocation Price. application Size, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis, in accordance with the SEBI ICDR Regulations. Mode of Only through the Only through the Through ASBA Through ASBA Application ASBA process. ASBA process Process through banks Process through (excluding UPI or by using UPI banks or by using Mechanism) (except in Mechanism for UPI Mechanism case of Anchor payment to the extent for payment. Investors) of Bids up to ₹500,000. Minimum 94,400 Equity Shares Such number of Equity Such number of Equity 3200 Equity shares Application Size Shares in multiples of Shares in multiples of i.e. equivalent to 1600 Equity Shares 1600 Equity Shares two lots Equity with application size of with application size of Shares so that the Page | 279Individual Investors (Who Particulars of the Market Maker Non-Institutional QIBs (1) applies for issue (2) Reservation Portion Investors minimum application size) more than two lots of more than two lots of Bid Amount Equity Shares so that Equity Shares so that exceeds ₹ 2,00,000 the Bid Amount the Bid Amount exceeds ₹ 2,00,000 exceeds ₹ 2,00,000 Maximum 94,400 Equity Shares Such number of Equity Such number of Equity Application Size Shares and in multiples Shares in multiples of of 1600 Equity Shares 1600 Equity Shares not not exceeding the size exceeding the size of of the Net Issue, the issue (excluding the subject to applicable QIB portion), subject to limits. limits as applicable to the Bidder. Mode of Compulsorily in Dematerialised Form Allotment Trading Lot 1600 Equity Shares, 1600 Equity Shares and 1600 Equity Shares and 1600 Equity Shares however the Market in multiples thereof in multiples thereof and in multiples Maker may accept odd thereof lots if any in the market as required under the SEBI ICDR Regulations Terms of In case of Anchor Investors: Full Bid Amount was payable by the Anchor Investors at the time of Payment submission of their Bids(4). In case of all other bidders: Full Bid Amount was blocked by the SCSBs in the bank account of the ASBA Bidder (other than Anchor Investor) or by the Sponsor Bank through the UPI Mechanism, that was specified in the ASBA Form at the time of submission of the ASBA Form. (1) Our Company had, in consultation with the Book Running Lead Manager, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the price Anchor Investor Allocation Price. (2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Issue for at least 25% of the post issue paid-up Equity share capital of the Company. This Issue is being made through Book Building Process, wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations. (3) Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws. (4) Full Bid Amount was paid by the Anchor Investors at the time of submission of the Anchor Investor Application Forms. (5) In case of joint application, the Application Form should contain only the name of the First Applicant whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such First Applicant would be required in the Application Form and such First Applicant would be required in the Application Form and such First Applicant would be deemed to have signed on behalf of the joint holders. (6) Applicants will be required to confirm and will be deemed to have represented to our Company, the BRLM, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares in this issue. (7) SCSBs applying in the issue must apply through an ASBA Account maintained with any other SCSB. Page | 280ISSUE PROCEDURE All Bidders should read the General Information Document for Investing in Public Issue, prepared and issued in accordance with the SEBI circular no CIR/CFD/DIL/12/2013 dated October 23, 2013 notified by SEBI and updated pursuant to SEBI Circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015,the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016, SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and updated pursuant to SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 (the “General Information Document”) which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum Application Form. The General Information Document is available on the websites of the Stock Exchange and the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to the Issue, especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors should note that the details and process provided in the General Information Document should be read along with this section. Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment instructions for ASBA Bidders; (v)issuance of CAN and Allotment in the Issue; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) designated date; (viii) disposal of applications; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable provisions of the Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund. SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for Individual bidders who applies for minimum application size applying through Designated Intermediaries was made effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019. Subsequently, for applications by individual investor (who applies for minimum application size) through Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism with existing timeline of T+6 days is applicable for a period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”), with effect from July 1, 2019, by SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, read with circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Further, as per the SEBI circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, the UPI Phase II had been extended until March 31, 2020. However, due to the outbreak of COVID-19 pandemic, UPI Phase II has been further extended by SEBI until further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020.Thereafter, the final reduced timeline of T+3 days may be made effective using the UPI Mechanism for applications by Individual Investor (who applies for minimum application size) (“UPI Phase III”), as may be prescribed by SEBI. Further, SEBI, vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, and circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. This circular is effective for initial public offers opening on/or after May 1, 2021, except as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and the provisions of this circular are deemed to form part of this Prospectus. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual Investors in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to ₹ 500,000 shall use the UPI Mechanism. Furthermore, SEBI vide press release bearing number 12/2023 has approved the proposal for reducing the time period for listing of shares in public issue from existing 6 working days to 3 working days from the date of the closure of the issue. The revised timeline of T+3 days shall be made applicable in two phases i.e. voluntary for all public issues opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Further, SEBI has vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 reduced the time taken for listing of specified securities after the closure of a public issue to three Working Days. Accordingly, the Issue was made under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time. Phased implementation of Unified Payments Interface Page | 281SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and convertibles. Pursuant to the UPI Circulars, UPI has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by Individual Investors who applies for minimum application size through intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to up to three Working Days. Considering the time required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI Mechanism, the UPI Circulars proposes to introduce and implement the UPI Mechanism in three phases in the following manner: a) Phase I: This phase was applicable from January 01, 2019 and lasted till June 30, 2019. Under this phase, a Retail Individual Bidder, besides the modes of Bidding available prior to the UPI Circulars, also had the option to submit the Bid cum Application Form with any of the intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days. b) Phase II: This phase has commenced with effect from July 01, 2019 and will continue for a period of three months or floating of five main board public issues, whichever is later. Under this phase, submission of the Bid cum Application Form by a Retail Individual Investor through intermediaries to SCSBs for blocking of funds has been discontinued and has been replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continues to be six Working Days during this phase. SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase II till further notice. c) Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time duration from public issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by the SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. Pursuant to the UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalized. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints in this regard, the relevant SCSB as well as the post – Issue BRLM will be required to compensate the concerned investor. All SCSBs offering the facility of making applications in public issues shall also provide the facility to make application using UPI. The Company will be required to appoint one of the SCSBs as a Sponsor Bank to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the Individual Bidders (who applies for minimum application size) using the UPI. The processing fees for applications made by Individual Bidders (who applies for minimum application size) using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021. The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. For further details, refer to the “General Information Document” available on the websites of the Stock Exchange and the BRLM. Our Company, the Promoters and the BRLM do not accept any responsibility for the completeness and accuracy of the information stated in this section and General Information Document and are not liable for any amendment, modification or change in the applicable law which may occur after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and this Prospectus. Further, our Company, the Promoters and the Members of the Syndicate are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for application in the Issue. Page | 282BOOK BUILDING PROCEDURE In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 252 of SEBI ICDR Regulations, 2018, the Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company. The Issue has been made under Regulation 229(1) of Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 via book building process wherein not more than 50% of the Issue was allocated on a proportionate basis to QIBs, provided that our Company, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Portion was made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue was available for allocation on a proportionate basis to Non-Institutional Investors. One-third of the portion available to Non-Institutional Investors was reserved for applicants with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs, and two third of the portion was available to non-institutional investors was reserved for applicants with application size of more than ₹10 lakhs. Further, not less than 35% of the Net Issue was made available for allocation to Individual Investors (who applies for minimum application size) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except the QIB Portion, was allowed to be met with spill-over from any other category or a combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange. However, under- subscription, if any, in the QIB Portion was not allowed to be met with spillover from other categories or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange. Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, the PAN and UPI ID, for Individual bidders who applies for minimum application size Bidding in the Individual Bidders (who applies for minimum application size) Portion using the UPI Mechanism, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get their Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Issue, subject to applicable laws. AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS The Memorandum containing the salient features of the Prospectus together with the Application Forms and copies of the Prospectus may be obtained from the Registered Office of our Company, from the Registered Office of the Book Running Lead Manager to the Issue, Registrar to the Issue as mentioned in the Application form. Applicants only used the specified Application Form for the purpose of making an application in terms of the Prospectus. Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus were available at the offices of the BRLM, the Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of the Bid cum Application Form was also available for download on the websites of the BSE i.e. www.bseindia.com, at least one day prior to the Bid/ Issue Opening Date. Copies of the Anchor Investor Application Form were available at the offices of the BRLM. All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process. ASBA Applicants shall submit an Application Form either in physical or electronic form to the SCSB‘s authorizing blocking of funds. ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in the ASBA Form, or (ii) the UPI ID, as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are liable to be rejected. The Application Form shall contain space for indicating number of specified securities subscribed for in demat form. Applications made by the Individual Investors who applies for minimum application size using third party bank account or using third party linked bank account UPI ID are liable for rejection. Anchor Investors are not permitted to participate in the Issue through the ASBA process. Further, ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked Page | 283including details as prescribed in Annexure II of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Since the Issue is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner below: i. Individual Investors who applies for minimum application size (other than the Individual Investors who applies for minimum application size using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. ii. Individual Investors who applies for minimum application size using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. iii. QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs. Anchor Investors are not permitted to participate in the Issue through the ASBA process. Anchor Investor Application Form were available at the office of the BRLM. ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which can be blocked by the SCSB. The prescribed colour of the Application Form for various categories is as follows: Category Colour* Anchor Investor** White Indian Public / eligible NRI's applying on a non-repatriation basis (ASBA) White Non-Residents including eligible NRI's, FPI’s, FIIs, FVCIs, etc. applying on a repatriation basis Blue (ASBA) *Excluding Electronic Bid cum Application Form ** Bid cum application for Anchor Investor were available at the Office of the BRLM. Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by Individual Investors who applies for minimum application size (without using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of stock exchange(s) and shall submit/deliver the Bid Cum Application Forms to respective SCSBs where the Bidders has a bank account and shall not submit it to any non-SCSB Bank. Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after accepting the Bid Cum Application Form, respective intermediary shall capture and upload the relevant application details, including UPI ID, in the electronic bidding system of stock exchange(s). Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the Prospectus. The Bid Cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites of the Stock Exchange shall bear a system generated unique application number. Bidders are required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or Sponsor Bank at the time of submitting the Application. An Investor, intending to subscribe to this Issue, shall submit a completed Bid Cum Application Form to any of the following intermediaries (Collectively called – Designated Intermediaries”) Sr. No. Designated Intermediaries 1. An SCSB, with whom the bank account to be blocked, is maintained 2. A syndicate member (or sub-syndicate member) A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of 3. the stock exchange as eligible for this activity) (‘broker’) A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible 4. for this activity) Page | 284A registrar to an Issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the 5. stock exchange as eligible for this activity) Individual Bidders (who applies for minimum application size) submitting application with any of the entities at (ii) to (v) above (hereinafter referred as “Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form. The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form, in physical or electronic mode, respectively. The upload of the details in the electronic bidding system of stock exchange will be done by: For Applications After accepting the form, SCSB shall capture and upload the relevant details in the electronic submitted by bidding system as specified by the stock exchange and may begin blocking funds available in the Investors to SCSB: bank account specified in the form, to the extent of the application money specified. For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and upload submitted by the relevant details in the electronic bidding system of the stock exchange. Post uploading, they investors to shall forward a schedule as per prescribed format along with the Bid Cum Application Forms to intermediaries designated branches of the respective SCSBs for blocking of funds within one day of closure of other than SCSBs: Issue. For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and upload submitted by the relevant application details, including UPI ID, in the electronic bidding system of stock investors to exchange. Stock exchange shall share application details including the UPI ID with sponsor bank intermediaries on a continuous basis, to enable sponsor bank to initiate mandate request on investors for other than SCSBs blocking of funds. Sponsor bank shall initiate request for blocking of funds through NPCI to with use of UPI for investor. Investor to accept mandate request for blocking of funds, on his/her mobile application, payment: associated with UPI ID linked bank account. Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a real-time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time specified by stock exchange. Stock exchange shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded. Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the Bidders are deemed to have authorized our Company to make the necessary changes in the Prospectus, without prior or subsequent notice of such changes to the Bidders. For Individual bidders who applies for minimum application size using UPI Mechanism, the Stock Exchange shall share the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to Individual bidders who applies for minimum application size for blocking of funds. The Sponsor Bank shall initiate request for blocking of funds through NPCI to Individual bidders who applies for minimum application size, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 12:00 pm on the first Working Day after the Bid/ Issue Closing Date (“Cut-Off Time”). Accordingly, Individual bidders who applies for minimum application size should accept UPI Mandate Requests for blocking off funds prior to the Cut- Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchange bidding platform, and the liability to compensate Individual bidders who applies for minimum application size (using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank, NPCI or the bankers to an issue) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the bankers to an issue. The BRLM shall also be required to obtain the audit trail from the Sponsor Banks and the Bankers to the Issue for analysing the same and fixing liability. WHO CAN BID? Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and policies. Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to hold Equity Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to the RHP for more details. Subject to the above, an illustrative list of Bidders is as follows: Page | 285a) Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as amended, in single or as a joint application and minors having valid Demat account as per Demographic Details provided by the Depositories. Furthermore, based on the information provided by the Depositories, our Company shall have the right to accept the Applications belonging to an account for the benefit of minor (under guardianship); b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the application is being made in the name of the HUF in the Bid Cum Application Form as follows: ―Name of Sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta. Applications by HUFs would be considered at par with those from individuals; c) Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the Equity Shares under their respective constitutional and charter documents; d) Mutual Funds registered with SEBI; e) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible NRIs are not eligible to participate in this Issue; f) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI permission, and the SEBI Regulations and other laws, as applicable); g) FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI; h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares; i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non- Institutional Bidder ‘s category; j) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development Corporations; k) Foreign Venture Capital Investors registered with the SEBI; l) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to Trusts and who are authorized under their constitution to hold and invest in equity shares; m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares; n) Insurance Companies registered with Insurance Regulatory and Development Authority, India; o) Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold and invest in equity shares; p) Pension Funds and Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold and invest in equity shares; q) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of India published in the Gazette of India; r) Multilateral and bilateral development financial institution; s) Eligible QFIs; t) Insurance funds set up and managed by army, navy or air force of the Union of India; u) Insurance funds set up and managed by the Department of Posts, India; v) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable to them. Applications Not to Be Made by: 1. Minors (except through their Guardians) 2. Partnership firms or their nominations 3. Foreign Nationals (except NRIs) 4. Overseas Corporate Bodies Page | 286As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as 138 incorporated non- resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment is through Government Route and with the prior approval of RBI if the investment is through Automatic Route on case by case basis. OCBs may invest in this Issue provided it obtains a prior approval from the RBI. On submission of such approval along with the Bid Cum Application Form, the OCB shall be eligible to be considered for share allocation. MAXIMUM AND MINIMUM APPLICATION SIZE 1. For Individual Bidders (who applies for minimum application size): 3200 Equity Shares in equivalent to two lots Equity shares so that the Bid Amount exceeds ₹ 2,00,000. 2. For Non-Institutional Bidders: Minimum Bid Size: Such number of Equity shares in multiple of 1600 with application size of more than two lots of equity shares so that Bid amount exceeds ₹ 2,00,000. Maximum Bid Size: Such number of Equity Shares in multiples of 1600 Equity Shares not exceeding the size of the issue (excluding the QIB portion), subject to limits as applicable to the Bidder. In case of revision in Applications, the Non-Institutional Bidders, who are individuals, have to ensure that the Application Amount is greater than ₹ 2,00,000 for being considered for allocation in the Non-Institutional Portion. 3. QIBs: Minimum Bid Size: Such number of Equity Shares in multiples of 1600 Equity Shares with application size of more than two lots of equity shares so that the Bid Amount exceeds ₹ 200,000. Maximum Bid Size: Such number of Equity Shares in multiples of 1600 Equity Shares not exceeding the size of the Net Issue (excluding the Anchor Investor Portion), subject to applicable limits to each bidder. Under existing SEBI Regulations, a Bidder cannot withdraw its Application and is required to pay 100% Margin upon submission of Application. Bidders are advised to ensure that any single Application from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Prospectus. The above information is given for the benefit of the Bidders. The Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations. METHOD OF BIDDING PROCESS Our Company, in consultation with the BRLM had decided the Price Band and the minimum Bid lot size for the Issue and the same was advertised in all editions of the English national newspaper, all editions of Hindi National newspaper and Regional newspaper with wide circulation where the Registered Office of our Company is situated, each with wide circulation at least two Working Days prior to the Bid / Issue Opening Date. The BRLM and the SCSBs accepted Bids from the Bidders during the Bid / Issue Period. a) The Bid / Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. b) During the Bid/ Issue Period, Individual Bidders (who applies for minimum application size), should approach the BRLM or their authorized agents to register their Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in Specified Cities and it shall have the right to vet the Bids during the Bid/ Issue Period in accordance with the terms of the Red Herring Prospectus. ASBA Bidders should approach the Designated Branches or the BRLM (for the Bids to be submitted in the Specified Cities) to register their Bids. c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares Bid for by a Page | 287Bidder/Applicant at or above the Issue Price will be considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will become automatically invalid. d) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application Form to either the same or to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph “Buildup of the Book and Revision of Bids”. e) Except in relation to the Bids received from the Anchor Investors, the BRLM/the SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form f) The BRLM accepted the Bids from the Anchor Investors during the Anchor Investor Bid/ Issue Period i.e. one working day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB Portion shall not be considered as multiple Bids. g) Along with the Bid cum Application Form, Anchor Investors made payment in the manner described in “Escrow Mechanism - Terms of payment and payment into the Escrow Accounts” in the section “Issue Procedure” beginning on page 281 of this Prospectus h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange. i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and shall not upload such Bids with the Stock Exchange. j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request. k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal/failure of the Issue or until rejection of the Bid cum Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue. BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS a) Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders, reserved the right to revise the Price Band during the Bid/Issue Period, in accordance with the SEBI ICDR Regulations, provided that (i) the Cap Price was less than or equal to 120% of the Floor Price, (ii) the Cap Price was at least 105% of the Floor Price, and (iii) the Floor Price was not less than the face value of the Equity Shares. Subject to compliance with the foregoing, the Floor Price may move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. b) Our Company in consultation with the BRLM, finalized the Issue Price within the Price Band, without the prior approval of, or intimation, to the Bidders. c) The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares at a specific price. d) The price of the specified securities issued to an anchor investor shall not be lower than the price issued to other applicants. Participation by Associates /Affiliates of BRLM and the Syndicate Members The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the Syndicate Members, if any, may subscribe the Equity Shares in the Issue, either in the QIB Category or in the Non-Institutional Page | 288Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account or on behalf of their clients. Neither the BRLM nor any persons related to the BRLM (other than Mutual Funds sponsored by entities related to the BRLM), Promoters and Promoter Group could apply in the Issue under the Anchor Investor Portion. Option to Subscribe in the Issue a. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form only. Investors will not have the option of getting allotment of specified securities in physical form. b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only. c. A single application from any investor shall not exceed the investment limit/minimum number of Equity Shares that can be held by him/her/it under the relevant regulations/statutory guidelines and applicable law. Information for the Bidders: 1. Our Company and the Book Running Lead Manager declared the Issue Opening Date and Issue Closing Date in the Red Herring Prospectus registered with the ROC and also published the same in two national newspapers (one each in English and Hindi) and in a regional newspaper with wide circulation. This advertisement was in prescribed format. 2. Our Company had filed the Red Herring Prospectus with the ROC at least 3 (three) days before the Issue Opening Date. 3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring Prospectus was available with the, the Book Running Lead Manager, the Registrar to the Issue, and at the Registered Office of our Company. Electronic Bid Cum Application Forms will also be available on the websites of the Stock Exchange. 4. Any Bidder who wanted to obtain the Red Herring Prospectus and/ or the Bid Cum Application Form could obtain the same from our Registered Office. 5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to register their applications. 6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by Applicants whose beneficiary account is inactive shall be rejected. 7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the ASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the electronic mode of collecting either through an internet enabled collecting and banking facility or such other secured, electronically enabled mechanism for applying and blocking funds in the ASBA Account. The Individual Bidders (who applies for minimum application size) has to apply only through UPI Channel, they have to provide the UPI ID and validate the blocking of the funds and such Bid Cum Application Forms that do not contain such details are liable to be rejected. 8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSB’s or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the ASBA Account equal to the Application Amount specified in the Bid Cum Application Form, before entering the ASBA application into the electronic system. 9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts and by investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names, the first Bidder (the first name under which the beneficiary account is held), should mention his/her PAN allotted under the Income Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole identification number for participating transacting in the securities market, irrespective of the amount of transaction. Any Bid Cum Application Form without PAN is liable to be rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding person resident in the State of Sikkim or persons who may be exempted from specifying their PAN for transacting in the securities market, shall be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such Bidders. 10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form and entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match Page | 289with PAN, the DP ID and Client ID available in the Depository database, the Bid Cum Application Form is liable to be rejected. BIDS BY ANCHOR INVESTORS: Our Company in consultation with the BRLM, considered participation by Anchor Investors in the Issue for up to 60% of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1)(ss) of the SEBI Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible to invest. The QIB Portion was reduced in proportion to allocation under the Anchor Investor Portion. In accordance with the SEBI Regulations, the key terms for participation in the Anchor Investor Portion are provided below. 1) Anchor Investor Bid cum Application Forms were made available for the Anchor Investors at the offices of the BRLM. 2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least 200.00 Lakhs. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of 200.00 Lakhs 3) One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds. 4) Bidding for Anchor Investors was opened one Working Day before the Bid/ Issue Opening Date and be completed on the same day. 5) Our Company in consultation with the BRLM, finalized allocation to the Anchor Investors on a discretionary basis, provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be, as mentioned below: • where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor Investors. • where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto 2500.00 Lakhs, minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of 100.00 Lakhs per Anchor Investor; and • where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs: (i) minimum of 5 (five) and maximum of 15 (fifteen) Anchor Investors for allocation upto 2500.00 Lakhs; and (ii) an additional 10 Anchor Investors for every additional allocation of 2500.00 Lakhs or part thereof in the Anchor Investor Portion; subject to a minimum Allotment of 100.00 Lakhs per Anchor Investor. 6) Allocation to Anchor Investors was completed on the Anchor Investor Bid/ Issue Period. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation were made available in the public domain by the BRLM before the Bid/ Issue Opening Date, through intimation to the Stock Exchange. 7) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the Bid. 8) At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be shown graphically on the bidding terminals of syndicate members and website of stock exchange offering electronically linked transparent bidding facility, for information of public. 9) Fifty per cent of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 90 days from the date of the allotment, the remaining fifty percent of the Equity Shares Allotted to the anchor investors shall be locked in for a period of 30 days from the date of allotment or as provided by the SEBI ICDR Regulations. 10) The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds sponsored by entities related to the BRLM) did not participate in the Anchor Investor Portion. The parameters for selection of Anchor Investors will be clearly identified by the BRLM and were made available as part of the records of the BRLM for inspection by SEBI. 11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids. 12) Anchor Investors are not permitted to Bid in the Issue through the ASBA process. BIDS BY HUFs Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as Page | 290follows: “Name of sole or first Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals. BIDS BY MUTUAL FUNDS With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. No Mutual Fund scheme shall invest more than 10.00% of its net asset value in equity shares or equity related instruments of any single company provided that the limit of 10.00% shall not be applicable for investments in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10.00% of any company’s paid-up share capital carrying voting rights. BIDS BY ELIGIBLE NRIs Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorize their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on a non- repatriation basis by using Resident Forms should authorize their SCSB (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form. Participation of Eligible NRIs in the Issue shall be subject to the FEMA Rules. In accordance with the Consolidated FDI Policy, the total holding by any individual NRI, on a repatriation or non- repatriation basis, shall not exceed 5.00% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5.00% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together, on a repatriation or non- repatriation basis, shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10.00% may be raised to 24.00% if a special resolution to that effect is passed by the general body of the Indian company. NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circular). Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circular) to apply in the Issue, provided the UPI facility is enabled for their NRE/ NRO accounts. NRIs applying in the Issue using UPI Mechanism are advised to enquire with the relevant bank whether their bank account is UPI linked prior to making such application. For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 310. Participation of eligible NRIs shall be subject to FEMA NDI Rules. BIDS BY FPIs In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same multiple entities having common ownership directly or indirectly of more than 50% or common control) must be below 10% of our post-Issue Equity Share capital. Further, in terms of the FEMA NDI Rules, with effect from April 1, 2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian company as prescribed in the FEMA NDI Rules with respect to its paid-up equity capital on a fully diluted basis. Currently, the sectoral cap for logistics industry in India is 100% under automatic route. FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non-Residents. Page | 291In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017, except as respects things done or omitted to be done before such supersession. FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the Government from time to time. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments(as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time. An FPI issuing off-shore derivate instruments is also required to ensure that any transfer of off-shore derivative instruments issued by, or on behalf of it subject to, inter alia, the following conditions: (i). such offshore derivative instruments are transferred to person subject to fulfilment of SEBI FPI Regulations; and (ii). prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments are to be transferred are pre-approved by the FPI. Bids by FPIs which utilise the multi-investment manager structure in accordance with the Operational Guidelines for Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation of the SEBI FPI Regulations (“Operational FPI Guidelines”), submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids (“MIM Bids”). It is hereby clarified that FPIs bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected, except for Bids from FPIs that utilise the multi-investment manager structure in accordance with the Operational FPI Guidelines (such structure referred to as “MIM Structure”). In order to ensure valid Bids, FPIs making MIM Bids using the same PAN and with different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM Structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected. BIDS BY SEBI-REGISTERED AIFS, VCFS AND FVCIs The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. FVCIs can invest only up to 33.33% of the investible funds by way of subscription to an initial public offering. Category I AIF and Category II AIF cannot invest more than 25% of the investible funds in one Investee Company directly or through investment in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible funds in one Investee Company directly or through investment in the units of other AIFs. AIFs which are authorized under the fund documents to invest in units of AIFs are prohibited from offering their units for subscription to other AIFs. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its investible funds by way of subscription to an initial public offering of a venture capital undertaking. Additionally, a VCF that has not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations (and accordingly shall not be allowed to participate in the Issue) until the existing fund or scheme managed by the fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations. There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with othercategories for the purpose of allocation. Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding Equity Shares prior to Issue, shall be locked-in for a period of at least one year from the date of purchase of such Equity Shares. All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. The Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. BIDS BY LIMITED LIABILITY PARTNERSHIPS Page | 292In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject any Bid without assigning any reason thereof. BIDS BY BANKING COMPANIES In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended and Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended, is 10.00% of the paid up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10.00% of the bank’s own paid-up share capital and reserves, whichever is lower. However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital of such investee company, subject to prior approval of the RBI if (i) the investee company is engaged in non- financial activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; or (ii) the additional acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The bank is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. The aggregate investment by a banking company along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank; and mutual funds managed by asset management companies controlled by the bank, more than 20% of the investee company’s paid-up share capital engaged in non- financial services. However, this cap doesn’t apply to the cases mentioned in (i) and (ii) above. The aggregate equity investments made by a banking company in all subsidiaries and other entities engaged in financial services and non- financial services, including overseas investments shall not exceed 20% of the bank’s paid-up share capital and reserves. In terms of the Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended (i) a bank’s investment in the capital instruments issued by banking, financial and insurance entities should not exceed 10% of its capital funds; (ii) banks should not acquire any fresh stake in a bank's equity shares, if by such acquisition, the investing bank's holding exceeds 5% of the investee bank's equity capital; (iii) equity investment by a bank in a subsidiary company, financial services company, financial institution, stock and other exchanges should not exceed 10% of the bank's paid-up share capital and reserves; (iv) equity investment by a bank in companies engaged in non-financial services activities would be subject to a limit of 10% of the investee company’s paid- up share capital or 10% of the bank’s paid-up share capital and reserves, whichever is less; and (v) a banking company is restricted from holding shares in any company, whether as pledgee, mortgagee or absolute owner, of an amount exceeding 30% of the paid-up share capital of that company or 30% of its own paid-up share capital and reserves, whichever is less. For details in relation to the investment limits under Master Direction – Ownership in Private Sector Banks, Directions, 2016, see “Key Regulations and Policies” beginning on page 144. BIDS BY SCSBS SCSBs participating in the Issue are required to comply with the terms of the circulars issued by the SEBI dated September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for such applications. BIDS BY SYSTEMICALLY IMPORTANT NBFCS In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, (ii) the last audited financial statements on a standalone basis, (iii) a net worth certificate from its statutory auditors, and (iv) such other approval as may be required by the Systemically Important NBFCs are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof. Systemically Important NBFCs participating in the Issue shall comply with all applicable regulations, directions, guidelines and circulars issued by the RBI from time to time. The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time. BIDS BY INSURANCE COMPANIES Page | 293In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, based on investments in equity shares of the investee company, the entire group of the investee company and the industry sector in which the investee company operates. Insurance companies participating in the Issue are advised to refer to the IRDAI Investment Regulations 2016, as amended, which are broadly set forth below: a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer; b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging to the group, whichever is lower; and c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower. The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above, as the case may be. *The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment assets of ₹ 25,000,000 lakhs or more and 12% of outstanding equity shares (face value) for insurers with investment assets of ₹ 5,000,000 lakhs or more but less than ₹ 25,000,000 lakhs. Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time. BIDS BY PROVIDENT FUNDS/PENSION FUNDS In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹ 2,500 lakhs, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof. BIDS UNDER POWER OF ATTORNEY In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible FPIs, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds set up by the army, navy or air force of the Union of India, insurance funds set up by the Department of Posts, India, or the National Investment Fund and provident funds with a minimum corpus of ₹ 2,500 lakhs (subject to applicable law) and pension funds with a minimum corpus of ₹ 2,500 lakhs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our, in consultation with the BRLM, reserves the right to accept or reject any Bid in whole or in part, in either case without assigning any reason therefor. Our Company, in consultation with the BRLM, in their absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the terms and conditions that our Company, in consultation with the BRLM may deem fit. ISSUANCE OF A CONFIRMATION NOTE ("CAN") AND ALLOTMENT IN THE ISSUE: 1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Issue shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue. 2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder Issue Procedure for Application Supported by Blocked Account (ASBA) Bidders In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Bidders have to compulsorily apply through the ASBA Process. Our Company and the Book Running Lead Manager are not liable for any amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of Page | 294this Prospectus. ASBA Bidders are advised to make their independent investigations and to ensure that the ASBA Bid Cum Application Form is correctly filled up, as described in this section. The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated branches of SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI link. Terms of payment The entire Issue price of ₹ 75 per share is payable on application. In case of allotment of lesser number of Equity Shares than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the Bidders. SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount after transfer will be unblocked by the SCSBs. The Bidders should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and has been established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to facilitate collections from the Bidders. Payment mechanism The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an amount equivalent to the Application Amount in the bank account specified in the Bid Cum Application Form. The SCSB shall keep the Application Amount in the relevant bank account blocked until rejection of the Application or receipt of instructions from the Registrar to unblock the Application Amount. However, all Bidders shall neither withdraw nor lower the size of their applications at any stage. In the event of rejection of the Bid Cum Application Form or for unsuccessful Bid Cum Application Forms, the Registrar to the Issue shall give instructions to the SCSBs to unblock the application money in the relevant bank account within one day of receipt of such instruction. The Application Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Issue and consequent transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the Application by the ASBA Bidder, as the case may be. Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors who applies for minimum application size applying and Non institutional Investors (subject to applicable limits) in public Issue have to use UPI as a payment mechanism with Application Supported by Blocked Amount for making application. Payment into Escrow Account for Anchor Investors All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested to note the following: Our Company in consultation with the Book Running Lead Manager, in its absolute discretion, had decide the list of Anchor Investors to whom the CAN was sent, pursuant to which the details of the Equity Shares allocated to them in their respective names were notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Escrow Account were to be drawn in favour of: a. In case of resident Anchor Investors: ― BLT LOGISTICS LIMITED-ANCHOR ACCOUNT -R b. In case of Non-Resident Anchor Investors: ― BLT LOGISTICS LIMITED-ANCHOR ACCOUNT – NR Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate collections from the Anchor Investors. Electronic Registration of Applications 1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange. 2. The Designated Intermediaries will undertake modification of selected fields in the application details already uploaded before 1.00 p.m. of next Working Day from the Issue Closing Date. Page | 2953. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in relation to, a) the applications accepted by them, b) the applications uploaded by them c) the applications accepted but not uploaded by them or d) With respect to applications by Bidders, applications accepted and uploaded by any Designated Intermediary other than SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent to the SCSBs or the Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for blocking the necessary amounts in the ASBA Accounts. In case of Application accepted and Uploaded by SCSBs, the SCSBs or the Designated Branch of the relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA Accounts. 4. Neither the Book Running Lead Manager nor our Company nor the Registrar to the Issue, shall be responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) The applications accepted by any Designated Intermediaries (ii) The applications uploaded by any Designated Intermediaries or (iii) The applications accepted but not uploaded by any Designated Intermediaries 5. The Stock Exchange issued an electronic facility for registering applications for the Issue. This facility was available at the terminals of Designated Intermediaries and their authorized agents during the Issue Period. The Designated Branches or agents of Designated Intermediaries can also set up facilities for off-line electronic registration of applications subject to the condition that they will subsequently upload the off-line data file into the online facilities on a regular basis. On the Issue Closing Date, the Designated Intermediaries shall upload the applications till such time as may be permitted by the Stock Exchange. This information will be available with the Book Running Lead Manager on a regular basis. 6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bakers, DPs and RTAs shall forward a Schedule as per format given below along with the Bid Cum Application Forms to Designated Branches of the SCSBs for blocking of funds: Sr. No. Details* 1. Symbol 2. Intermediary Code 3. Location Code 4. Application No. 5. Category 6. PAN 7. DP ID 8. Client ID 9. Quantity 10. Amount *Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields 7. With respect to applications by Bidders, at the time of registering such applications, the Designated Intermediaries shall enter the following information pertaining to the Bidders into in the on-line system: • Name of the Bidder; • IPO Name: • Bid Cum Application Form Number; • Investor Category; • PAN (of First Bidder, if more than one Bidder); Page | 296• DP ID of the demat account of the Bidder; • Client Identification Number of the demat account of the Bidder; • Number of Equity Shares Applied for; • Bank Account details; • Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch where the ASBA Account is maintained; and • Bank account number. 8. In case of submission of the Application by Bidder through the Electronic Mode, the Bidder shall complete the above- mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum Application Form number which shall be system generated. 9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form in physical as well as electronic mode. The registration of the Application by the Designated Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our Company. 10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind. 11. In case of Bidders, applications would not be rejected except on the technical grounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries shall have no right to reject applications, except on technical grounds. 12. The permission given by the Stock Exchange to use their network and software of the Online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/or the Book Running Lead Manager are cleared or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our company; our Promoters, our management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchange. 13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Bid/ Issue Closing Date to verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar to the Issue will receive this data from the Stock Exchange and will validate the electronic application details with Depository’s records. In case no corresponding record is available with Depositories, which matches the three parameters, namely DP ID, Client ID and PAN, then such applications are liable to be rejected. 14. The SCSBs shall be given one day after the Bid/ Issue Closing Date to send confirmation of Funds blocked (Final certificate) to the Registrar to the Issue. 15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details for applications. Build of the Book a) Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This information may be available with the BRLM at the end of the Bid/ Issue Period. b) Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical representation of consolidated demand and price as available on the websites of the Stock Exchange may be made available at the Bidding centers during the Bid/ Issue Period. Withdrawal and cancellation of Bids a) Withdrawal and cancellation were not be permissible for all Investors. Once a bid has been submitted by an Investor in the prescribed manner, it shall be considered final and binding. Investor did not have the option to revise the bid amount downwards or withdraw their bids after submission. Price Discovery and Allocation Page | 297a) Based on the demand generated at various price levels, our Company in consultation with the BRLM, shall finalize the Issue Price and the Anchor Investor Issue Price. b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the Prospectus. For details in relation to allocation, the Bidder may refer to the Prospectus. c) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other category or combination of categories at the discretion of the Issuer and the in consultation with the BRLM and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion in QIB Category is not available for subscription to other categories. - Not Applicable d) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted from the Reserved Portion to the Issue. For allocation in the event of an undersubscription applicable to the Issuer, Bidders may refer to the RHP. – Not Applicable e) In case if the Individual Investor (who applies for minimum application size) category is entitled to more than the allocated portion on proportionate basis, the category shall be allotted that higher percentage. Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various investors. Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription 500 24 500 16.67% 1,000 23 1,500 50.00% 1,500 22 3,000 100.00% 2,000 21 5,000 166.67% 2,500 20 7,500 250.00% The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the desired number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The Issuer, in consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹ 22.00. All Bids at or above this Issue Price are valid Bids and are considered for allocation in the respective categories. GENERAL INSTRUCTIONS Please note that the all bidders are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of Equity Shares or Bid Amount) at any stage. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals. All should submit their Bids through the ASBA process only; 2. Ensure that you have Bid within the Price Band; 3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed form; 4. Ensure that you have mentioned the correct ASBA Account number if you are not an Individual bidder who applies for minimum application size bidding using the UPI Mechanism in the Bid cum Application Form and if you are an Individual bidder who applies for minimum application size using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form; 5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre (except electronic Bids) within the prescribed time; 6. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before submitting the ASBA Form to any of the Designated Intermediaries; Page | 2987. If you are an ASBA Bidder and the first applicant is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form; 8. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms; 9. Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum Application Form for all your Bid options from the concerned Designated Intermediary; 10. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum Application Forms; 11. Individual bidders who apply for minimum application size bidding in the Issue to ensure that they shall use only their own ASBA Account or only their own bank account linked UPI ID (only for Individual bidders who applies for minimum application size using the UPI Mechanism) to make an application in the Issue and not ASBA Account or bank account linked UPI ID of any third party; 12. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 13. Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application Form or have otherwise provided an authorization to the SCSB or Sponsor Bank, as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of Individual bidders who applies for minimum application size submitting their Bids and participating in the Issue through the UPI Mechanism, ensure that you authorize the UPI Mandate Request raised by the Sponsor Bank for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; 14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; 15. Investors to ensure that their PAN is linked with Aadhar and are in compliance with Central Board of Direct Taxes (“CBDT”) notification dated February 13, 2020 and press release dated June 25, 2021. 16. Ensure that the Demographic Details are updated, true and correct in all respects; 17. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal; 18. Ensure that the category and the investor status is indicated; 19. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents are submitted; 20. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian laws; 21. Ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database; 22. Ensure that when applying in the Issue using UPI, the name of your SCSB appears in the list of SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and the UPI handle being used for making the application is also appearing in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019; Page | 29923. Individual bidders who applies for minimum application size who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which Individual bidders who applies for minimum application size should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank to authorise blocking of funds equivalent to the revised Bid Amount in the Individual bidders’ who applies for minimum application size ASBA Account; 24. Individual bidders who apply for minimum application size shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, an Individual bidder who applies for minimum application size may be deemed to have verified the attachment containing the application details of the Individual bidder who applies for minimum application size in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank to block the Bid Amount mentioned in the Bid Cum Application Form; 25. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (Individual bidders who applies for minimum application size bidding using the UPI Mechanism) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in); and 26. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected. Don’ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest; 3. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; 4. Do not Bid at Cut-off Price; 5. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 6. Do not submit the Bid for an amount more than funds available in your ASBA account. 7. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of a Bidder; 8. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account; 9. If you are an Individual bidder who applies for minimum application size and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID; 10. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 11. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 12. Do not submit the General Index Register (GIR) number instead of the PAN; 13. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue; 14. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional documents or otherwise; 15. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per Demographic Details provided by the depository); 16. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price; 17. Do not submit a Bid using UPI ID, if you are not an Individual bidder who applies for minimum application size; 18. Do not Bid on another ASBA Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediaries; 19. Do not Bid for Equity Shares in excess of what is specified for each category; Page | 30020. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds the Issue size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus; 21. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage; 22. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres; 23. If you are an Individual bidder who applies for minimum application size which is submitting the ASBA Form with any of the Designated Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank account UPI ID; 24. Do not Bid if you are an OCB; and 25. If you are a QIB, do not submit your Bid after 3:00 pm on the Bid/Issue Closing Date. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Further, in case of any pre-Issue or post-Issue related issues regarding share certificates/demat credit/refund orders/unblocking etc., investors can reach out to the Company Secretary and Compliance Officer. For details of Company Secretary and Compliance Officer, please see the section entitled “General Information” and “Our Management” beginning on pages 66 and 159 respectively. For helpline details of the BRLM pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, please see the section entitled “General Information” beginning on page 66. GROUNDS FOR TECHNICAL REJECTION In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information Document, Bidders are requested to note that Bids maybe rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; 3. Bids submitted on a plain paper; 4. Bids submitted by Individual bidders who applies for minimum application size using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; 5. Bids under the UPI Mechanism submitted by Individual bidders who applies for minimum application size using third party bank accounts or using a third party linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor Bank); 6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; 7. Bids submitted without the signature of the First Bidder or sole Bidder; 8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; 9. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010; 10. GIR number furnished instead of PAN; 11. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; 12. Bids accompanied by stock invest, money order, postal order or cash; and 13. Bids uploaded after 4.00 pm on the Bid/ Issue Closing Date, and Bids by Individual bidders uploaded after 4:00 p.m. on the Bid/ Issue Closing Date, unless extended by the Stock Exchange. Further, in case of any pre-Issue or post Issue related issues regarding share certificates/demat credit/refund orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. For details of the Company Secretary and Compliance Officer, see “General Information” beginning on page 66. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100/- per day for the entire duration of delay exceeding two Working Days from the Bid/ Issue Closing Page | 301Date by the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Investors shall be entitled to compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Names of entities responsible for finalising the basis of allotment in a fair and proper manner The authorized employees of the Designated Stock Exchange, along with the BRLM and the Registrar, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations. For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the GID. BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THE STOCK EXCHANGE BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM APPLICATION FORM IS LIABLE TO BE REJECTED. BASIS OF ALLOCATION a) The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the Prospectus. For details in relation to allocation, the Bidder may refer to the Prospectus. b) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other category or combination of categories at the discretion of the Issuer and in consultation with the BRLM and the Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in QIB Category is not available for subscription to other categories. c) In case of under subscription in the Issue, spill-over to the extent of such under- subscription may be permitted from the Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer, Bidders may refer to the RHP. - Not Applicable ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT The Allotment of Equity Shares to Bidders other than Individual Investors (who applies for minimum application size) and Anchor Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders may refer to Prospectus. No Individual Investors (who applies for minimum application size) will be Allotted less than the minimum Bid Lot subject to availability of shares in Individual Investors (who applies for minimum application size) Category and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 100% of the Issue. However, in case the Issue is in the nature of Offer for Sale only, then minimum subscription may not be applicable. Flow of Events from the closure of bidding period (T DAY) Till Allotment: • On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final certificates received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process with the electronic bid details. • RTA identifies cases with mismatch of account number as per bid file / Final Certificate and as per applicant’s bank account linked to depository demat account and seek clarification from SCSB to identify the applications with third party account for rejection. • Third party confirmation of applications to be completed by SCSBs on T+1 day. • RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for their review/ comments. • Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE). • The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal of lots wherever applicable, through a random number generation software. Page | 302• The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned below: Process for generating list of allotees: - • Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the ascending order and generate the bucket /batch as per the allotment ratio. For example, if the application number is 78654321 then system reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the system will create lots of 7. If the drawal of lots provided by Designated Stock Exchange (DSE) is 3 and 5 then the system will pick every 3rd and 5th application in each of the lot of the category and these applications will be allotted the shares in that category. • In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on the oversubscription times. • In categories where there is undersubscription, the Registrar will do full allotment for all valid applications. • On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the fund transfer letters and advice the SCSBs to debit or unblock the respective accounts. BASIS OF ALLOTMENT The authorised employees of the stock exchange, along with the Book running Lead Manager and Registrars to the Issue, shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the allotment procedure as specified in Parts A and A2 of Schedule XIV. a. For Individual Bidders Bids received from the Individual Bidders who applies for minimum application size at or above the Issue Price shall be grouped together to determine the total demand under this category. The Allotment to all the successful Individual Bidders who applies for minimum application size will be made at the Issue Price. The Issue size less Allotment to Non-Institutional and QIB Bidders were made available for Allotment to Individual Bidders (who applies for minimum application size) who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less than or equal to 4,22,400 Equity Shares at or above the Issue Price, full Allotment shall be made to the Individual Bidders who applies for minimum application size to the extent of their valid Bids. If the aggregate demand in this category is greater than 4,22,400 Equity Shares at or above the Issue Price, the Allotment shall be made on a proportionate basis up to a minimum of 3200 Equity Shares. For the method of proportionate Basis of Allotment, refer below. b. For Non-Institutional Bidders Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the total demand under this category. The Allotment to all successful Non- Institutional Bidders will be made at the Issue Price. The Issue size less Allotment to QIBs and Individual Investors (who applies for minimum application size) were made available for Allotment to Non- Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less than or equal to 1,80,800 Equity Shares at or above the Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand. In case the aggregate demand in this category is greater than 1,80,800 Equity Shares at or above the Issue Price, Allotment shall be made on a proportionate basis up to a minimum of 4800 Equity Shares and in multiples of 1600 Equity Shares thereafter. For the method of proportionate Basis of Allotment refer below. Subject to the availability of shares in Non-Institutional Bidders category, the allotment of specified securities to each non-institutional investor shall not be less than the minimum application size in non-institutional investor category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these regulations. c. For QIBs For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations or RHP / Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Issue Price may be grouped together to determine the total demand under this category. The QIB Category may be available for Page | 303Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment may be undertaken in the following manner: Allotment shall be undertaken in the following manner: a) In the first instance allocation to Mutual Funds for 5.00% of the QIB Portion shall be determined as follows: • In the event that Bids by Mutual Fund exceeds 5.00% of the QIB Portion, allocation to Mutual Funds shall be done on a proportionate basis for 5.00% of the QIB Portion. • In the event that the aggregate demand from Mutual Funds is less than 5.00% of the QIB Portion then all Mutual Funds shall get full Allotment to the extent of valid Bids received above the Issue Price. • Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all QIB Bidders as set out in (b) below; b) In the second instance Allotment to all QIBs shall be determined as follows: • In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Issue Price shall be allotted Equity Shares on a proportionate basis, upto a minimum of 4800 Equity Shares and in multiples of 1600 Equity Shares thereafter for 50.00% of the QIB Portion. • Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis, upto a minimum of 4800 Equity Shares and in multiples of 1600 Equity Shares thereafter, along with other QIB Bidders. • Under-subscription below 50.00% of the QIB Portion, if any, from Mutual Funds, would be included for allocation to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be more than 2,40,000 Equity Shares. d. ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE) a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price were made at the discretion of the Issuer, in consultation with the BRLM, subject to compliance with the following requirements: i) not more than 60% of the QIB Portion was allocated to Anchor Investors; ii) one-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors; and iii) allocation to Anchor Investors was made on a discretionary basis and subject to: ▪ a maximum number of two Anchor Investors for allocation up to ₹2 crores; ▪ a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation of more than ₹ 2 crores and up to ₹ 25 crores subject to minimum allotment of ₹ 1 crores per such Anchor Investor; and ▪ in case of allocation above twenty five crore rupees; a minimum of 5 such investors and a maximum of 15 such investors for allocation up to twenty five crore rupees and an additional 10 such investors for every additional twenty five crore rupees or part thereof, shall be permitted, subject to a minimum allotment of one crore rupees per such investor. b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from Anchor Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the BRLM, selected Anchor Investors will be sent a CAN and if required, a revised CAN. e. In the event that the Issue Price is higher than the Anchor Investor Allocation Price: Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then required to pay any additional amounts, being the difference between the Issue Price and the Anchor Investor Allocation Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment Advice will be issued to such Anchor Investors f. In the event the Issue Price is lower than the Anchor Investor Allocation Price: Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice. g. Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Issue: Page | 304In the event of the Issue being Over-Subscribed, the Issuer may finalise the Basis of Allotment in consultation with the BSE SME (The Designated Stock Exchange). The allocation may be made in marketable lots on proportionate basis as set forth hereunder: a) The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio (number of Bidders in the category multiplied by number of Shares applied for). b) The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio). c) For Bids where the proportionate allotment works out to less than 4800 equity shares the allotment will be made as follows: • Each successful Bidder shall be allotted 4800 equity shares; and • The successful Bidder out of the total bidders for that category shall be determined by draw of lots in such a manner that the total number of Shares allotted in that category is equal to the number of Shares worked out as per (b) above. a) If the proportionate allotment to a Bidder works out to a number that is not a multiple of 1600 equity shares, the Bidder would be allotted Shares by rounding off to the nearest multiple of 1600 equity shares subject to a minimum allotment of 4800 equity shares. b) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Bidders in that category, the balance available Shares or allocation shall be first adjusted against any category, where the allotted Shares are not sufficient for proportionate allotment to the successful Bidder in that category, the balance Shares, if any, remaining after such adjustment will be added to the category comprising Bidder applying for the minimum number of Shares. If as a result of the process of rounding off to the nearest multiple of 1600 Equity Shares, results in the actual allotment being higher than the shares offered, the final allotment may be higher at the sole discretion of the Board of Directors, up to 110% of the size of the Issue specified under the Capital Structure mentioned in this Prospectus. Individual Investor' means an investor who applies for minimum application size. Investors may note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation with BSE. The Executive Director / Managing Director of BSE - the Designated Stock Exchange in addition to Book Running Lead Manager and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations. Issuance of Allotment Advice 1) Upon approval of the Basis of Allotment by the Designated Stock Exchange. 2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the allotment and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the Equity Shares that may be allotted to them pursuant to the Issue. 3) The Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their Bidders who have been allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract for the Allotment to such Bidder. 4) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful Bidders Depository Account within 2 (Two) working days of the Issue Closing date. The Issuer also ensures the credit of shares to the successful Bidders Depository Account is completed within one working Day from the date of allotment, after the funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer. Designated Date: On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public Issue Account with the Bankers to the Issue. The Company will Issue and dispatch letters of allotment/ or letters of regret along with refund order or instructions to Self Certified Syndicate Banks in Application Supported by Blocked Amount process or credit the allotted securities to the respective beneficiary accounts, if any within a period of 2 (Two) working days of the Bid/ Page | 305Issue Closing Date. The Company will intimate the details of allotment of securities to Depository immediately on allotment of securities under relevant provisions of the Companies Act, 2013 or other applicable provisions, if any Instructions for Completing the Bid Cum Application Form The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in ENGLISH only in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications not so made are liable to be rejected. Applications made using a third-party bank account or using third party UPI ID linked bank account are liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated Intermediaries. ASBA Bid Cum Application Forms, which do not bear the stamp of the Designated Intermediaries, will be rejected. SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors to submit Bid Cum Application Forms in public issues using the stock broker (broker) network of Stock Exchanges, who may not be syndicate members in an Issue with effect from January 01, 2013. The list of Broker Centre is available on the websites of BSE i.e. www.bseindia.com and NSE i.e. www.nseindia.com. With a view to broad base the reach of Investors by substantial, enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 has permitted Registrar to the Issue and Share Transfer Agent and Depository Participants registered with SEBI to accept the Bid Cum Application Forms in Public Issue with effect front January 01, 2016. The List of ETA and DPs centres for collecting the application shall be disclosed is available on the websites of BSE i.e. www.bseindia.com and NSE i.e. www.nseindia.com Bidder’s Depository Account and Bank Details Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid Cum Application Form is mandatory and applications that do not contain such details are liable to be rejected. Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered into the Stock Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as 'Demographic Details'). These Demographic Details would be used for all correspondence with the Bidders including mailing of the Allotment Advice. The Demographic Details given by Bidders in the Bid Cum Application Form would not be used for any other purpose by the Registrar to the Issue. By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Submission of Bid cum Application Form All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form, in physical or electronic mode, respectively. Communications All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated Intermediary where the Application was submitted thereof and a copy of the acknowledgement slip. Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre- Issue or post Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc. Disposal of Application and Application Moneys and Interest in Case of Delay The Company shall ensure the dispatch of Allotment advice and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of date of Allotment of Equity Shares. The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at BSE SME where the Equity Shares are proposed to be listed are taken within 3 (Three) working days from Issue Closing Date. Page | 306In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company further undertakes that: 1. Allotment and Listing of Equity Shares shall be made within 3 (Three) days of the Issue Closing Date; 2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 2 (Two) working days of the Issue Closing Date, would be ensured; and 3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law. Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable with fine and/or imprisonment in such a case. BASIS OF ALLOTMENT Allotment will be made in consultation BSE (The Designated Stock Exchange). In the event of oversubscription, the allotment will be made on a proportionate basis in marketable lots as set forth here: 1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the over subscription ratio (number of applicants in the category x number of Shares applied for). 2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio). 3. For applications where the proportionate allotment works out to less than minimum application size the allotment will be made as follows: a) Each successful applicant shall be allotted minimum 3200 equity shares (for Individual Investors)/ 4800 equity shares for (NII/QIB investors) equity shares; and b) The successful applicants out of the total applicants for that category shall be determined by the drawl of lots in such a manner that the total number of Shares allotted in that category is equal to the number of Shares worked out as per (2) above. 4. If the proportionate allotment to an applicant works out to a number that is not a multiple of 1600 equity shares, the applicant would be allotted Shares by rounding off to the lower nearest multiple of 1600 equity shares subject to a minimum allotment of 3200 equity shares (for Individual Investors)/4800 equity shares for (NII/QIB investors) equity shares. 5. If the Shares allocated on a proportionate basis to any category is more than the Shares allotted to the applicants in that category, the balance available Shares for allocation shall be first adjusted against any category, where the allotted Shares are not sufficient for proportionate allotment to the successful applicants in that category, the balance Shares, if any, remaining after such adjustment will be added to the category comprising of applicants applying for the minimum number of Shares. BASIS OF ALLOTMENT IN THE EVENT OF UNDER SUBSCRIPTION In the event of under subscription in the Issue, the obligations of the Underwriters shall get triggered in terms of the Underwriting Agreement. The Minimum subscription of 100.00% of the Issue size shall be achieved before our company proceeds to get the basis of allotment approved by the Designated Stock Exchange. The Executive Director/Managing Director of the BSE - the Designated Stock Exchange in addition to Book Running Lead Manager and Registrar to the Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations, 2018. As per the RBI regulations, OCBs are not permitted to participate in the Issue. There is no reservation for Non- Residents, NRIs, FPIs and foreign venture capital funds and all Non-Residents, NRI, FPI and Foreign Venture Capital Funds applicants will be treated on the same basis with other categories for the purpose of allocation. Equity Shares in Dematerialised Form with NSDL/CDSL To enable all shareholders of the Company to have their shareholding in electronic form, the Company has entered into the following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent: a) We have entered into a tripartite agreement between NSDL, the Company and the Registrar to the Issue on May 09, 2024. Page | 307b) We have entered into a tripartite agreement between CDSL, the Company and the Registrar to the Issue on May 17, 2024. c) The Company’s Equity shares bear an ISIN: INE0W4K01013. An Applicant applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants of either NSDL or CDSL prior to making the Application. • The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant’s identification number) appearing in the Application Form or Revision Form. • Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Applicant. • Names in the Application Form or Revision Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository. • If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’ in the Application Form or Revision Form, it is liable to be rejected. • The Applicant is responsible for the correctness of his or her Demographic Details given in the Application Form vis à vis those with his or her Depository Participant. • Equity Shares in electronic form can be traded only on the stock exchange having electronic connectivity with NSDL and CDSL. The Stock Exchange where our Equity Shares are proposed to be listed has electronic connectivity with CDSL and NSDL. • The allotment and trading of the Equity Shares of the Company would be in dematerialized form only for all investors. PRE-ISSUE AND PRICE BAND ADVERTISEMENT Subject to the provision of the Companies Act 2013, our Company had, after registering the Red Herring Prospectus with the ROC, published a Pre-Issue and Price Band advertisement, at least two working days before the opening of the issue in the form prescribed by the SEBI Regulations, in (i) English National Newspaper; (ii) Hindi National Newspaper and (iii) Regional Newspaper each with wide circulation. In the Pre-Issue and Price Band advertisement, we had stated the Bid Opening Date and the Bid/ Issue Closing Date and the floor price or price band along with necessary details subject to regulation 250 of SEBI ICDR Regulations. This advertisement, subject to the provisions of section 30 of the Companies Act, 2013, was in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations, as amended. SIGNING OF THE UNDERWRITING AGREEMENT AND THE ROC FILING a) Our Company and the Underwriter has entered into an Underwriting Agreement prior to filing of Red Herring Prospectus and the same was filed with RoC, Delhi at the time of Red Herring Prospectus along with any supplementary thereof. b) After signing of the Supplementary to the Underwriting Agreement, the Red Herring Prospectus was filed with the RoC in accordance with applicable law. This Prospectus contains details of the Issue Price, Issue size, and underwriting arrangements and is complete in all material respects. ALLOTMENT ADVERTISEMENT Our Company, the Book Running Lead Manager and the Registrar shall publish an allotment advertisement before commencement of trading, disclosing the date of commencement of trading & all other relevant details, in all editions of Financial Express, an English national daily newspaper with wide circulation, all editions of Jansatta, a Hindi national daily newspaper with wide circulation and Delhi edition of Jansatta, a Hindi language daily newspaper with wide circulation at the place where registered office of the Company is situated. IMPERSONATION Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, which is reproduced below: “Any person who: a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or Page | 308b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 10/- Lakhs or 1.00% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹ 10/- lakhs or one per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹ 50/- Lakh or with both. UNDERTAKINGS BY OUR COMPANY Our Company undertakes the following: • the complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily; • all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchange where the Equity Shares are proposed to be listed shall be taken within three Working Days of the Bid/Issue Closing Date or such other time as may be prescribed by the SEBI or under any applicable law; • if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount received will be refunded/unblocked within the time prescribed under applicable law, failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period; • the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the mode(s) disclosed shall be made available to the Registrar to the Issue by our Company; • where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the Bidder within the time prescribed under applicable law, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; • no further issue of the Equity Shares shall be made until the Equity Shares issued through the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc. • adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to consider them similar to non-ASBA applications while finalizing the basis of allotment; • our Company, in consultation with the BRLM, reserves the right not to proceed with the Fresh Issue, in whole or in part thereof, to the extent of the Issued Shares, after the Bid/ Issue Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the Pre-Issue and Price Band advertisements were published, within two days of the Bid/ Issue Closing Date or such other time as may be prescribed by the SEBI, providing reasons for not proceeding with the Issue and inform the Stock Exchange promptly on which the Equity Shares are proposed to be listed; and • if our Company, in consultation with the BRLM withdraws the Issue after the Bid/ Issue Closing Date and thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus. UTILIZATION OF ISSUE PROCEEDS Our Board certifies that: • all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013; • details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any part of the Issue proceeds remains unutilized, under an appropriate head in the balance sheet of our Company indicating the purpose for which such monies have been utilized; and • details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in the balance sheet indicating the form in which such unutilized monies have been invested. Page | 309RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. Foreign investment is allowed up to 100% under automatic route in our Company. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The Government has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DIPP”), issued the FDI Policy, which, with effect from October 15, 2020 consolidated, subsumed and superseded all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in force and effect prior to October 15, 2020. The FDI Policy will be valid until the DIPP issues an updated circular. FDI in companies engaged in sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid-up share capital of such company under the automatic route, subject to compliance with certain prescribed conditions. At present 100 % foreign direct investment through automatic route is permitted in the sector in which our Company operates. In accordance with the FEMA Non-debt Rules, participation by non-residents in the Issue is restricted to participation by (i) FPIs under Schedule II of the FEMA Non-debt Rules, subject to limit of the individual holding of an FPI below 10% of the post-Issue paid-up capital of our Company and the aggregate limit for FPI investment currently not exceeding the sectoral cap; and (ii) Eligible NRIs applying only on a non-repatriation basis under Schedule IV of the FEMA Non-debt Rules. Further, other non-residents applying on a repatriation basis, FVCIs and multilateral and bilateral development financial institutions are not permitted to participate in the Issue. As per the existing policy of the Government of India, OCBs cannot participate in this issue. For more details, please refer chapter titled “Issue Procedure” beginning on page no. 281 of this Prospectus. The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (DIPP), issued consolidates FDI Policy, which with effect from August 28, 2017 consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in force and effect as on August 27, 2017. The Government proposes to update the consolidated circular on FDI Policy once every year and therefore, the Consolidation FDI Policy will be valid until the DIPP issues an updated circular. The transfer of shares by an Indian resident to a Non-Resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under the Consolidated FDI Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (ii) the non-resident shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI/RBI. The foreign investment in our Company is governed by, inter-alia, the FEMA, the FEMA Non-debt Rules, the FDI Policy issued and amended by way of press notes. Further, in terms of the FEMA Non-debt Rules, the aggregate FPI investment limit is the sectoral cap applicable to Indian company as prescribed in the FEMA Non-Debt Instruments Rules with respect to its paid-up equity capital on a fully diluted basis. For more details, please refer chapter titled “Issue Procedure” beginning on page no. 281 of this Prospectus. Further, in accordance with the FDI Policy, the Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DIPP and the FEMA Non-debt Rules, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Non-debt Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made a similar amendment to the FEMA Non-Debt Rules. Each Bidder should seek independent legal advice about its ability to participate in the Issue. In the event such prior approval of the Government of India is required, and such approval has Page | 310been obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval along with a copy thereof within the Bid/Issue Period. Investment conditions/restrictions for overseas entities Under the current FDI Policy 2020, the maximum amount of Investment (sectoral cap) by foreign investor in an issuing entity is composite unless it is explicitly provided otherwise including all types of foreign investments, direct and indirect regardless of whether it has been made for FDI, FPI, NRI/OCI, LLPs, FVCI, Investment Vehicles and DRs under Schedule 1, 2, 3, 6, 7, 8, 9, and 11 of FEMA (Transfer or Issue of Security by Persons Resident outside India) Regulations, 2017. Any equity holding by a person resident outside India resulting from conversion of any debt instrument under any arrangement shall be reckoned as foreign investment under the composite cap. Portfolio Investment upto aggregate foreign investment level of 49% or sectoral/statutory cap, whichever is lower, will not be subject to either Government approval or compliance of sectoral conditions, if such investment does not result in transfer of ownership and/or control of Indian entities from resident Indian citizens to non-resident entities. Other foreign investments will be subject to conditions of Government approval and compliance of sectoral conditions as per FDI Policy. The total foreign investment, direct and indirect, in the issuing entity will not exceed the sectoral/statutory cap. i. Investment by FPIs under Portfolio Investment Scheme (PIS): With regards to purchase/sale of capital instruments of an Indian company by an FPI under PIS the total holding by each FPI or an investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10 % of the total paid-up equity capital on a fully diluted basis or less than 10% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all FPIs put together shall not exceed 24 % of paid- up equity capital on fully diluted basis or paid-up value of each series of debentures or preference shares or share warrants. The said limit of 10 percent and 24 percent are called the individual and aggregate limit, respectively. However, this limit of 24 % may be increased upto sectoral cap/statutory ceiling, as applicable, by the Indian company concerned by passing a resolution by its Board of Directors followed by passing of a special resolution to that effect by its general body. ii. Investment by NRI or OCI on repatriation basis: The purchase/sale of equity shares, debentures, preference shares and share warrants issued by an Indian company (hereinafter referred to as “Capital Instruments”) of a listed Indian company on a recognised stock exchange in India by Non-Resident Indian (NRI) or Overseas Citizen of India (OCI) on repatriation basis is allowed subject to certain conditions under Schedule 3 of the FEMA (Transfer or Issue of security by a person resident outside India) Regulations, 2017 i.e.: The total holding by any individual NRI or OCI shall not exceed 5 percent of the total paid-up equity capital on a fully diluted basis or should not exceed 5 percent of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10 percent of the total paid-up equity capital on a fully diluted basis or shall not exceed 10 percent of the paid-up value of each series of debentures or preference shares or share warrants; provided that the aggregate ceiling of 10 percent may be raised to 24 percent if a special resolution to that effect is passed by the general body of the Indian company. iii. Investment by NRI or OCI on non-repatriation basis: As per current FDI Policy 2020, schedule 4 of FEMA (Transfer or Issue of Security by Persons Resident outside India) Regulations – Purchase/ sale of Capital Instruments or convertible notes or units or contribution to the capital of an LLP by a NRI or OCI on non-repatriation basis, will be deemed to be domestic investment at par with the investment made by residents. This is further subject to remittance channel restrictions. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“US Securities Act”) or any other state securities laws in the United States of America and may not be sold or offered within the United States of America, or to, or for the account or benefit of “US Persons” as defined in Regulation S of the U.S. Securities Act, except pursuant to exemption from, or in a transaction not subject to, the registration requirements of US Securities Act and applicable state securities laws. Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore transaction in reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction where those offers and sale occur. The Equity Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of the jurisdiction where those Issues and sales occur. Page | 311The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given for the benefit of the Applicants. Our Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus. Applicants are advised to make their independent investigations and ensure that the Applications are not in violation of laws or regulations applicable to them. [Remainder of the page has been intentionally left blank] Page | 312DESCRIPTION OF EQUITY SHARES RELATED TERMS OF THE ARTICLES OF ASSOCIATION THE COMPANIES ACT, 2013 COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF BLT LOGISTICS LIMITED [Company Limited by Shares] 1. The regulations contained in the Table marked ‘F’ in Schedule I to the Companies Act, 2013 shall not apply to the Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles or by the said Act, which shall be the regulations for the management of the company. INTERPRETATION 2. (a) “Act” means the Companies Act, 2013 or any statutory modification or re- enactment thereof for the time being in force and any previous Company Law, so far as may be applicable. (b) “Articles” means these Articles of Association of the Company or as altered from time to time. (c) "Associate Company", in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. Explanation: For the purposes of this clause, "significant influence" means control of at least twenty per cent of total share capital, or of business decisions under an agreement; (d) “Board of Directors” or “Board”, means the collective body of the directors of the Company and shall include a Committee thereof. (e) “Company” means “BLT Logistics Limited”. (f) “Control” shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner (g) “Depositories Act” means the Depositories Act, 1996, or any statutory modification or re-enactment thereof, for the time being in force. (h) “Depository” means a depository as defined under Section 2(1)(e) of the Depositories Act. (i) “Director” means a member of the Board appointed in accordance with these Articles, including any additional and/or alternate director., (j) “Debenture” includes Debenture stock, bonds or any other instrument of a Company evidencing a debt, whether constituting a charge on the assets of the Company or not. (k) “Documents” includes summons, notice, requisition, order, declaration, form and register whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form. (l) “General Meeting” means a general meeting of the shareholders of the company whether an annual general meeting or an extraordinary general meeting. (m) “Independent Director” shall have the meaning as prescribed in the Act. (n) “Key Managerial Personnel” means Chief Executive Officer or Managing Director or the manager; the company secretary; whole-time director; Chief Financial Officer; and such other officer as may be notified from time to time in the Rules. (o) “Ordinary and Special Resolution” shall have the meaning assigned to these term in section 114 of the Act. (p) “Promoters” means a person- (a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in Section 92; or (b) who has control over the affairs of the Company, directly or indirectly whether as a shareholder, director or otherwise; or (c) in accordance with whose advice, directions or instructions the Board of Directors of the Company is accustomed to act: Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional Page | 313capacity; (q) “Rules” means applicable rules for the time being in force as prescribed under relevant Sections of the Act. (r) “Seal” means common seal of the company wherever any is duly adopted by the company. (s) “Secretary” is a KEY Managerial Person appointed by the Board of Directors to perform any of the duties of a Company Secretary. (t) “The Office” means Registered office of the company. 3. Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Words importing the singular number shall include the plural number and words importing the masculine gender shall, where the context admits, include the feminine and neuter gender. PUBLIC COMPANY 4. The Company is a Public Company within the meaning of Section 2 (71) of the Companies Act, 2013. SHARE CAPITAL AND VARIATION OF RIGHTS 5. The Authorised Share Capital of the Company shall be such amount and be divided into such shares as may from time to time, be provided in clause V of Memorandum of Association with power to Board of Directors to reclassify, subdivide, consolidate and increase and with power from time to time, to issue any shares of the original capital or any new capital with and subject to any preferential, qualified or special rights, privileges, or conditions may be, thought fit and upon the sub-division of shares to apportion the right to participate in profits, in any manner as between the shares resulting from sub-division. 6. The Board may issue and allot shares in the Capital of the Company for consideration other than cash. KINDS OF SHARE CAPITAL 7. The Company may issue the following kinds of shares in accordance with these Articles, the Act, the Rules and other applicable laws: (a) Equity share capital: (i) with voting rights; and / or (ii)with differential rights as to dividend, voting or otherwise in accordance with the Rules; and (b) Preference share capital CERTIFICATE OF SHARES 8. (1) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after allotment or within one month from the date of receipt by the Company of the application for the registration of transfer or transmission or within such other period as the conditions of issue shall provide, -- (a) one certificate for all his shares without payment of any charges; or (b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first. (2) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. (3) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate. Page | 314(4) A person opts to hold any shares with the depository, the Company shall intimate such depository the details of allotment of the shares to enable the depository to enter in its records the name of such person as the beneficial owner of that shares. (5) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company DEMATERIALISATION OF SECURITIES 9. Notwithstanding anything contained in these Articles the company shall entitled to dematerialize its shares, debentures and other securities and held in the depositories and offer its securities in dematerialized form. 10. Save as herein otherwise provided the company shall be entitled to treat the person whose name appears as the beneficial owner of the shares, debentures and other securities in the records of the depository as the absolute owner thereof as regards receipt of dividends or bonus on shares, interest/premium on debentures and other securities and repayment thereof or for service of notices and all or any other matters connected with the company and accordingly the company shall not ( except as ordered by the court of competent jurisdiction or as by law required and except as aforesaid) be bound to recognise any benami trust or equity or equitable contingent or other claim to or interest in such shares, debentures or other securities as the case may be, on the part of any other person weather or not it shall have express or implied notices thereof. 11. In case of transfer of shares, debentures or other securities where the company has not issued any certificate and where such shares debentures or other securities are being held in electronic and fungible form the provisions of the Depositories Act shall apply. 12. Every Depository shall furnish to the Company, information about the transfer of securities in the name of the Beneficial Owner at such intervals and in such manner as may be specified by the bye-laws of the Depository and the company in that behalf. 13. Except as specifically provided in these Articles the provisions relating to joint holders of shares, calls, lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in electronic form so far as they apply to shares in physical form subject however to the provisions of the Depositories Act. Provided that, nothing contained in Articles shall apply to the transfer of shares, debenture or other marketable securities effected by the transferor and the transferee, both of whom are entered as beneficial owners are entered as beneficial owners in the record of the depository. COMMISSION FOR PLACING OF SHARES 14. (1) Subject to the provision of the Act, the Company may at any time pay a commission to any person for subscribing or agreeing to subscribing or agreeing to subscribe ( weather absolutely or conditionally) for any shares, debentures or debenture stock or other securities of the company or procuring or agreeing to procure subscriptions ( weather absolute or conditional) for shares, debentures or debenture-stock or other securities of the company but so that the statutory conditions and requirements shall not exceed the rate as may be fixed under the Companies Act 2013, the Rules and SEBI guidelines wherever applicable. (2) The commission may be paid or satisfied (subject to the provisions of the act and these Articles) in cash or in shares, debentures or debenture stock of the company, (Whether fully paid or otherwise) or in any combination thereof. VARIATION OF MEMBER’S RIGHT 15. (1) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms or issue of the shares of that class) may, subject to the provisions of the Act, and whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of thatclass, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class and all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class in question. (2) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall Page | 315not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith ISSUE AND REDEMPTION OF PREFERENCE SHARES 16. Subject to the provisions of the Act and Rules made in this behalf, the Board shall have the power to issue or re-issue preference shares of one or more classes which are liable to be redeemed, or converted to equity shares, on such terms and conditions and in such manner as determined by the Board in accordance with the Act. FURTHER ISSUE OF CAPITAL 17. (1) The Board or the Company, as the case may be, may, in accordance with the Act and the Rules, issue further shares to (a) persons who, at the date of offer, are holders of equity shares of the Company; such offer shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; or (b) Employes under the scheme Employees Stock Option (c) any persons, whether or not those persons include the persons referred to in clause (a) or clause (b) above. 18. A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the Rules and SEBI guidelines. ISSUE OF SECURITIES AT A PREMIUM 19. The Company shall have power to issue Securities at a premium and shall duly comply with the provision of Sections 52 of the said Act. LIEN 20. (i) The company shall have a first and paramount lien – (a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and (b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company: Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause (ii) The company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares. 21. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien: Provided that no sale shall be made -- a. unless a sum in respect of which the lien exists is presently payable; or b. until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency 22. (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof (ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer. (iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale 23. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable. Page | 316(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale. 24. In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless required by any statute) be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether a creditor of the registered holder or otherwise. The Company’s lien shall prevail notwithstanding that it has received notice of any such claim. 25. The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities including debentures of the Company. 26. The Company may issue Share warrants subject to, and in accordance with, the provisions of the Act and the applicable rules/ regulations/ guidelines. The Board may in its discretion, with respect to any Share which is fully paid-up, on application in writing signed by the person registered as holder of the Share, and authenticated by such evidence (if any) as the Board may from time to time, require as to the identity of the person signing the application, and on receiving the certificate (if any) with respect to the Share, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a Share warrant. 27. (1) The bearer of a Share warrant may at any time deposit the warrant at the office of the Company, and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company, and of attending, and voting and exercising the other privileges of a Shareholder at any meeting held after the expiry of two (2) clear days from the time of deposits, as if the depositor’s name were inserted in the Register of Members as the holder of the Shares included in the deposited warrant. (2) Not more than one person shall be recognized as the depositor of the Share warrant. (3) The Company shall on two (2) days written notice return the deposited Share warrant to the depositor. 28. (1) Except as herein otherwise expressly provided, no person shall, as bearer of a Share warrant, sign a requisition for calling a meeting of the Shareholders of the Company, or attend, or vote or exercise any other privilege of a Shareholder at a meeting of the Shareholders, or be entitled to receive any notices from the Company. (2) The bearer of a Share warrant shall be entitled in all other respects to the same privileges and advantages as if such person were named in the Register of Members as the holder of the Shares included in the warrant, and such person shall be a Shareholder. 29. The Board may, from time to time, make rules as to the terms on which (if it deems fit) a new Share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction. POWER TO BORROW 30. The Board may, from time to time, and at its discretion, subject to the provisions of the Act and these Articles, accept deposits from Shareholders either in advance of calls or otherwise and generally raise or borrow moneys, either from the Directors, their friends and relatives or from others for the purposes of the Company and/or secure the payment of any such sum or sums of money, provided however, where the moneys to be borrowed together with the moneys already borrowed by the Company (apart from the temporary loans obtained from the Company's bankers in ordinary course of business) and remaining outstanding and undischarged at that time exceed the aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart for any specific purpose), the Board shall not borrow such money without the consent of the Company in a General Meeting by an ordinary resolution. The Board may raise and secure the payment of such sum or sums in such manner and upon such terms and conditions as it thinks fit, and in particular by receiving deposits, issue of bonds, debentures perpetual, redeemable, debenture stock, or any security of the Company or by mortgage or charge or other security upon all or any part of the property or undertaking of the Company (both present and future), including its uncalled capital for the time being; provided that the Board shall not give any option or right to any person for making calls on the Shareholders in respect of the amount unpaid for the time being on the Shares held by them, without the previous sanction of the Company in a General Meeting. Page | 317CALLS ON SHARES 31. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call. (ii) Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares. (iii) A call may be revoked or postponed at the discretion of the Board 32. (1) A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be required to be paid by instalments. (2) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof 33. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent per annum or at such lower rate, if any, as the Board may determine. (ii) The Board shall be at liberty to waive payment of any such interest wholly or in part. 34. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. (ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified 35. The Board a. may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and b. upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate as may be fixed by the Board. Nothing contained in this clause shall confer on the member (a) any right to participate in profits or dividends or (b) any voting rights in respect of the moneys so paid by him until the same would, but for such payment, become presently payable by him 36. Neither a judgement nor a decree in favour of Company for calls or other moneys due in respect of any share, nor any part payment or satisfaction there under, nor the receipt by the Company of a portion of any money which shall, from time to time, be due from any member in respect of any share, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided 37. The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities including debentures of the Company 38. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 39. The Board may, subject to the right of appeal conferred by section 58 decline to register – a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or b) any transfer of shares on which the company has a lien. 40. The Board may decline to recognise any instrument of transfer unless – Page | 318a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56; b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and c) the instrument of transfer is in respect of only one class of shares 41. On giving not less than seven days' previous notice in accordance with section 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year. 42. The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other securities including debentures of the Company. TRANSMISSION OF SHARES 43. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares. (ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 44. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either – a) to be registered himself as holder of the share; or b) to make such transfer of the share as the deceased or insolvent member could have made. (ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. 45. (1) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. 46. (2) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (3) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. (4) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with FORFEITURE OF SHARES 47. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued 48. The notice aforesaid shall – Page | 319a. name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and b. state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. 49. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect 50. Neither the receipt by the Company for a portion of any money which may from time to time be due from any member in respect of his shares, nor any indulgence that may be granted by the Company in respect of payment of any such money, shall preclude the Company from thereafter proceeding to enforce a forfeiture in respect of such shares as herein provided. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited shares and not actually paid before the forfeiture. 51. When any share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting member and an entry of the forfeiture with the date thereof, shall forthwith be made in the register of members but no forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry as aforesaid. 52. The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest in and all claims and demands against the Company, in respect of the share and all other rights incidental to the share. 53. A forfeited share shall become the property of the Company and may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Board thinks fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as it thinks fit. 54. A member whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall not withstanding the forfeiture remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with interest thereon at such rate as the Board may determine. 55. A duly verified declaration in writing that the declarant is a Director, the Manager or the Secretary of the Company, and that a share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. 56. Upon any sale after forfeiture or for enforcing a lien in exercise of the powers hereinabove given, the Board may, if necessary, appoint some person to execute an instrument for transfer of the shares sold and cause the purchaser’s name to be entered in the register of members in respect of the shares sold and after his name has been entered in the Register of Members in respect of such shares the validity of the sale shall not be impeached by any persons 57. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate(s), if any, originally issued in respect of the relative shares shall (unless the same shall on demand by the Company has been previously surrendered to it by the defaulting member) stand cancelled and become null and void and be of no effect, and the Board shall be entitled to issue a duplicate certificate(s) in respect of the said shares to the person(s) entitled thereto. 58. The Board may, subject to the provisions of the Act, accept a surrender of any share from or by any member desirous of surrendering them on such terms as they think fit 59. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share, becomes payable at a fixed time whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 60. The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other securities including debentures of the Company. Page | 320ALTERATION OF CAPITAL 61. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. 62. Subject to the provisions of section 61, the company may, by ordinary resolution, - a. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; b. convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination; c. sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum; d. cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 63. Where shares are converted into stock, -- a. the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose. b. the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. c. such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder/ member” in those regulations shall include “stock” and “stock- holder” respectively 64. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law, -- a. its share capital; b. any capital redemption reserve account; or c. any share premium account. d. any other reserve in the nature of share capital. JOINT HOLDERS 65. Where two or more persons are registered as joint holders of any share, they shall be deemed to hold the same as joint tenants with benefit of survivorship, subject to the following provisions: a. The person whose name stands first on the register in respect of such shares shall alone be entitled to delivery of certificate thereof. b. Any one of such persons may give effectual receipts for any dividend, bonus or return of capital payable in respect of such share and such joint holders shall be severally, as well as jointly liable for payment of all installments and calls due in respect of such share/shares. c. Any one of two or more joint-holders may vote at any meeting either personally or by attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy or by attorney then that one of such persons so present whose name stands first or higher (as the case may be) on the register in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators, of a deceased member in whose names any share stands shall be for the purpose of this Article be deemed joint holders thereof; d. On death of any one or more of such joint holders, the survivors shall be the only persons, recognized by the Company as having any title to or interest in such share, but the Directors may require such evidence of death as they may deem fit, and nothing herein contained shall be taken to release the Page | 321estate of a deceased joint holder from any liability on shares held by him jointly with any other person. e. The provisions of these Articles relating to joint holders of shares shall mutatis mutandis apply to any other securities including debentures of the Company registered in joint names. CAPITALIZATION OF PROFITS 66. (i) The company in general meeting may, upon the recommendation of the Board, resolve – (a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts, or to the credit of the, profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards -- A. paying up any amounts for the time being unpaid on any shares held by such members respectively; B. paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid- up, to and amongst such members in the proportions aforesaid; C. partly in the way specified in sub-clause (A) and partly in that specified in sub- clause (B); (iii) securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares; (iv) The Board shall give effect to the resolution passed by the company in pursuance of this regulation. 67. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall (a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares if any; and (b) generally, do all acts and things required to give effect thereto. (ii) The Board shall have power -- (a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and (b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares; (iii) Any agreement made under such authority shall be effective and binding on such members. BUY-BACK OF SHARES 68. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities. GENERAL MEETINGS 69. All general meetings other than annual general meeting shall be called extraordinary general meeting 70. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. (ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board PROCEEDINGS AT GENERAL MEETING 71. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Page | 322(ii) No business shall be discussed or transacted at any general meeting except election of Chairperson whilst the Chair is vacant. (iii) The quorum for a general meeting shall be as provided in the Act 72. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company 73. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. 74. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. 75. On any business at any general meeting, in case of an equality of votes, whether on a show of hands or electronically or on a poll, the Chairperson shall have a second or casting vote. 76. (i) The Company shall cause minutes of the proceedings of every general meeting of any class of members or creditors and every resolution passed by postal ballot to be prepared and signed in such manner as may be prescribed by the Rules and kept by making within thirty days of the conclusion of every such meeting concerned or passing of resolution by postal ballot entries thereof in books kept for that purpose with their pages consecutively numbered. (ii) The Chairman shall exercise an absolute discretion in the matters as are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or detrimental to the interests of the Company. The minutes of the meeting kept in accordance with the provisions of the Act shall be evidence of the proceedings recorded ther ADJOURNMENT OF MEETING 77. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. (iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting VOTING RIGHTS 78. Subject to any rights or restrictions for the time being attached to any class or classes of shares, - a. on a show of hands, every member present in person shall have one vote; and b. on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once. 79. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. (ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members 80. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the office or such other office of the Company as may from time to time be designated by the Board, not less than forty eight hours before the time for holding the meeting or adjourned meeting at which such person claims to vote. If any member be a minor, the vote in respect of his share or shares shall be by his guardian or any one of his Page | 323guardians 81. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll 82. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid 83. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. (ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive. PROXY 84. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarized copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid 85. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105 86. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used BOARD OF DIRECTORS 87. a. Unless otherwise determined by the Company in general meeting, the number of directors shall not be less than 3 (three) and shall not be more than 15 (Fifteen). b. Subject to the provisions of Section 149 of the Act, the Company may from time to time by Special Resolution increase or reduce the number of Directors within the limits fixed by these Articles, and may also determine in what rotation the increased or reduced number is to vacate the office. A person appointed as a Director shall not act as a Director unless he gives his consent to hold the office as director and such consent has been filed with the Registrar within thirty days of his appointment in such manner as prescribed in the relevant Rules. The Directors shall appoint one women director as per the requirements of section 149 of the Act. c. The following shall be the first directors of the Company Rakesh Kumar Krishan Kumar 88. (i) The Company shall appoint such number of Independent Directors as it may deem fit, for a term specified in the resolution appointing him. An Independent Director may be appointed to hold office for a term of up to five consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of Special Resolution and such other compliances as may be required in this regard. No Independent Director shall hold office for more than two consecutive terms. The provisions relating to retirement of directors by rotation shall not be applicable to appointment of Independent Directors. (ii) Not less than two-thirds of the total number of Directors of the Company shall: (a) be persons whose period of office is liable to determination by retirement of Directors by rotation; and (b) save as otherwise expressly provided in the said Act; be appointed by the Company in General Meeting. Page | 324Explanation:- For the purpose of this article “Total number of directors” shall not include Independent Directors appointed on the Board of the Company. The remaining Directors of the Company shall also be appointed by the Company in General Meeting except to the extent that the Articles otherwise provide or permit. (iii) The remaining Directors of the Company shall also be appointed by the Company in General Meeting except to the extent that the Articles otherwise provide or permit. (iv) Subject to the provisions of Section 152 of the Act at every Annual General Meeting, one third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office. (v) The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot. A retiring Director shall be eligible for re- election. (vi) At the Annual General Meeting at which a Director retires as aforesaid, the Company may fill up the vacancy by appointing the retiring Director or some other person thereto. (vii) If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a National Holiday, till the next succeeding day which is not a holiday, at the same time and place. (viii) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been re-appointed at the adjourned meeting unless :- (a) at the meeting or at the previous meeting a resolution for the reappointment of such Director has been put to the meeting and lost; (b) the retiring Director has, by a notice in writing addressed to the Company or its Board of Directors, expressed his unwillingness to be so re-appointed; (c) he is not qualified or is disqualified for appointment; (d) a resolution, whether special or ordinary, is required for his appointment or reappointment by virtue of any provisions of the said Act; or (e) The Whole-time Directors shall not be liable to retire by rotation. 89. (1) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day. (2) The remuneration payable to the Directors, including any Managing or Whole-time Director or Manager, if any, shall be determined in accordance with and subject to the provisions of the Act by a resolution passed by the Company in General Meeting. (3) Every Director shall be paid a sitting fee not exceeding the limits prescribed in the Companies Act, 2013 or any amendment thereof for each meeting of the Board of Directors or of any committee thereof attended by him and shall be paid in addition thereto all travelling, hotel and other expenses properly incurred by him in attending and returning from the meetings of the Board of Directors or any committee thereof or General Meeting of the company or in connection with the business of the Company to and from any place. 90. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine. 91. The Board of Directors shall have power at any time, and from time to time, to appoint any person other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office only up to the date of the next Annual General Meeting, or the last date on which the annual general meeting should have been held, whichever is earlier, but shall be eligible for appointment by the Company at that meeting subject to the provisions of the Act. 92. The Board of Directors may appoint a person, not being a person holding any alternate directorship for any other Director in the Company, to act as an Alternate Director to act for a director (hereinafter called as “Original Director”) during his absence for a period less than three months from India. No person shall be appointed as an alternate director for an Independent Director unless he is qualified to be appointed as an Independent Director. An Alternate Director shall be entitled to notice of meetings of the Directors, and to Page | 325attend and vote thereat accordingly. An Alternate Director shall vacate office if and when the Original Director returns to India. If the term of office of the Original Director is determined before he so returns to India as aforesaid any provision for the automatic reappointment of retiring Directors in default of another appointment shall apply to the Original Director and not to the Alternate Director. An Alternate Director may be removed by the Board of Directors which may appoint another Alternate Director in his place. 93. The Board may appoint any person as a director nominated by any financial institution, bank, corporation or any other statutory body, or if the Company has entered into any obligation with any such institution, bank, corporation or body in relation to any financial assistance by way of loan advanced to the Company or guarantee or given of any loan borrowed or liability incurred by the Company or so long as the Company is indebted. Such Nominee Director/s shall not be required to hold any share qualification in the Company, and such Nominee Director/s shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company 94. If the office of any Director appointed by the Company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may, be filled by the Board of Directors at a meeting of the Board and the person so appointed shall hold office upto the date which the Director in whose place he is appointed would have held office, if it had not been vacated as aforesaid. Subject to the provisions of Section 168 of the Act a Director may at any time resign from his office upon giving notice in writing to the Company of his intention so to do, and thereupon his office shall be vacated POWERS OF BOARD 95. The management and business of the Company shall be vested in the Board of Directors, who may exercise all such powers of the Company as are not by the Act or any statutory modification thereof for the time being in force, or by these presents, required to be exercised by the Company in General Meeting, subject nevertheless to any regulation of these presents, to the provisions of the said Act, and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meeting, but no regulation made by the Company in General meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. 96. Subject to the provisions of Section 179 of the Act and other provisions of the Act and rules there under, the Board may delegate from time to time and at any time to committee formed out of the Directors any of its powers, authorities, and discretion for the time being vested in the Board and any such delegations may be made on such terms and subject to such conditions as the Board may think fit. 97. The Board may appoint, at any time and from time to time by a power of attorney under the Company’s seal any person to be attorney of the company for such purposes and with such powers, authorities and discretions not exceeding those vested in or exercisable by the board under these Articles and for such period and subject to such conditions as the Board may from time to time thinks fit, and any such appointment may, if the Board thinks fit, be made in favour of the members or any of the members of any firm or company, or the members, directors, nominees or manufacturers of any firm or company or otherwise in favour of anybody or persons, whether nominated directly or indirectly by the Board, and any such power of attorney may contain such provision for the protection or convenience of persons dealing with such attorney as the Board may think fit. 98. The Board may authorise any such delegate, or attorney as aforesaid to sub-delegate all or any of the powers, authorities and discretions for the time being vested in it. 99. Subject to the provisions of Section 179, the Board may delegate all or any of their powers to any Directors jointly or severally or to any one Director at their discretion. PROCEEDINGS OF THE BOARD 100. (1) A minimum number of four meetings of the Directors shall have been held in every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. The Directors may meet together for the conduct of business, adjourn and otherwise regulate their meeting and proceedings, as they think fit. (2) The Chairperson may at any time summon a meeting of the Board and the Chairperson or a Page | 326Secretary, on the requisition of a Director, shall at any time summon a meeting of the Board. Subject to provisions of Section 173 (3) of the Act, notice of not less than seven days of every meeting of the Board of Directors of the Company shall be given in writing to every Director at his address registered with the company and shall be sent by hand delivery or by post or through electronic means. The meeting of the Board may be called at a shorter notice to transact urgent business subject to the condition that at least one Independent Director of the Company shall be present at the meeting. In the event, any Independent Director is not present at the meeting called at shorter notice, the decision taken at such meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one Independent Director. (3) The quorum for a meeting of the Board shall be one-third of its total strength (any fraction contained in that one third being rounded off as one), or two directors whichever is higher and the directors participating by video conferencing or by other audio visual means shall also be counted for the purposes of quorum. Provided that where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strength, the number of the remaining Directors, that is to say, the number of the Directors who are not interested, being not less than two, shall be the quorum during such time. (4) With regard to every meeting conducted through video conferencing or other permitted means, the scheduled venue of the meetings shall be deemed to be in India, for the purpose of specifying the place of the said meeting and for all recordings of the proceedings at the meeting. 101. (1) Save as otherwise expressly provided in the Act, a meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the regulations of the Company for the time being vested in or exercisable by the Directors generally and all questions arising at any meeting of the Board shall be decided by a majority of the votes. (2) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote 102. The continuing Directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that fixed for the quorum, or of summoning a general meeting of the Company, but for no other purpose. 103. (1) The Chairperson of the Company shall be the Chairperson at meetings of the Board. In his absence, the Board may elect a chairperson of its meetings and determine the period for which he is to hold office. (2) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their members to be Chairperson of the meeting. 104. (1) The Board may, subject to the provisions of the Act, delegate any of its powers to Committees consisting of such member or members of its body as it thinks fit. (2) Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board. (3) The participation of Directors in a meeting of the Committee may be either in person or through video conferencing or audio visual means or teleconferencing, as may be prescribed by the Rules or permitted under law 105. A Committee may elect a Chairperson of its meetings unless the Board, while constituting a Committee, has appointed a Chairperson of such Committee. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within fifteen minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting 106. (1) A Committee may meet and adjourn as it thinks fit. (2) Questions arising at any meeting of a Committee shall be determined by a majority of votes of the members present. In case of an equality of votes, the Chairperson of the Committee shall have a second or casting vote 107. All acts done in any meeting of the Board or of a Committee thereof or by any person acting as a Director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such Directors or of any person acting as aforesaid or that they or any of them were disqualified be as valid as if every such Director or such person had been duly appointed and was qualified to be a Director. Page | 327108. Subject to the provisions of the Act, resolutions of the Board may be passed by circulation, if the resolution has been circulated in draft, together with necessary papers, if any, to all the Directors or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through such electronic means as may be prescribed and has been approved by a majority of the directors or members, who are entitled to vote on the resolution: Provided that, where not less than one-third of the total number of Directors of the Company for the time being require that any resolution under circulation must be decided at a meeting, the Chairperson shall put the resolution to be decided at a meeting of the Board. A resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting KEY MANAGERIAL PERSONNEL 109. Subject to the provisions of the Act, a Key Managerial Personnel may be appointed by the Board for such term at such remuneration and upon such conditions as it may think fit and the Key Managerial Personnel so appointed may be removed by means of a resolution in the Board Meeting. REGISTERS 110. The Company shall keep and maintain at its registered office all statutory registers namely, register of charges, register of members, register of debenture holders, register of any other security holders, the register and index of beneficial owners and annual return, register of loans, guarantees, security and acquisitions, register of investments not held in its own name and register of contracts and arrangements for such duration as the Board may, unless otherwise prescribed, decide, and in such manner and containing such particulars as prescribed by the Act and the Rules. 111. The Company shall keep and maintain at its registered office all statutory registers namely, register of charges, register of members, register of debenture holders, register of any other security holders, the register and index of beneficial owners and annual return, register of loans, guarantees, security and acquisitions, register of investments not held in its own name and register of contracts and arrangements for such duration as the Board may, unless otherwise prescribed, decide, and in such manner and containing such particulars as prescribed by the Act and the Rules. THE SEAL 112. (1) The Board shall provide a common seal for the Company and shall have power from time to time to destroy the same, substitute a new seal in lieu thereof, and the common seal shall be kept at the Registered Office of the Company and committed to the custody of the Whole- time/ Managing Director or the Secretary if there is one. (2) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of anyone Director or the Secretary or such other person as the Board/ Committee may appoint for the purpose shall sign every instrument to which the seal of the company is so affixed in their presence. DIVIDENDS AND RESERVE 113. The Company in General Meeting may declare dividends but no dividend shall exceed the amount recommended by the Board. 114. Subject to the provisions of the Act, the Board may from time to time pay to the members such interim dividends of such amount on such class of shares and at such times as it may think fit. 115. (1) The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applied for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time, think fit. (2) The Board may also carry forward any profits which it may consider necessary not to divide, without Page | 328setting them aside as a reserve. 116. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. (2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. (3) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. 117. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. 118. (1) Any dividend, interest or other monies payable in cash in respect of shares may be paid by electronic mode or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. (2) Every such electronic transfer, cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders may, direct the payment of the cheque or warrant if purporting to be duly endorsed shall be a good discharge to the Company. Payment in any way whatsoever shall be made at the risk of the person entitled to the money represented thereby. 119. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. 120. Notice of any dividend that may have been declared shall be given to the persons entitled to share thereto in the manner mentioned in the Act. 121. No dividend shall bear interest against the Company ACCOUNTS 122. (1) The books of account and books and papers of the Company, or any of them, shall be open to the inspection of Directors in accordance with the applicable provisions of the Act and the Rules. The Board of Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books and documents of the Company or any of them shall be open to the inspection of the members, and no member (not being a Director) shall have any right of inspecting any account or books or documents of the Company except as conferred by statute or authorised by the Directors or by the resolution of the Company in General Meeting. Subject to Section 129 of the Act at every Annual General Meeting of the Company the Directors shall lay before the Company a Financial Statements for each financial year. The Financial Statements shall be signed in accordance with the provisions of Section 134 of the said Act. Every account when audited and approved by a General Meeting shall be conclusive. AUDIT 123. Accounts to be Audited Every Balance Sheet and Profit and Loss Account shall be audited by one or more Auditors to be appointed as hereinafter set out 124. Remuneration of Auditors The remuneration of the Auditors shall be fixed by the Board as authorised in a General Meeting from time to time WINDING UP Page | 329125. Subject to the applicable provisions of the Act and the Rules made thereunder c. If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not. d. For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. e. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. INDEMNITY AND INSURANCE 126. (a) Subject to the provisions of the Act, the Managing Director and every Director, Manager, Company Secretary and other officer or Employee of the Company shall be indemnified by the Company against any liability, and it shall be the duty of Directors out of the funds of the Company to pay, all costs and losses and expenses (including travelling expenses) which any such Director, Officer or employee may incur or become liable to by reason of any contract entered into or act or deed done by him as such Managing Director, Director, Company Secretary, Officer or Employee or in any way in the discharge of his duties. (b) Subject as aforesaid the Managing Director and every Director, Manager, Company Secretary, or other officer or employee of the Company shall be indemnified against any liability incurred by them or him in defending any proceedings, whether civil or criminal in which judgement is given in their or his favour or in which he is acquitted or discharged or in connection with any application under applicable provisions of the Act in which relief is given to him by the Court. (c) The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or former directors and key managerial personnel for indemnifying all or any of them against any liability for any acts in relation to the Company for which they may be liable but have acted honestly and reasonably. (d) Subject to the provisions of the Act, no Director or other officer of the Company shall be liable for the act, receipts, neglects or defaults of any other Director or Officer, or for joining in any receipt or other act for conformity or for any loss or expense happening to the company, or for the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys or the company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person, company or corporation, with whom any moneys, securities or effects shall be entrusted or deposited or for any loss occasioned by any error of judgement or oversight on his part, or for any other loss or damage or misfortune whatever which shall happen in the execution of the duties of his officer or in relation thereto unless the same happen through his own willful act or default. GENERAL POWER 127. Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided. SECRECY CLAUSE 128. No member shall be entitled to inspect the Company works without the permission of the Director, or Managing Director, or to require discovery of or any information respecting any details of the company’s internal process, technology, marketing strategies trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the Company to communicate to the public 129. Every Director, Managing Director, Manager, Company Secretary, Auditor, Trustee, Members of a Page | 330Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the Company, shall if so required by the Directors before entering upon his duties, or at any time during his term of office, sign a declaration pledging himself to observe strict secrecy respecting all transactions of the Company and the state of accounts and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or any meeting or by a Court of Law or by the person to whom such matters relate and expect so far as may be necessary in order to comply with any of the provisions of these Articles or law [Remainder of the page has been intentionally left blank] Page | 331SECTION XIV – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two (2) years before the date of filing of this Prospectus) which are or may be deemed material have been entered or are to be entered into by our Company. These contracts, copies of which have been attached to the copy of the Red Herring Prospectus, was delivered to the RoC for registration. Any additional contracts and documents executed after the date of Red Herring Prospectus will be attached to the copy of this Prospectus which will be delivered to the RoC for filing. Also, the documents for inspection referred to hereunder, were made available for inspection at the Registered Office of our Company located at Plot No 304 A/2 Kh 14/20/1 F/F, Patel Garden, Kakrola, South West Delhi, New Delhi, Delhi, India, 110078 from date of filing the Red Herring Prospectus with ROC on all Working Days until the Bid/Issue Closing Date. Copies of below Material Contracts and Documents were also available on the website of the company on www.bltlogistics.com until the Bid/Issue Closing Date. MATERIAL CONTRACTS 1. Issue Agreement dated August 01, 2024 and Supplementary Agreement to Issue Agreement dated July 28, 2025 and August 06, 2025 executed between our Company and Book Running Lead Manager to the Issue. 2. Registrar and Transfer Agent Agreement dated August 03, 2024 executed between our Company and the Registrar to the Issue. 3. Market Making Agreement dated September 20, 2024 and Supplementary Agreement to Market Making Agreement dated July 28, 2025, executed between our Company, Book Running Lead Manager and Market Maker to the Issue. 4. Banker to the Issue Agreement dated July 29, 2025, executed between our Company, Book Running Lead Manager, Banker to the Issue and the Registrar to the Issue. 5. Underwriting Agreement dated September 20, 2024 and Supplementary Agreement to Underwriter Agreement dated July 28, 2025, executed between our Company, Book Running Lead Manager, and Underwriter. 6. Syndicate Agreement dated July 28, 2025 executed between our Company, Book Running Lead Manager and Syndicate Member. 7. Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated May 09, 2024. 8. Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated May 17, 2024. MATERIAL DOCUMENTS 1. Certified true copy of the Memorandum and Articles of Association of our Company including certificates of incorporation. 2. Board Resolution dated July 15, 2024 and Special Resolution passed pursuant to Section 62(1)(C) of the Companies Act, 2013 at the EoGM by the shareholders of our Company held on July 25, 2024. 3. Statement of Tax Benefits dated July 22, 2025 issued by our Statutory Auditors M/s Jain Agarwal & Company, Chartered Accountants. 4. Copy of Restated Standalone Financial Information – M/s Jain Agarwal & Company, Chartered Accountants, for the financial year ended March 31, 2025, 2024 and 2023, dated July 21, 2025 included in the Prospectus. 5. Copy of Restated Consolidated Financial Information – M/s Jain Agarwal & Company, Chartered Accountants, for the financial year ended March 31, 2025 and 2024, dated July 21, 2025 included in the Prospectus. 6. Copy of Audited Standalone Financial Statement for the financial year ended on March 31, 2025, 2024 and 2023 and Audited Consolidated Financial Statement for the financial year ended on March 31, 2025 and 2024. 7. Certificate from M/s Jain Agarwal & Company, Chartered Accountants, dated July 28, 2025 regarding the source and deployment of funds towards the objects of the Issue. 8. Certificate from M/s Jain Agarwal & Company, Chartered Accountants, dated July 29, 2025 regarding Basis of Issue Price and Key Performance Indicators. 9. Certificate from M/s Jain Agarwal & Company, Chartered Accountants, dated July 28, 2025 regarding the Working Capital Requirement of the company. Page | 33210. Consents of Promoters, Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory Auditor and Peer Review Auditor, Bankers to the Company, Legal Advisor to the Issue, BRLM to the Issue, Registrar to the Issue, Banker to the Issue, Market Maker to the Issue and Underwriter to the Issue to act in their respective capacities.. 11. Copy of In-principle approval letter dated February 07, 2025 from the BSE Limited. 12. Board Resolution dated September 28, 2024 for approval of Draft Red Herring Prospectus, dated July 29, 2025 for approval of Red Herring Prospectus and dated August 06, 2025 for approval of Prospectus. 13. Valuation report from Expert Global Consultants Private Limited, in relation to the valuation of equity shares of Sabarmati Express India Private Limited. 14. Due Diligence Certificate dated July 29, 2025 including Site visit report dated August 01, 2024. Any of the contracts or documents mentioned in the Prospectus may be amended or modified at any time if so, required in the interest of our Company or if required by the other parties, with the consent of shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes. [Remainder of the page has been intentionally left blank] Page | 333