5 Financial assets Accounting policy Measurement

At initial recognition, the Company measures a financial asset (excluding trade receivables which do not contain a significant financing component) at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Subsequent measurement

The Company classifies its financial assets in the following measurement categories:

(a) those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss)

(b) those to be measured at amortised cost.

The Company does not carry any investments in equity instruments. Investments in mutual funds are subsequently measured at fair value through profit and loss as they do not meet the criteria for test of Solely Payements of Principal and Interest (SPPI), and are held for trading. Investments in bonds meets the SPPI criteria and are therefore subsequently measured at amortized cost. Refer note 39(ii) for other accounting policies.

5(a) Investments in subsidiaries Accounting policy

Investments in subsidiaries are carried at cost, less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposable and value in use.

On disposal of investments in subsidiaries, the difference between net disposable proceeds and the carrying amounts are recognised in the Statement of Profit and Loss.

5(c) Trade receivables Accounting policy

Trade receivables are amounts due from customers for services performed in the ordinary course of business and reflects Company’s unconditional right to consideration (that is, payment is due only on the passage of time). Trade receivables are recognised initially at the transaction price as they do not contain significant financing components. The Companyholds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less loss allowance. Unbilled receivables where the Company has satisfied all performance obligations and hence has an unconditional right to consideration are included under trade receivables.

For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

The carrying amounts of the trade receivables include receivables from transport services which are subject to a factoring arrangement. Under this arrangement, the Company has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, the Company has retained late payment and credit risk. The Company therefore continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under the factoring agreement is presented as secured borrowing. The Company considers that the held to collect business model remains appropriate for these receivables and hence continues measuring them at amortised cost. (Refer note 36 (a)(iv) for disclosure on assets held for sale).

(*) Does not include Rs. 287.90 million (March 31, 2023: Rs. 229.65 million) being amount in nodal bank accounts, as such accounts are regulated wherein the Company has limited decision making powers in facilitating transactions through such accounts and does not have the right to withdraw such amounts. If the Company has determined that such balances were Company's financial assets, the Company would have recognised these balances as restricted cash and a corresponding deposit liability to customers in its Standalone Balance Sheet.

(*) During the year ended March 31, 2024, the Company has incurred expenses towards proposed Initial Public Offering ("IPO") of its equity shares and the qualifying expenses attributable to the proposed issue of equity shares has been recognised as other current assets. The Company expects to recover certain amounts from its shareholders and the balance amount would be netted off in securities premium account in accordance with Section 52 of the Act, upon the shares being issued.

(**) The Company incurs charges for installation of telematic devices used in providing subscription services over a period of time. Such charges are deferred over the period of subscription services.

8 Equity

Accounting policy

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Compound financial instruments

The component parts of compound financial instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured.

(ii) Terms/ rights attached to shares Equity shares

The Company has one class of equity shares having a par value of Re. 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.

CCPS

Series A, B, B1, C, C1, C2, D and E 0.01% CCPS have a par value of Rs. 10/- each. Series A CCPS of Rs. 10/- each were issued on August 1, 2015, Series B CCPS of Rs. 10/- each were issued on January 13, 2016, Series B1 CCPS of Rs. 10/- each were issued on February 2, 2017, Series C CCPS of Rs. 10/- each were issued on February 2, 2017 and March 31, 2017, Series C1 CCPS of Rs 10/- each were issued on October 5, 2018, Series C2 CCPS of Rs. 10/- each were issued on December 21, 2018, Series D CCPS of Rs. 10/- each were issued on March 15, 2019, April 3, 2019, April 26, 2019 and May 11, 2019, Series D CCPS of Rs.10/- each were issued on November 23, 2019 and on May 7, 2020 as partly paid up, Series E CCPS of Rs. 10/- each/- were issued on July 28, 2021, August 23, 2021, August 27, 2021 and September 11, 2021, as fully paid up.

Series A, B, B1, C, C1, C2, D and E have preferential rights. These shares will carry a cumulative dividend of 0.01% p.a. on as if converted basis. In addition to same, if the holders of Equity shares are paid dividend in excess of 0.01% p.a., the holders of CCPS shall be entitled to dividend at such higher rate.

The shareholders may convert the CCPS in whole or part into equity shares at any time before 19 years from the date of issuance of the respective CCPS. The record date for the conversion would be considered and shall be deemed to be the date on which the holder of CCPS issues a notice of conversion to the Company.

The Series A CCPS shall convert into such number of equity shares that is equal to the Series A CCPS price divided by the conversion price, which shall initially be the Series A CCPS price (1:1 conversion). The Series B CCPS shall convert into such number of equity shares that is equal to the Series B CCPS price divided by the conversion price, which shall initially be the Series B CCPS price (1:1 conversion). The Series B1 CCPS shall convert into such number of equity shares that is equal to the Series B1 CCPS price divided by the conversion price, which shall initially be the Series B1 CCPS price (1 : 1.1664 conversion). The Series C CCPS shall convert into such number of equity shares that is equal to the Series C CCPS price divided by the conversion price, which shall initially be the Series C CCPS price (1:1 conversion). The Series C1 CCPS shall convert into such number of equity shares that is equal to the Series C1 CCPS price divided by the conversion price, which shall initially be the Series C1 CCPS price (1 : 0.3703 conversion). The Series C2 CCPS shall convert into such number of equity shares that is equal to the Series C2 CCPS price divided by the conversion price, which shall initially be the Series C2 CCPS price (1 : 0.3551 conversion). The Series D CCPS shall convert into such number of equity shares that is equal to the Series D CCPS price divided by the conversion price, which shall initially be the Series D CCPS price (1:1 conversion). The Series E CCPS shall convert into such number of equity shares that is equal to Series E CCPS price divided by the conversion price, which shall initially be the Series E CCPS price (1:1.0114 conversion). On conversion the fractional shares will be converted to nearest whole number.

CCPS also has the valuation protection i.e. if the Company issues any dilutive instrument to a new investor or a third party after the closing date, at a price less than the effective conversion price of Series A, Series B, Series B1, Series C, Series C1, Series C2, Series D and Series E CCPS then the holders of Series A, B, B1, C, C1, C2, D and E CCPS shall be respectively, entitled to a broad based weighted average basis anti-dilution protection in accordance with the shareholders agreement.

Holders of CCPS shall be entitled to attend the meetings of shareholders of the Company and shall be entitled to the same number of votes for each shares of CCPS as holder of one equity share, however on conversion the number of votes associated each series A, B, B1, C, C1, C2, D and E CCPS will change accordingly. The holder of CCPS shall be entitled to vote on all such matters which affect their rights directly or indirectly.

Refer note 10(c) for rights of Series D partly paid CCPS. Also refer note 41(i) and (ii).

(iv) The Company has reserved 15,489 Equity shares of Re. 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 has reserved 6,013 equity shares of Re. 1/- each for ESOP under the "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 7,756 equity shares of Re. 1/- each. Refer note 21.

(v) During the year ended March 31, 2022, the Company had obtained consent from its investors as per the requirement of the shareholders agreement dated July 12, 2021, to create a Management Stock Option Pool (MSOP plan) equivalent to 18,195 equity shares of Re. 1/- each, subject to applicable laws, which pursuant to the approval of the Board of Directors in its meeting dated March 19, 2024 stands cancelled. Also refer note 21.

(vi) 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) Shares allotted as fully paid up by way of bonus share. Refer note 41 (ii) for subsequent events.

(c) The Company had bought back 369 equity shares of Re.1/- during the year ended March 31, 2021 at buyback price of Rs.1,93,589.51 per share which was approved by the Board of Directors and shareholders of the Company.

(vii) 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 (Rs. 9 per CCPS towards face value and the securities premium of Rs. 1,93,579.51 per CCPS) on the Series D CCPS. Refer note 10(c) and 41(i) for subsequent events.

(*) The Company has transfered balance relating to vested options, which have been cancelled, from stock option outstanding account to retained earnings.

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.

9 Contract liabilities

Accounting policy Deferred revenue:

In case of subscription contracts relating to telematic services and other services on the platform, as the Company fulfil the obligations over the tenure of subscription, these are presented as deferred revenue and are recognised as revenue as and when the obligations are fulfilled under the contract with the customers.

Advance from customer:

Advance from customer is recorded as contract liability, when the payment is received from the customer before the Company transfers services to the customer. These are recognised as revenue, as and when the service is provided to the customer under the agreements.

Notes:

(i) Interest on bank overdraft ranges from 7.20% p.a to 9.60% p.a (March 31, 2023: 4.65% p.a. to 9.30% p.a). The loans are secured by pari passu charge on existing and future current assets (excluding receivables from customers tagged to other financial institutions under the discounting facility, and deposits and liquid investments charged to other financial institutions) and existing and future fixed assets. These have a repayment term ranging from 1 to 3 days.

(ii) Interest on sales bill discounting ranges from 8.55% p.a to 10.85% p.a (March 31, 2023: 6.60% p.a. to 10.72% p.a.). These borrowings are secured against exclusive charge on receivables specifically charged to the lenders and deposits and liquid investments charged to the lenders under the discounting facility. These are repayable upto 90 days from the disbursement date.

(iii) Interest on working capital demand loans ranges from 9.20% p.a to 10.85% p.a (March 31, 2023: 6.85% p.a. to 10.20% p.a.). The loans are secured by pari passu charge on existing and future current assets (excluding receivables from customers tagged to other financial institutions under the discounting facility, deposits and liquid investments charged to other financial institutions) and existing and future fixed assets. These have a repayment term ranging from 7 to 15 days.

(iv) Borrowings are subsequently measured at amortised cost and therefore interest accrued on borrowings are included in the respective amounts.

(v) The carrying amounts of financial assets pledged as security for current and non-current borrowings are disclosed in note 33.

(vi) Refer note 39(xiii) for other accounting policies.

10(c) Other financial liabilities Accounting policy

Embedded derivatives in host liabilities

Derivatives, in the form of right to subscribe, embedded in host liabilities are separated only if the economic characteristics and risk of embedded derivatives are not closely related to the economic characteristics and risk of the host and are measured at FVTPL. Embedded derivative closely related to the host contracts are not separated.

Refer note 39(v) for other accounting policies.

The Company has 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. This has been treated as a derivative embedded in the host contract and are separated from the host contract as the economic characteristics and risk of embedded derivatives are not closely related to the economic characteristics and risk of the host. These are measured at FVTPL.

(ii) The Company had issued right to subscribe to 618 series C CCPS to Axis Bank for the sanctioned loan facillity of Rs. 250.00 million. Upon the closure of the loan facility with the bank, vide letter dated November 03, 2023, the Bank has waived its right to subscribe to Series C CCPS. The gain on such waiver has been recognised in Standalone Statement of Profit and Loss under other gains/ losses.

(iii) Refer note 41(iv) for subsequent events.

(iv) The right to subscribe to CCPS granted by the Company are derived and valued based on the following assumptions:

11 Provisions

Accounting policy Gratuity obligations

The liability recognised in the Standalone Balance Sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets, if any. The defined benefit obligation is calculated annually by actuary using the projected unit credit method.

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

The interest cost is calculated by applying the discount rate to the balance of the defined benefit obligation. This cost is included in employee benefit expense in the Standalone Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the Standalone Statement of Changes in Equity and in the Standalone Balance Sheet. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

(i) Compensated absences

The leave obligations cover the Company's privilege leave. The entire amount of provision of compensated absences of Rs. 42.99 million (March 31, 2023: Rs. 42.60 million) is presented as current, since the Company does not have an unconditional right to defer settlement for these obligations. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.

(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 amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. 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.

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.

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.

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 an unconditional right to defer settlement for these obligations and presented under other provisions. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.

12 Deferred tax liabilities (net)

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax asset has not been recognised on unabsorbed depreciation, carry forward tax losses and deductible temporary differences as it is not probable that future taxable profits will be available before such losses expire against which the Company can use the benefits therefrom.

Net deferred tax liability - -

Deferred tax assets, have not been recognised (recognised to the extent of deferred tax liability) in the absence of being able to reasonably estimate the extent of future taxable profits against which to utilise these assets. However this position will be reassessed at every year end and the deferred tax asset will be accounted for, when appropriate.

The Company has received assessment order for certain years wherein the carry forwarded business losses amounting to Rs.2,310.51 million (March 31, 2023: Rs. 1,244.60 million) are disputed.

The tax impact for the above purpose has been arrived at by applying the tax rate of 31.20% (March 31, 2023: 31.20% ) being the prevailing tax rate substantively enacted for Indian companies under the Income Tax Act, 1961.

14 Revenue from operations Accounting policy

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 (marketplace) 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 e.g. 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.

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.

Commission income on fuel cards and fastags:

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 in the period in which it accrues.

Subscription fee:

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. Eventhough 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 subsription 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 estimated period of usage of the fuel cards. 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.

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 provides access to the platform for buying and selling of second-hand commercial vehicles. 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. '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 processing fees for onboarding the borrowers which is recognized at a point in time when the onboarding services are completed.

The consideration from sourcing loans, loan servicing, collection services is based on a pre-determined fixed percentage of interest. The Company receives consideration from sourcing loans only when the equated monthly installments are paid by the borrowers. Revenue from providing this service is recognised over the period of time in which the services are rendered and as the customer benefits from the service. Consideration is variable and is highly susceptible to factors outside the entity's influence. Revenue is recognised only when it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Amount receivable from the financial institutions for which the Company has fulfilled its obligations is classified under "trade receivables" as the Company has unconditional right over such consideration (i.e. if only the passage of time is required before payment of such consideration is due).

Freight services:

The Company operates a trucking network through its freight and fleet management services. Revenue from such contracts is recognised over the period of the services as the customer simultaneously receives benefits as the services are performed by the Company. The Company is assessed as principal in this arrangement. (Refer note 36 (a)(ii) for discontinued operations)

(i) Represents incentives to customers under the customer loyalty programme of the Company.

(ii) Represents payments to customers which are not towards distinct services in the context of the contract and hence, are netted off with revenue recognised.

(c) Contract liability

The Company has certain subscription income and an aggregate amount of transaction price allocated to such subscription agreement that are partially or fully unsatisfied as at the reporting date is Rs. 550.58 million (March 31, 2023: Rs. 414.00 million). Management expects Rs. 522.68 million to be recognised in the financial year 2024-25. The remaining is expected to be recognised in the next 2 years.

(d) Critical judgement in revenue recognition:

The Company has entered into agreement with banks to provide services to distribute and manage Fastags for which the Company earns commission from banks as and when the services are rendered. The Company also delivers and assists fleet operators install and activate Fastags and onboards them on to the Company's platform and earns fees from issuance/ replacement, activation and installation convenience of Fastags. The Company has considered the services described above as two distinct services.

21 Employee Stock Option Plan (ESOP)

Accounting policy

Share based compensation benefits are provided to certain employees under the Employee Stock Option Plan 2016, Employee Stock Option Plan

2019 and Management Stock Options Plan (MSOP) (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. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity, where shares are forfeited due to a failure by the employee to satisfy the vesting conditions, any expenses previously recognised in relation to such shares are reversed effective from the date of the forfeiture. 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 repurchased, measured at the re-purchased date. Any such excess are recognised as an expense in the Standalone Statement of Profit and Loss.

A) ESOP Plan 2016

(i) The Board of Directors of the Company in its meeting held on April 26, 2016 and the members in the extraordinary general meeting held on May 21, 2016, approved a scheme for granting Employee Stock Options (ESOP Plan 2016) to eligible employees of the Company with a capping of 15,489 options, monitored and supervised by the Compensation Committee from time to time. Eligible employees are granted an option to purchase equity shares of the Company, subject to vesting conditions as set out in the ESOP Plan 2016. The said stock options vest in a graded manner over a period of 4 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 each option. Unvested options are forfeited upon separation.

(i) The Company has reserved 6,013 equity shares of Re. 1/- each for ESOP under the "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 7,756 equity shares of Re. 1/- each. 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 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 separation.

The shareholders of the Company had consented to a proposed MSOP plan, under which the Company had proposed to grant stock options equivalent to 10,750 equity shares of Re. 1/- each, subject to applicable laws out of which stock options equivalent to 3,485 equity shares were deemed to be vested immediately on grant date and remaining stock options equivalent to 7,265 equity shares would vest on achievement of a specified valuation event.

The Company has not taken any corporate actions or any other steps including obtaining necessary board and shareholders approvals as required under the Act and applicable rules and issuing grant letter for giving effect to the commercial understanding with one of the founder director. However, the grant date was established on consent by the shareholders, as there was a shared understanding on the general terms and conditions of the awards.

Considering that the services were already rendered for stock options equivalent to 3,485 equity shares, and considering that the founder director had started rendering the services towards stock options equivalent to 7,265 equity shares, the Company had recognised the expenses towards such awards under Ind AS 102, Share based payments.

The fair value of the award for 7,265 options has been determined under the Binomial mode in the year of grant.

The Board of Directors of the Company, on March 19, 2024 passed a resolution to revoke and cancel the above options. As per the requirements of Ind AS 102, this cancellation of the said unvested options, resulted into an accelerated stock option compensation charge of Rs. 800.45 million has been accounted in the Standalone Statement of Profit and Loss during the year.

(i) Financial instruments by category and fair value hierarchy

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.

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.

There are no transfers between Level 1, Level 2 and Level 3 during the year.

The Company's policy is to recognise transfer into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include;

- The use of available net assets value per unit for investments in mutual funds.

- The Right to subscribe CCPS arrangements with lenders - have been valued using Black Scholes model. Refer note 10(c) for details of inputs used in the valuation.

(iii) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of borrowings and lease liabilities are considered to be the same as their fair values since the rate of interest is at market For security deposits and inter-corporate deposits, interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Fair value of such instruments is not materially different from their carrying amounts.

The carrying amounts of trade receivables, trade payables, cash and cash equivalents, other bank balances, other financial assets and other financial liabilities are considered to be the same as their fair values, due to their short-term nature.

The fair value is determined base on discounted cash flows using current rate.

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.

The Company monitors capital on the basis of the following gearing ratio:

• net debt (total borrowings and lease liabilities net of cash and cash equivalents and liquid investments)

• divided by total ‘equity’ (as shown in the balance sheet).

The Company has complied with loan covenants during and as at the end of the reporting periods.

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, inter-corporate deposits, 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 three types of financial assets that are subject to the expected credit loss model:

a) Trade receivables

b) Loans to subsidiary

c) Security deposits

While cash and cash equivalents are also subject to the impairment requirements of Ind AS 109, the identified impairment loss was immaterial.

(i) Deposits with banks and financial institutions, inter-corporate deposits and cash and cash equivalents

Deposits, inter-corporate deposits 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.

(ii) Investment in bonds

No expected credit loss allowance has been created for investments in bonds as these investments are placed with institutions with high credit rating and hence, carry low credit risk.

(iii) Security deposits

Security deposit paid to customers carry certain amount of credit risk. The Company considers past history of recovery of such deposits, 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.

(iv) 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 ofreceivables, information about past events, current conditions and forward looking information.

In respect of trade receivables from truck operator services, collection is received within an average of 30-45 days. 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.

Refer note 36(a)(iv) for receivables from discontinued operations.

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 Rs. 4,070.00 million (March 31, 2023: Rs. 3,401.80 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 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 of profit or loss 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.

25 Impairment of investments in subsidiaries

The Company performs an assessment for impairment of its investments in subsidiaries impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company has determined recoverable values of its investments as value in use. Company has used the ‘cost approach’ valuation technique for determining fair value of its investment in subsidiaries using Level 3 inputs.

(A) No transactions during the year.

(B) All related party transactions are inclusive of discontinued operations and assets and liabilities held for sale.

(C) Excludes employee shared-based payment expense recognised pertaining to MSOP plan which has been cancelled in the current year amounting to Rs. 1,108.98 million (March 31, 2023: Rs 308.50 million) and includes value of perquisites as per income tax rules.

(D) Receivable from subsidary, pending repatriations on liquidation of Blackbuck Netherlands B.V.

(E) All related party transactions entered during the year were in ordinary course of business and at arms length price.

27 Segment information Accounting policy

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). Chairman, Managing Director and Chief Executive Officer is identified as CODM who assesses the financial performance and position of the Company, and makes strategic decisions.

The Company is engaged in providing services to empower truck operators to efficiently manage their business and maximise their earnings through a technology platform. CODM reviews the Company level data for resource allocation and assessment of the Company's performance.All the revenues are generated from the customers located in India. None of the non-current assets are held by the Company outside India during the current financial year. The Company's business activity falls within a single operating segement and segment wise disclosure is not applicable.

Total revenue includes Rs. 995.11 million (March 31, 2023: Rs. 698.16 million) from one customer (March 31, 2023: one customer) who individually contributed more than 10% of the total revenue of current financial year.

The above commitments include capital expenditure commitments of Rs. 13.02 million (March 31, 2023: Rs. Nil) relating to the purchase of telematic devices.

Refer note 39(x) for other accounting policies.

29 Leases

Accounting policy

The Company’s lease asset classes primarily consist of leases for office premises. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

(i) the contact involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right-of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases.

Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Standalone Balance Sheet and lease payments have been classified as financing cash flows in the Standalone Statement of Cash Flows.

(c) Total cash outflow for leases for the year ended March 31, 2024 amounted to Rs. 41.50 million (including interest payments of Rs. 12.10 million); [March 31, 2023 amounted to Rs. 32.66 million (including interest payments of Rs. 4.05 million)]

Extension and termination options are included in a number of property leases across the Company. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of termination options held are exercisable only by the Company and not by ^tI^hn^ed^ret^se^pr^em^ci^tn^ivin^eg^let^sh^se^orl^.ease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

For leases of office premises the factor which is normally most relevant is - historical lease duration and the cost of business disruption required to replace the leased asset.

34 Going concern

The Company is in the process of expanding its operations and also investing on technology and hence is currently incurring cash losses.

Based on the business plan and projected cash flows for the next 12 months, the Board of Directors does not forsee any material uncertainty regarding the Company's ability to continue as a going concern for foreseeable future and accordingly, these financial statements have been prepared on a going concern basis.

35 As the Company has incurred losses during the current year, dividend on 256,904 (March 31, 2023: 256,904) 0.01% CCPS has not been proposed. The arrears of such dividend as at March 31, 2024 amounts to Rs. Nil (March 31, 2023: Rs. Nil).

36 Discontinued operations and sale of subsidiaries Accounting Policy

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.

Discontinued operations

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 Consolidated Statement of Profit and Loss.

(a) Disposal of corporate freight business:

(i) Description

On January 25, 2024, the Board of Directors approved a plan to dispose of Company's corporate freight business division in consistent with the Company's long-term strategy. Also, on March 22, 2024 the Company entered into a non-binding term sheet with a third party/ buyer to dispose off the said business line on a going concern basis ("proposed divestment" or "discontinued operations") for a consideration as follows:

• Subscription to the equity shares of third party/ buyer upto Rs. 650.00 million based on post-money valuation of Rs. 6,500.00 million (“contingent consideration”) subject to downward adjustments based on the achievement of predetermined revenues and gross margin earned by the said business line; and

• Amount equivalent to net assets (“deferred consideration”) related to Company’s corporate freight business division (currently classified as held for sale) as on the closing date.

The Company has received a non-refundable advance of Rs. 10.00 million from the said third party/ buyer, which on the closing of the transaction shall be adjusted towards the total consideration. This advance is recorded as other receivables in the Standalone Balance Sheet. Subsequent to the year end, the Company has also signed a binding agreement with similar conditions as the non-binding term sheet and a long stop date of July 31, 2024. The Company determined that corporate freight business met the criteria to be classified as held for sale and discontinued operations. As a result, as on March 31, 2024, the related assets and liabilities were classified as held for sale in the Standalone Balance Sheet. Similarly, the results of corporate freight business were classified as discontinued operations and are presented separately in the Standalone Statement of Profit and Loss.

Notes

A) Refer note 39(ix) for other accounting policies for freight expense.

B) The net assets (assets less liabilities) forming part of the disposal group are measured at lower of fair value less cost of disposal and its carrying amount. The Company has estimated the fair value less cost of disposal approximates to the carrying amount of these net assets held for sale.

(b) Sale of subsidiaries

Consequent to a resolution passed by board of directors of the Company on September 30, 2022 and resolution passed by the board of directors of BB Poland on October 25, 2022 the foreign entity converted the loan amounting to EURO 30,09,651.10 into 2,88,919 Equity share at PLN 50 each aggregating to Rs. 246.10 million based on independent valuation report.

Pursuant to an agreement dated December 30, 2022 the Company has sold its investment in BB Poland with effect from August 31, 2022 at PLN 8.45 per share to a third party and accordingly it has recognised a loss on sales of investment of Rs. 108.10 million under other gain/ losses in the Standalone Statement of Proft and Loss for the year ended March 31, 2023.

Further, during the year ended March 31, 2024, the Company has liquidated it's subsidiary in Netherlands (Blackbuck Netherlands B.V) and consquently recognised a loss of Rs. 3.81 million.

39 Summary of other accounting policies

The material accounting policies adopted in preparation of financial statements have been disclosed in the pertinent note along with other information. Other accounting policies are described below. All accounting policies has been consistent applied to all the period presented in the financial statements unless otherwise stated.

(i) Property, plant and equipment and Intangible assets

Property, plant and equipment are stated at historical cost, net of accumulated depreciation and accumulated impairment losses if any.

Cost of property, plant and equipments and intangible assets comprises of the purchase price including import duties and non-refundable taxes, and directly attributable expenses incurred to bring the asset to the location and condition necessary for it to be capable of being operated in the manner intended by management. Subsequent costs related to an item of PPE are recognised in the carrying amount of the item if the recognition criteria are met.

An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising on derecognition is recognised in the Standalone Statement of Profit and Loss.

Intangible assets

Costs associated with maintaining software programmes are recognised as an expense as incurred.

Impairment of property, plant and equipment

Assessment is done at each balance sheet date as to whether there is any indication that an asset may be impaired. For the purpose of assessing impairment, the smallest identifiable Company of assets that generate cash inflows from continuing use that are largely independent of the cash inflows from other assets or Company of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/ cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset's or cash generating unit's net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Standalone Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. An impairment loss is reversed to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised.

(ii) Financial assets

(a) Recognition

Regular way purchases and sale of financial assets are recognised on trade-date, being the date on which the Company commits to purchase or sale the financial assets.

(b) Classification of financial assets

A) Classification of financial assets at amortised cost:

The Company classifies its financial assets at amortised cost only if both of the following criteria are met:

a) the asset is held within a business model whose objective is to collect the contractual cash flows, and

b) the contractual terms give rise to cash flows that are solely payments of principal and interest

B) Classification of financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income (FVOCI) comprise:

a) Equity securities (listed and unlisted) which are not held for trading, and for which the Company has irrevocably elected at initial recognition to recognise changes in fair value through OCI rather than profit or loss. There are currently no equity securities which are carried at FVOCI.

b) Debt securities where the contractual cash flows are solely principal and interest and the objective of the Company’s business model is achieved both by collecting contractual cash flows and selling financial assets. There are currently no debt securities which are carried at FVOCI.

C) Classification of financial assets at fair value through profit or loss

The Company classifies the following financial assets at fair value through profit or loss (FVPL):

a) debt investments (mutual funds) that do not qualify for measurement at either amortised cost or FVOCI,

b) equity investments that are held for trading, and

c) equity investments for which the entity has not elected to recognise fair value gains and losses through OCI.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instrument that are not held for trading, this will depend on whether the Company has made an irrecoverable election at the time of initial recognition to account for equity investment at FVOCI.

(c) Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Refer note 24.

(d) Derecognition of financial assets

A financial asset is derecognised only when the Company has transferred the rights to receive cash flows from the financial asset or retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to paythe cash flows to one or more recipients. Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised. Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

(e) 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.

(f) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the Standalone Balance Sheet where there is a legally enforceable right to offset the recognised amount and there is an intention to settle on a net basis or realise the asset an settle the liability simultaneously.

(g) Subsequent measurement

Subsequent measurement of financial assets depends on the Company’s business model for managing the financial asset and the cash flow characteristics of the financial asset. There are two measurement categories into which the Company classifies its financial instruments:

Subsequently measured at amortised cost:

Financial assets that are held for collection of contractual cash flows where those cash flows represent SPPI are measured at amortised cost e.g. investments in bonds, loans, trade receivables etc. 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 losses arising from impairment are recognised in the Standalone Statement of Profit and Loss. A gain or loss on a financial asset that is subsequently measured at amortised cost is recognised in the Standalone Statement of Profit and Loss when the asset is derecognised or impaired.

Subsequently measured at FVTPL:

Financial assets that do not meet the criteria for amortised cost and FVTOCI are measured at fair value through profit or loss e.g. investments in mutual funds. A gain or loss on a financial asset that is subsequently measured at fair value through profit or loss is recognised in profit or loss and presented net in the Standalone Statement of Profit and Loss within other gains/ (losses) in the period in which it arises.

(iii) Cash and cash equivalents

For the purpose of presentation in the information of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the Standalone Balance Sheet.

(iv) Trade payables

The amounts represent liabilities for goods and services procured prior to the end of financial year. The amounts are unsecured and are usually paid within the credit period given by the vendors. Trade payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their transactional value which represents the fair value and subsequently measured at amortised cost using the effective interest method.

(v) Financial liabilities

Initial recognition and measurement of financial liabilities

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement of financial liabilities

Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘amortised cost’.

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading if:

• it has been acquired or incurred principally for the purpose of repurchasing it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may also be designated as at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the financial liability forms part of a Company of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 Financial Instruments permits the entire combined contract to be designated as at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in the Statement of Profit and Loss, except for the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability which is recognised in other comprehensive income.

The net gain or loss recognised in the Standalone Statement of Profit and Loss incorporates any interest paid on the financial liability.

(v) Financial liabilities (Contd..)

Financial liabilities at amortised cost:

Financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

(vi) Employee benefits obligations

(a) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. Refer note 10(c) for details.

(b) Other long-term employee benefit obligations

The liabilities for earned leave are presented as current liabilities in the Standalone Balance Sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. Refer note 11 for details.

(c) Post-employment obligations

The Company operates the following post-employment schemes:

• defined benefit plans such as gratuity and

• defined contribution plans such as provident fund.

Defined contribution plans

The Company pays provident fund contributions to publicly administered provident funds, employee state insurance and labour welfare fund as per local regulations. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due.

(vii) Income tax

The income tax expense or credit for the year is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases ofassets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period in the countries where the Company operates and generates taxable income and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(viii) Finance cost

Borrowing costs include interest and other costs incurred in connection with borrowings. All borrowing costs are recognised in Standalone Statement of Profit and Loss in the period in which they are incurred.

(ix) Freight expenses

Incidental expenses relating to freight revenue i.e. freight expenses are recorded over the period of services delivered to the fleet owners.

(x) 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 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.

(xi) Lease liabilities As a lessee:

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable

• variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date

• amounts expected to be payable by the Company under residual value guarantees

• the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and

• payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

Lease payments are allocated between principal and finance cost. The finance cost is charged to Standalone Statement of Profit and Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

(xii) Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates("the functional currency"). The financial statements are presented in Indian Rupee ("INR") which is functional and presentation currency of the Company.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of transaction. Foreign exchange gains and losses arising from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised in the Standalone Statement of Profit and Loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair-value are reported as part of the fair value gain or loss.

(xiii) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the Standalone Balance Sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other gains/(losses).

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to demand payment as a consequence of the breach.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) 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.

(v) Compliance with number of layers of companies

The company has complied with the number of layers prescribed under Sec 2(85) the Act.

(vi) 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.

(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, 2024 and March 31, 2023, except for one modification, where the Company is in proces of registering the modification in amount of the charge.

(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) Audit Trail and Back-up

The Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and that has operated from March 20, 2024 for certain books of account and from March 26, 2024 for certain other books of account at the application level and the feature of recording audit trail was not enabled at the database level to log any direct data changes throughout the year. For certain other accounting software , audit trail was not enabled at both application level and database level during the year. The Company has initiated the process of complying with the requirement of enabling audit trail feature at both application level and database level for its books of account.

The backup of certain books of account and other books and papers maintained in electronic mode has not been maintained on a daily basis on servers physically located in India during the year. The Company has initiated the process of complying with the requirement of maintaing backup on a daily basis on servers located in India.

(xiii) 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.

(xiv) Core investment companies (CIC)

The Company does not have any CICs which are registered/ required to be registered with the Reserve Bank of India.

(xv) The Companyhas incurred cash losses ofRs.167.47 million in the current financial year and ofRs.2,189.13 million in the immediatelypreceding financial year. The Company has adjusted depreciation and amortisation expense and employee shared-based payment expense to arrive at the amount.

41 Subsequent Events

(i) Partly paid up shares - subscription and forfeiture

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").

Subsequent to the year end, 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 forefeited by the Company vide resolution passed by the Board of Directors on June 1, 2024. Accordingly, there are no partly paid up shares outstanding as at date of the approval of these Standalone financial statements.

(ii) Bonus issue and conversion ratio change for CCPS

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 Re. 1/- each to its equity shareholders.

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.

(iii) Increase in Authorised Capital

Pursuant to a resolutions passed by the Board of Directors dated April 01, 2024 and Shareholders vide an extraordinary general meeting dated April 10, 2024, the Company has increased the authorised equity share capital from Rs. 15.00 million divided into 15,000,000 equity shares having face value of Re. 1/- each to Rs. 250.00 million divided into 250,000,000 equity shares having face value of Re.1/- each.

(iv) RTS Cancellation

Subsequent to the year end, the Right to subscribe CCPS agreements (as referred under Note 10(c)) have been amended wherein the lenders have agreed to absolutely, irrevocably and unconditionally waive, relinquish, terminate and surrender its Right to Subscribe in consideration of liquidated damages aggregating to Rs. 194.75 million payable to the lenders.