2.11 Provisions and contingent liabilities
Provisions: Provisions are recognised when there is a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. Provisions are measured at the best estimate of the expenditure required to settle the obligation at the standalone balance sheet date.
Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
2.12 Revenue recognition
The Company owns digital platforms which are used by truck operators (customers) to digitally manage payments for tolling and fueling, monitor drivers and fleets using telematics, find loads on platform and get access to financing for the purchase of used vehicles.
Revenue is measured based on the consideration specified in a contract with a customer net of variable consideration, incentives or any payments made to a customer (unless the payment is for a distinct good or service received from the customer) and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a service to a customer. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur.
Where the Company acts as an agent for selling services, only the commission income is included within revenue.
The specific revenue recognition criteria described below must also be met before revenue is recognized. Typically, the Company has a right to payment before or at a point services are delivered. Cash received before the services are delivered is recognised as a contract liability. The amount of consideration generally does not contain a significant financing component as payment terms are less than one year, except in relation to commission income on sourcing, servicing and collection of loans on behalf of the financial institutions.
Revenue from contract with customers is recognised when control of services is transferred to the customer at an amount that reflects the consideration to which the company expects to be entitled in exchange for those services. Revenue from sale of services is recognised net of trade allowances, rebates and amounts collected on behalf of third parties. Revenue is recognised as and when performance obligations are satisfied by rendering services to the customers.
Telematics services: Revenue from telematics services are recognised over time as per the terms of the contract. The Company is a principal in such arrangements.
Commission income:
Commission income includes commission income from Oil Marketing Companies (OMC's) for distribution and management of fuel cards and commission from banks for distribution and management of Fastags. The Company considers OMCs and banks as its customers.
The Company facilitates distribution and management of fuel cards and Fastags and earns commission for respective services. In both these services, the Company stands ready to provide the services and the commission income is based on the usage of the services by the end consumers. Revenue for these services is recorded once the performance obligation is completed.
Subscription and truck hiring income:
The Company charges subscription fees from its customers for telematics based fleet management solutions and subscription to access specific services on the platform. Such income is recognised over the period of the subscription as the Company satisfies its performance obligation as services are rendered.
The Company enters into subscription contracts typically for a period of one month to three years. As the Company fulfil its obligations over the tenure of subscription, these are presented as deferred revenue under contract liability in the Standalone balance sheet. Even though the Company offers plans of more than one year to its customers where the subscription price is received upfront, the Company
has determined that the purpose of such terms is not financing. Accordingly it is determined that there are no significant financing components in such arrangements.
The Company also earns subscription fees from fleet operators for the use of fuel cards issued under the OMC 's membership plan for services such as recharge of fuel cards, issue resolution through dedicated customer support, notification alerts, transaction history. Revenue from such services are recognized over the period of subscription plan. Further, the Company grants certain loyalty points to the fleet owners based on the recharges made on the fuel card. Such points can be used by the fleet owners for purchasing the fuel from OMCs. The Company has determined payments to OMCs on utilisation of such points by the fleet owners as consideration payable to customer and thus has netted it off against such subscription fees collected from the customers.
The Company takes trucks on hire from a base of individual fleet owners and provides such vehicles on hire to its customers. The Company's performance obligation is to make a truck available on hire, in proper working condition, for the agreed period. The Company is the principal in such arrangements as it controls the service before it is transferred to the customer, having regard to its primary responsibility for service continuity, exposure to utilisation and replacement risk on the trucks on hire, and independent pricing discretion on each leg of the arrangement. Revenue from this service is recognised over the period of the hire as the customer simultaneously receives and consumes the benefits as the Company performs. The consideration is net of customary trade- practice discounts given by the Company on the gross consideration agreed with the customer, estimated based on past commercial experience; the corresponding trade receivable is recognised net of such estimated discount.
The Company provides demand-side and supply-side users access to the platform for placement and acceptance of loads for a subscription fee, which is recognised over the subscription period.
Service fees:
Service fees comprises of following streams of income:
a. The Company earns fees from issuance/replacement, activation and installation convenience of Fastags to the fleet operators. The revenue for this service is recognized at a point in time when the service is provided to the customers.
b. The Company charges certain transaction fees from the fleet owners on recharges of the Fastags. The revenue from this service is recognised at a point in time when the service is provided to the customer.
c. The Company facilitates the buying and selling of second-hand commercial vehicles by providing lead generation services. The Company charges fees to the customer which is recognised at a point in time when the transaction between the parties is executed. The Company is an agent in such arrangement.
d. Sourcing, loan servicing and collection fees: The Company acts as a business correspondent for financial institutions/ bank where the Company provides services such as sourcing loans, loan servicing, collection services and onboarding of the borrowers. The Company receives sourcing fees for onboarding the borrowers which is recognized at a point in time when the onboarding services are completed.
e. The Company earns revenue from installation, servicing or replacement of telematics devices to customers. The revenue for this service is recognised at a point in time when the service is provided to the customer.
Freight services:
The Company used to operate a trucking network through its freight and fleet management services. Revenue from such contracts was recognised over the period of the services as the customer simultaneously receives benefits as the services are performed by the Company. The Company was assessed as principal in this arrangement. (Refer note 31 (a)(ii) for discontinued operations)
Incidental expenses relating to freight revenue i.e. freight expenses were recorded over the period of services delivered to the fleet owners.
Contract fulfilment costs:
Contract fulfilment costs are generally expensed as incurred except for certain costs which meet the criteria for capitalisation. The assessment of this criteria requires the application of judgement, in particular, when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered.
2.13 Interest Income:
Interest income is recognised using effective interest rate method. The effective interest rate is rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset.
Financial Instrument
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets and liabilities are recognized when the Company becomes a party to the contract that gives rise to financial assets and liabilities. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.
A Financial Assets
Financial assets are recognized when the Company becomes a party to the contractual provisions of the instrument.
Initial recognition and measurement On initial recognition, a financial asset (except trade receivables) is recognized at fair value. In case of financial assets which are recognized at fair value through profit and loss (FVTPL), its transaction cost is recognized in the Standalone Statement of Profit and Loss.
However, trade receivables are measured at transaction price. In other cases, the transaction cost is attributed to the acquisition value of the financial asset
Financial assets are subsequently classified and measured at:
(i) Amortised cost
(ii) Fair value through other comprehensive income (FVTOCI)
(iii) Fair value through profit and loss (FVTPL)
Financial assets are not reclassified subsequent to their recognition, except during the period the Company changes its business model for managing financial assets.
(i) Financial assets at amortised cost The financial asset is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Standalone Statement of Profit and Loss. The losses arising from impairment are recognized in the Standalone Statement of Profit and Loss.
(ii) Financial assets at FVTOCI
A financial asset is measured at FVTOCI if it meets both of the following conditions and is not designated as at FVTPL:
a) The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and
b) Contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Further, the Company has made an irrevocable election , for its investments which are classified as equity instruments which are not held for trading to be classified as FVTOCI (excluding investments in subsidiaries, which are measured at cost). The Company designated the investments in equity instruments at FVOCI because these equity securities represent investments that the Company intends to hold for the long term for strategic purposes. Dividends are recognised as income in the Standalone statement of profit and loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are not reclassified to the Standalone statement of profit and loss.
(iii) Financial assets at FVTPL
Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss are immediately recognised in the statement of profit and loss. In addition, the Company may elect to designate a Financial asset, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL if
doing so reduces or eliminates a measurement or recognition inconsistency (referred to as 'accounting mismatch').
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognized (i.e., removed from the balance sheet) when:
a) The rights to receive cash flows from the asset have expired, or
b) The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either the Company has transferred substantially all the risks and rewards of the asset, or
c) The Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially all the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognizes an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
B. Financial Liabilities
Financial liabilities Initial recognition and
measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or at amortised cost (loans and borrowings, payables), as appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's financial liabilities include trade and other payables, lease liabilities, loans and borrowings
including bank overdrafts. The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities at Amortized cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Standalone Statement of Profit and Loss.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Standalone Statement of Profit or Loss.
C. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
2.15 Exceptional items
The Company considers exceptional items to be those which derive from events or transactions which are significant for separate disclosure by virtue of their size and incidence in order for the user to obtain a proper understanding of the Company financial performance. These items include, but are not limited to, impairment charges, restructuring costs and profits and losses on disposal of subsidiaries, contingent consideration and other one-off items which meet this definition. To provide
a better understanding of the underlying results of the period, exceptional items are reported separately in the Standalone Statement of Profit and Loss.
2.16 Earnings per share
Basic earnings per share is calculated by dividing the profit (or loss) attributable to the owners of the Company by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares).
Diluted earnings per share is computed by dividing the profit (considered in determination of basic earnings per share) after considering the effect of interest and other financing costs or income (net of attributable taxes) associated with dilutive potential equity shares by the weighted average number of equity shares considered for deriving basic earnings per share adjusted for the weighted average number of equity shares that would have been issued upon conversion of all dilutive potential equity shares.
Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share or increase the net loss per share. Potential dilutive equity shares are deemed to be converted as at the beginning of the period unless they have been issued at a later date.
2.17 Share based payments
Share based compensation benefits are provided to certain employees under the Employee Stock Option Plan 2016 and Employee Stock Option Plan 2019 (collectively called as "ESOP plan").
The fair value of options granted under the ESOP plan, which are equity settled plans, are recognised as an employee benefits expense with the corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. In case where the Company re¬ purchases vested equity instruments, the payment made to employees are accounted as a deduction from equity, except to the extent that payment exceeds the fair value of the equity instruments re-purchased, measured at the re-purchased date. Any such excess are recognised as an expense in the Standalone Statement of Profit and Loss.
2.18 Discontinued operations
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell except for those assets that are specifically exempt under relevant Ind AS. Once the assets are classified as "Held for sale", those are not subjected to depreciation till disposal.
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the Standalone Balance Sheet.
A discontinued operation is a component of an entity that either has been disposed off or is classified as held for sale and that represents a separate line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the Standalone Statement of Profit and Loss.
3 Use of estimates, assumptions and judgements
The preparation of the Standalone Financial Statements in conformity with Ind AS requires the management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the date of the Standalone Financial Statements and the reported amounts of revenues
and expenses for the year reported. Actual results could differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised, and future periods are affected.
Key source of estimation uncertainty and judgement as at the date of Standalone Financial Statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of the following:
Estimates and assumptions:
3.1 Fair value measurement of financial instruments
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
3.2 Defined benefit plans
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation is determined using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The interest rate is determined by reference to market yields on government bonds at the balance sheet date. The mortality rate is based on publicly available mortality tables.
3.3 Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility, dividend yield, risk-free interest rate and assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 20.
3.4 Taxes
The Company's tax jurisdiction is India. Significant judgements are involved in determining the provision for income taxes and tax credits including the amount expected to be paid or refunded. The Company reviews the carrying amount of deferred tax assets at the end of each reporting period.
(i) includes receivable from related parties (Refer note 24). These balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been received against these receivables. The amounts are recoverable within 0 to 60 days from the reporting date (March 31, 2025: 0 to 60 days from the reporting date). For the year ended March 31,2026, the entity has not recorded any impairment on receivables due from related parties (March 31,2025: Nil).
(ii) includes loss allowance of H 84.20 million (March 31,2025: 84.20 million) on trade receivables of corporate freight business.
(iii) No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member. Also refer note 23(A)(iii) and note 24 for further details.
(ii) Terms/ rights attached to shares Equity shares
The Company has one class of equity shares having a par value of H 1/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(iv) The Company has reserved 15,489 equity shares of H 1/- each for Employee Stock Option Plan ("ESOP") under the "ESOP Plan 2016" which was approved by the Board of Directors vide resolution dated April 26, 2016 and members in extra¬ ordinary general meeting dated May 21, 2016. Further, the Company had transferred 6,013 equity shares of H 1/- each from "ESOP Plan 2016" to "ESOP Plan 2019" which was approved by the Board of Directors vide resolution dated January 18, 2019 and members in extra-ordinary general meeting dated February 12, 2019. Pursuant to board resolution dated July 12, 2021 and approval from shareholders in extraordinary general meeting dated July 13, 2021, the Company has increased the number of shares reserved for ESOP under the "ESOP Plan 2019" scheme to 7,950 equity shares of H 1/- each. Pursuant to board resolution dated June 10, 2024, giving impact of bonus issue referred to in note (viii) below, the Company now has 5,221,276 equity shares of H 1- each and 4,380,450 equity shares of H 1/- each reserved under the "ESOP Plan 2016" and "ESOP Plan 2019" respectively. Refer note 20.
(v) There are no other shares reserved for issue under contracts or commitments other than CCPS and ESOPs. Since incorporation of the Company, there have been no;
(a) Shares that have been issued pursuant to a contract without payment being received in cash.
(b) For the aggregate number of bonus shares issued during the period of five years immediately preceding the reporting date, refer note (viii) below
(c) The Company had bought back 369 equity shares (pre-bonus) of H1/- during the year ended March 31,2021 at buyback price of H1,93,589.51 per share which was approved by the Board of Directors and shareholders of the Company.
(vi) Pursuant to a resolutions passed by the Board of Directors dated April 1, 2024 and Shareholders vide an extraordinary general meeting dated April 10, 2024, the Company has increased the authorised equity share capital from H 15.00 million divided into 15,000,000 equity shares having face value of H1/- each to H 250.00 million divided into 250,000,000 equity shares having face value of H1/- each.
(vii) The Board of Directors and Shareholders of the Company in their extraordinary general meeting, pursuant to the resolutions dated May 27, 2024 and May 28, 2024, respectively, approved a bonus issue of 550 equity shares for every equity share held by the equity shareholders of the Company as of May 27, 2024. Accordingly, the Board of Directors of the Company has, pursuant to the resolution dated June 7, 2024, made an allotment of 56,463,000 bonus equity shares of H 1/- each to its equity shareholders utilising securities premium account balance. Consequent to the bonus issue to the equity shareholders, the Board of Directors and Shareholders of the Company, pursuant to the resolutions dated June 10, 2024 and June 10, 2024, respectively, approved to adjust the conversion ratio of Series A, Series B, Series B1, Series C, Series C1, Series C2, Series D and Series E CCPS and ESOP 2016 Plan and ESOP 2019 Plan to give an impact of the bonus issue referred above. The revised conversion ratio is (1:551); (1:551); (1:642.6864); (1:551); (1:204.0353); (1:195.6601); (1:551); (1:557.2814); (1:551); (1:0.551) respectively.
(viii) In respect of Series D partly paid CCPS, the Board of Directors shall upon receiving written notice from the holders of the Series D CCPS within a period of 7 years from the date of issue, make calls upon the holders of the Series D CCPS in respect of monies unpaid (H 9 per CCPS towards face value and the securities premium of H 1,93,579.51 per CCPS) on the Series D CCPS. The Company had issued 372 partly paid Series D CCPS to Trifecta Venture Debt Fund- II and 111 partly paid Series D CCPS to Trifecta Venture Debt Fund- I (together known as "Trifecta"). During the year ended March 31,2025, out of the above 483 partly paid Series D CCPS, Trifecta fully paid up the amount called for 64 Series D CCPS. The remaining 419 partly paid Series D CCPS were forfeited by the Company vide resolution passed by the Board of Directors on June 1,2024.
(ix) During the year ended March 31, 2025, the Company has completed an initial public offering (IPO) of 40,834,377 equity shares with a face value of H 1 each at an issue price of H 273 per share (including 22,464 equity shares - employee reservation portion with a face value of H 1 each at an issue price of H 248 per share), comprising fresh issue of 20,148,577 shares and an offer for sale of 20,685,800 shares.
(x) During the year ended March 31, 2025, the shareholders have entered into a waiver cum amendment agreement dated July 05, 2024 to the existing Shareholder's Agreement, wherein the CCPS holders have agreed to adjust and modify the conversion price upward of the respective preference shares held by them which is subject to the successful completion of the proposed Initial Public Offer (IPO) by long stop date as defined in the agreement. Consequent to the agreement, the conversion ratio of Series A, Series B, Series B1, Series C, Series C1, Series C2, Series D and Series E CCPS is revised to (1:450.50); (1:445.87); (1:531.89); (1:452.87); (1:167.31); (1:160.44); (1:451.82); (1:456.97) respectively.Vide board resolution dated October 07, 2024, 256,485 CCPS were converted into 99,764,500 equity shares at the agreed revised conversion ratio.
Nature and purpose of reserves
(i) Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
(ii) Retained earnings
Retained earnings are the profit/ loss that the Company has earned/ incurred till date, less any dividend distributions paid to shareholders.
(iii) Capital redemption reserve
Created on account of buy back of equity shares in compliance with Section 69 of the Act.
(iv) Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.
(i) Compensated absences
The leave obligations cover the Company's privilege leave. The entire amount of provision of compensated absences of H 34.76 million (March 31, 2025: H 40.05 million) is presented as current, since the Company does not have the right at the end of reporting period to defer the settlement for atleast twelve months after the reporting date.
(ii) Gratuity
The Company provides for gratuity to employees as per the Payment of Gratuity Act, 1972, as amended from time to time. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The Company does not externally fund these liabilities but instead creates an accounting provisions in its books of accounts and pay the gratuity to its employees directly from its own resources as and when the employee leaves the Company.
E. Defined benefit liability and employer contributions
The Company does not externally fund these liabilities but instead create an accounting provision in its books of accounts and pay the gratuity to its employees directly from its own resources as and when the employee leaves the Company.
(iii) Others
The Company provides privilege leaves to contract employees. The liability is actuarially determined and the entire amount of provision is presented as current, since the Company does not have the right at the end of reporting period to defer the settlement for atleast twelve months after the reporting date.
C. Sensitivity analysis
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the Standalone Balance Sheet. Any reasonable changes to discount rate, salary escalation rate and attrition rate are not expected to have a material impact on profit or loss.
D. Risk exposure
Inherent risk:
The plan is of a final salary defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks pertaining to the plan. In particular, there is a risk for the Company that any adverse salary growth or demographic experience can result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.
Change in bond yields:
A decrease in the bond interest rate will increase the defined benefit obligation.
Life expectancy:
The present value of the defined benefit plan liability is calculated by reference to future salaries of the plan participants. As such, an increase in the salary of then plan participants will increase the plan's liability.
The leave encashment expenses relating to contract employees has been recognised as manpower services under other expenses.(Refer note 19).
Notes:
(a) The discount rate is based on the prevailing market yields of Indian Government Securities as at the reporting dates for the estimated term of obligations.
(b) The estimated future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
Refer note 3.2 for detailed accounting policy
Notes:
14.1. Trade receivables are non-interest bearing and generally carry credit period of 0 to 30 days. These include unbilled receivables which primarily relate to the Company's rights to consideration for work completed but not billed at the reporting date.
14.2 Contract liabilities relates to payments received in advance of performance against which amount has been received from customer but services are yet to be rendered on the reporting date. Contract liabilities are recognized evenly over the period of service, being performance obligation of the Company. The Company expects the current portion of Contract liabilities amounting to H1,053.22 million to be recognised as revenue over the period of next twelve months. The non current portion of contract liabilities amounting to H120.74 million is expected to be recognised as revenue over the next two years. (Refer note 10)
The amount of H 777.22 million included in contract liabilities at March 31,2025 has been recognised as revenue during the year ended March 31,2026 (March 31,2025: 554.58 million).
No information is provided about remaining performance obligations at March 31, 2026 or at March 31, 2025 that are part of contracts that have an original expected duration of one year or less, as allowed by Ind AS 115.
Aggregate amount of the transaction price allocated to long term contracts that are partially or fully unsatisfied as at the reporting date is not significant.
20 Employee Stock Option Plan (ESOP) (Contd..)
B) ESOP Plan 2019
(i) The Company has reserved 4,380,450 equity shares of H 1/- each for ESOP under "ESOP Plan 2019". Eligible employees are granted an option to purchase equity shares of the Company, subject to vesting conditions as set out in the ESOP Plan 2019. The said stock options vest in a graded manner over a period of 4-5 years as set out in the option holder's Stock Option Agreement, subject to minimum period of 12 months between the grant date of the option and the vesting date of the option.
Options granted under the plan are equity settled. The holder of the options is entitled to receive one equity share for 1,000 options. Unvested options are forfeited upon resignation.
(in) Fair value of options granted
For share options granted during the period, the fair value has been determined under the Black Scholes model. The assumptions used in this model for calculating fair value are as below:
(b) Valuation technique to determine fair value
21.1 The carrying value of these financial assets (except security deposits) and liabilities in the financial statements are considered to be the same as their fair value, due to their short term nature. For Security deposits, the carrying value approximates the fair value as at the reporting date, considering comparable instruments with similar terms.
21.2 The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in the published statements as at balance sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
21.3 The fair values of the unquoted investments in equity instruments have been estimated using one or more of the valuation techniques such as Discounted cash flow method ("DCF").
21.4 These accounts are considered to be highly liquid / liquid and the carrying amount of these are considered to be the same as their fair value.
(c) Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes quoted bonds that have quoted price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, mutual funds) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are
(a) recognised and measured at fair value through Other Comprehensive Income or fair value through Profit and Loss and
(b) measured at amortised cost and for which fair values are disclosed in the Standalone financial statements. To provide an indication about the reliability of the inputs used in determining the fair value, the Company has classified its financial instruments into the three levels prescribed under the Ind AS. An explanation of each level follows underneath the table.
22 Capital management (Contd..)
The Company monitors capital on the basis of gearing ratio. However, as the Company does not have debt as at the year end, the gearing ratio is not presented.
23 Financial risk management
The Company's activities expose it to credit risk, liquidity risk and market risk. The following notes explain the source of risk which the entity is exposed to and how the entity manages the risk.
22 Capital management
The Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
A. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risks from its operating activities, primarily loans, trade receivables, cash and cash equivalents, deposits with banks/ financial institutions, security deposits and investments in bonds.
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation of recovery, such as a borrower declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in Standalone Statement of Profit and Loss.
Impairment of financial assets
The Company has assessed following types of financial assets that are subject to the expected credit loss model:
a) Security deposits
b) Trade receivables
While cash and cash equivalents are also subject to the impairment requirements of Ind AS 109, the identified impairment loss was immaterial.
(i) Financial assets
Deposits with banks, Deposits with financial institutions, balance with payment gateways, investments in mutual funds and cash and cash equivalents with banks and other financial institutions are considered to be having negligible risk or nil risk, as they are maintained with high rated banks or financial institutions. Deposits with banks where its outlook changes to negative, the Company reassesses its deposit strategy. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due
(ii) Security deposits
Security deposit paid to customers carry certain amount of credit risk. The Company considers past history of recovery of such deposits adjusted for forward looking information, considers whether the Company continues to have transactions with these parties and also future recoverability basis which a loss allowance is made in the Standalone Statement of Profit and Loss.
(iii) Trade receivables
The Company applies the simplified approach to provide for expected credit loss prescribed by Ind AS 109, which permits the use of lifetime expected loss provision for all the trade receivables. Determination of expected credit losses includes consideration of forward looking information. The loss allowance is determined as follows:
Expected credit loss for trade receivables is computed as per the simplified approach based on ageing of receivables, information about past events, current conditions and forward looking information. The company has assessed impairment for financial assets measured at FVOCI and, based on the valuation performed as at the reporting date, adjusted for forward looking information, no impairment loss is considered necessary.
The Company does not have any risk in relation to collection from subscriptions since the collections are made in advance. In relation to commission and service fee, given the customer profile, the Company has concluded there is no risk of default and time value of money is not material.
In respect of trade receivables from truck operator services, collection is received within an average of 30-45 days. The Company assumes that the credit default if it is more than 45 days past due. Historically, such receivables have carried insignificant risk of credit loss. In respect of receivables from customer for corporate freight business, considering there is a higher risk of credit loss, the Company monitors these separately.
B. Liquidity risk
The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management implies maintenance of sufficient cash including availability of funding through an adequate amount of committed credit facilities to meet the obligations as and when due.
The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet its short term and long term liabilities as and when due. Anticipated future cash flows, undrawn committed credit facilities are expected to be sufficient to meet the liquidity requirements of the Company. The Company has a credit facility of H 430 million (March 31, 2025: H 2,960.00 million) in the form of bills discounting and overdraft facility. The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.
C. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of securities price risk, such as equity price risk. The Company's treasury team manages the market risk, which evaluates and exercises independent control over the entire process of market risk management. The Company does not have any significant foreign currency transactions and hence is not exposed to the foreign currency risks. The Company also does not have borrowings with variable interest/ fixed interest rates and hence is not exposed to the interest rate risks.
(i) Securities price risk
The Company's exposure to price risk arises from investments held and classified in the Standalone Balance Sheet as fair value through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets in the form of investing in short and long term deposits and diversified mutual funds.
Sensitivity
Below is the sensitivity impact in profit or loss account and equity on account of investments in mutual funds. The analysis is based on the assumption that NAV has increased/ decreased by 5% with all other variables held constant, and that all the Company's instruments moved in line with the NAV.
(a) On 21 November 2025, the Government of India notified the four Labour Codes the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed and disclosed the incremental impact of these changes on the basis of the best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and regulatory-driven, non-recurring nature of this impact, the Company has presented such incremental impact as an Exceptional Item in these standalone financial results.
29 Exceptional items (Contd..)
Accordingly, an incremental liability of H 38.30 Million has been recognized as an exceptional items during the year ended March 31, 2026. The Company continues to monitor the finalisation of Central/ State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.
(b) Initial public offer
During the previous year ended March 31, 2025, the Company completed an initial public offering (IPO) of 40,834,377 equity shares with a face value of H 1 each at an issue price of H 273 per share (including 22,464 equity shares - employee reservation portion with a face value of H 1 each at an issue price of H 248 per share), comprising fresh issue of 20,148,577 shares and an offer for sale of 20,685,800 shares.
The total IPO expenses are estimated to be H 535.98 million which are allocated between the Company (H 264.37 million) and selling shareholders (H 271.62 million). Such amounts were allocated based on an agreement between the Company and the selling shareholders in proportion to the total proceeds of the IPO. Out of the Company's share of expenses, H 172.00 million has been adjusted with the securities premium account and H 92.36 million has been disclosed under Exceptional items.
30 Discontinued operations and sale of subsidiaries (a) Disposal of corporate freight business:
(i) Description
Pursuant to an approved plan of the Board of Directors on January 25, 2024, the Company entered into a Business Transfer Agreement dated August 05, 2024 and completed the transfer of its corporate freight business to a buyer on August 22, 2024 for a total estimated consideration of H 958.54 million. The results of corporate freight business were classified as discontinued operations in the Standalone Profit and Loss for the year ended March 31,2025. Accordingly, the Company has presented net gain/ (loss) from corporate freight business under discontinued operations as below:
(c) During the previous year ended March 31, 2025, the shareholders of the Company entered into a waiver cum amendment agreement to the existing amended and restated Shareholders' Agreement wherein among other things, the conversion ratio for the Series A, Series B, Series B1, Series C, Series C1, Series C2, Series D and Series E CCPS Compulsorily Convertible Preference Shares were agreed to be modified and adjusted downwards [Refer note 9(a)(x)]. Further, certain equity shareholders of the Company have transferred 5,850,277 equity shares (including certain equity shares by two promoter directors) to one of the Promoter directors.
The aforementioned modification and the transfer of equity shares have resulted in a benefit of increased shareholding to the existing equity shareholders which consists of promoter directors of the Company. The benefit received by the promoter directors through this arrangement has been accounted under Ind AS 102 "Share Based Payment" and the Company has recognised a share based payment expense of H 3,901.81 million as it is determined to be in respect of past services. These expenses for the year have been presented under 'Exceptional items'.
(d) The Company had granted certain lenders (including erstwhile lenders of non-current borrowings) the right to subscribe to its Series C CCPS or partly-paid Series D CCPS (where the lenders have right to call) which can be exercised by the lenders at any time before the expiration date as per the terms of the agreements. The liability was measured at fair value through profit and loss. During the previous year, the right to subscribe CCPS agreements were amended wherein the lenders agreed to absolutely, irrevocably and unconditionally waive, relinquish, terminate and surrender its Right to subscribe in consideration of liquidated damages aggregating to H 222.54 million payable to the lenders and the balance liability of H 256.23 million, being no longer payable has been recognised as a gain on settlement and disclosed as an exceptional item for the year ended March 31,2025.
33 Additional disclosures as mentioned under Schedule III to the Act
(i) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iii) Relationship with struck off companies
The Company has not entered into any transactions with companies struck off under section 248 of the Act or section 560 of Companies Act, 1956.
(iv) Compliance with number of layers of companies
The company has complied with the number of layers prescribed under Sec 2(85) the Act.
(v) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(vi) Borrowing secured against current assets March 31, 2026:
The Company has been sanctioned working capital limits in excess of five crore, in aggregate, from banks/ financial institutions against the security of current assets. During the year, the Company submitted quarterly statements to one of the banks for all quarters, and such statements were in agreement with the unaudited books of account. However, the Company has not availed/ utilised the aforesaid working capital facilities from the majority of the lenders during the year. Accordingly, the Company was not required to submit quarterly returns/ statements to those banks/financial institutions, and hence, no such statements have been filed with them.
Subsequent to repayment of borrowings in November 2024, the Company has not submitted the information to the banks/ financial institutions.
(vii) Utilisation of borrowed funds and share premium
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. 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
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
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:
a. 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
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(ix) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(x) Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfaction, which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period for the years ended March 31,2026 and March 31,2025.
33 Additional disclosures as mentioned under Schedule III to the Act (Contd.)
(xi) Title deeds of immovable properties not held in name of the Company
The Company did not own any immovable properties during the year.
(xii) Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were taken.
(xiii) Core investment companies (CIC)
The Company does not have any CICs which are registered/ required to be registered with the Reserve Bank of India.
(xiv) Corporate social responsibility
As per Section 135 of The Company's Act, 2013, a Corporate Social Responsibility ('CSR') committee has been formed by Company. The primary function of the committee is to assist the Board of Directors in formulating a CSR policy and review the implementation and progress of the same from time to time. The CSR policy intends to adopt the CSR activities mentioned in the Schedule VII of the Company's Act, 2013. The Company has incurred losses during the three immediately preceding financial years and accordingly, is not required to spend any amount for CSR purpose.
(xv) The Company has not incurred cash losses in the current financial year and also during the previous year.
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