Committed Cargo Care Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussion of our financial position and results of operations together with our Restated Financial Statements which have been included in this Prospectus. The following discussion and analysis of our financial position and results of operations is based on our Restated Financial Statements for the period ended April 30, 2023, Financial Year ended March 31, 2023 , Financial year ended March 31, 2022 and Financial year ended March 31, 2021 including the related notes and reports, included in this Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our Companys financial information. Our Financial Statements, as restated have been derived from our audited financial statements for the respective years. Accordingly, the degree to which our Restated Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Ind AS, Companies Act, SEBI Regulations and other relevant accounting practices in India. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year ("Fiscal Year") are to the twelve-month period ended March 31 of that year.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" beginning on pages 21 and 13, respectively, and elsewhere in this Prospectus.

In this chapter, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Committed Cargo Care Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for the period ended April 30, 2023, Financial Year ended March 31, 2023, Financial Year ended March 31, 2022 and Financial Year ended March 31, 2021beginning on page 165 of this Prospectus.

BUSINESS OVERVIEW

Our Company provides integrated logistics services such as cargo management solutions, order management, international freight management, customs and cross-border movement, heavy and over-dimensional cargo movement etc. Our well-established network and tracking software enables to provide fast and reliable information to our client. Thus, capable of handling – packaging, warehousing, freight forwarding, custom clearance of export and import cargo of commercial consignments, diplomatic and non-diplomatic consignments, special services and forwarding of cargos, with an objective to provide the most convenient and cost-effective transportation method by air, courier, sea and road any time & anywhere around the globe.

For further details, please refer chapter titled "Business Overview" beginning on page 92 of this Prospectus.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD

After the date of last financial year i.e., March 31, 2023, the following material events have occurred after the last audited period.

1. The Company held its Annual General Meeting for the Financial Year ended March 31, 2023 on September 26, 2023.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the chapter titled "Risk Factors" beginning on page 21 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

1. General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;
2. Increase in freight and fluctuation in operating and other related costs
3. Our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks that have an impact on our business activities or investments
4. Competition from existing and new companies may adversely affect our revenues and profitability;
5. General economic, political and other risks that are out of our control;
6. The occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition;
7. Regulatory changes relating to the logistics sectors in India and our ability to respond to them;
8. Our ability to grow our business;
9. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices

SIGNIFICANT ACCOUNTING POLICIES

For more details kindly refer to chapter titled – Restated Financial Statements – Note 22 beginning on page 186 of this Prospectus.

DISCUSSION ON RESULTS OF OPERATIONS

The following table sets forth financial data from our restated financial statements of profit & loss for the period ended April 30, 2023, financial year ended March 31, 2023, financial year ended March 31, 2022 and financial year ended March 31, 2021, the components of which are also expressed as a percentage of total revenue for such periods:

(? in Lakhs)

Particulars	For the period ended April 30, 2023		Financial Year ended
			March 31, 2023		March 31, 2022		March 31, 2021
	? in lakhs	%*	? in lakhs	%*	? in lakhs	%*	? in lakhs	%*
(A) REVENUE
Revenue from Operations	959.1 8	99.99%	12,221.9 6	99.83%	14,597.1 2	99.90 %	11,377.4 8	99.93 %
Other Income	0.06	0.01%	20.81	0.17%	15.04	0.10%	8.41	0.07%
Total Revenue	959.2 4	100.00 %	12,242.7 7	100.00 %	14,612.1 7	100%	11,385.8 9	100%
(B) EXPENDITURE
Direct Expenses	780.3 6	81.35%	10,461.3 4	85.45	12,859.9 3	88.01 %	10,037.5 8	88.16
Employee Benefits Expenses	62.79	6.55%	749.48	6.12	688.95	4.71	695.65	6.11
Finance Costs	0.95	0.10%	10.04	0.08	11.29	0.08%	21.13	0.19%
Depreciation and Amortization Expense	1.77	0.18%	22.62	0.18	25.39	0.17%	19.98	0.18%
Other Expenses	41.12	4.29%	278.32	2.27	608.22	4.16%	296.45	2.60%
Total Expenditure	886.9 9	92.47%	11,521.8	94.11%	14,193.7 7	97.14 %	11,070.7 8	97.23 %
Profit Before Exceptional and Extraordinary Items and Tax	72.25	7.53%	720.97	5.89	418.40	2.86%	315.11	2.77%
Exceptional Items	-	-	-	-	-	-	-	-
Profit Before Extraordinary Items and Tax	72.25	7.53%	720.97	5.89%	418.40	2.86%	315.11	2.77%
Extraordinary Items	-	-	-	-	-	-	-	-
Profit Before Tax	72.25	7.53%	720.97	5.89%	418.40	2.86%	315.11	2.77%
Prior Period Items	-	-	-	-	-	-	-	-
Tax Expense:
(1) Current tax	18.18	1.90%	187.51	1.53%	109.21	0.75%	82.78	0.73%
(2) Deferred tax	-	-	0.29	0.00%	0.47	-	0.13	-
(3) Excess / Short Tax Provision W/off	-	-	-	-	-	-	-	-
Profit for the year	54.07	5.64%	533.17	4.35%	308.72	2.11%	232.20	2.04%

*(%) column represents percentage of total revenue.

Key Components of our Statement of Profit and Loss Based on our Restated Financial Statements Income

Our total income comprises of revenue from operations and other income.

Revenue from Operations

Our primary revenue is from Agency charges Income, Export Clearance Income, Freight Income, Import Clearance Income, Loading and Unloading Income, Misc. Income, Transportation Income, Import Duty Income, AAI charges Income, Courier charges Income, IATA commission Income.

Other Income

Other income includes gain from Interest Income on Fixed Deposit, Other Income and Long-term capital gains.

Expenditure

Our total expenditure primarily consists of Direct Expenses for operations, Employee Benefit Expenses, Finance cost, Depreciation and amortization expenses and other expenses.

Direct Expenses for Operation

Our Direct Expenses for Operation consists of Terminal Expenses/Others, Agency charges, Courier charges, Custom Clearance expense, Freight expense, import clearance expense, Loading Unloading expense, AAI charges Expense, Import Duty expense & Transportation expense.

Employee Benefit Expenses

Employee benefit expenses comprises of salaries and wages, bonus, staff welfare expenses, and other employee benefits

Depreciation & Amortisation Cost

Depreciation Expenses consist of depreciation on the Tangible assets of our company i.e., Building, Plant & Machinery, Furniture & fixtures, Motor Vehicles, Computer and Other Equipments. It also includes amortization of Intangible asset of Computer software.

Finance costs

Finance cost includes Interest on loan, Interest on TDS, Interest on Service tax, Interest on GST/Late fee & Bank Charges.

Other Expenses

Other expenses are divided into three categories: Administration & General Expenses, selling distribution expenses, written off assets & liabilities and other expenses.

Provision for Tax

The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date.

FOR THE PERIOD ENDED APRIL 30, 2023

Income

Revenue from Operations

Our revenue from operations for the period ended April 30, 2023 was ? 959.18 Lakhs which is about 99.99 % of the total revenue.

Other Income

Our other income for the period ended April 30, 2023 was 0.06 Lakhs which is about 0.01% of the toral revenue.

Expenditure:

Direct Expenses for operation

Our Cost of Material consumption for the period ended April 30, 2023 was ? 780.36 Lakhs which is about 81.35 % of total revenue.

Employee Benefits Expenses

The employee benefits expenses for the period ended April 30, 2023 is ? 62.79 Lakhs which is about 6.55 % of the total revenue.

Finance Cost

Financial costs for the period ended April 30, 2023 is ? 0.95 Lakhs which is about 0.10% of the total revenue.

Other Expenses

Other Expenses for the period ended April 30, 2023 is ?41.12 Lakhs which is about 4.29 % of the total revenue and which includes legal and professional Fees, labour charges, rent, sales promotion, packing charges.

Depreciation and Amortization Expenses:

Depreciation for the period ended April 30, 2023 is ? 1.77 Lakhs which is about 0.18 % of the total revenue and which consists of depreciation and amortization.

Profit after Tax

Profit after tax for the period ended April 30, 2023 is ? 54.07 Lakhs which is about 5.64% of the total revenue.

COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2023 TO FINANCIAL YEAR ENDED MARCH 31, 2022

Total Revenue

Our total revenue increased by 16.23 % to ?12,242.77 Lakhs for the financial year ended March 31, 2023 from ? 14,612.17 Lakhs for the financial year ended March 31, 2022. This decrease was primarily due to a decrease in revenue from operations.

Revenue from Operations

The total income from operations for the Financial Year ended March 31, 2023 was ? 12,221.96 Lakhs and it was ? 14,597.12 Lakhs during the Financial year ended March 31, 2022. The revenue of the Company has decreased in the year Financial Year ended March 31, 2022 by 16.27 %.

Other Income

Our other income increased by 38.36 % to ? 20.81 Lakhs for the Financial year ended March 31, 2023 from ? 15.04 Lakhs for the Financial year ended March 31, 2022, primarily due to the interest on Fixed Deposits and due to increase in other income in the financial year ended March 31, 2023.

Expenditure Direct expense

The direct expense decreased by 18.65 % to ? 10,461.34 Lakhs for Financial year ended March 31, 2023 from ? 12,859.93 Lakhs for the Financial year ended March 31, 2022 primarily due to decrease in import duty expenses and freight expenses.

Employee Benefits Expenses

The employee benefits expense increased by 8.79 % to ? 749.48 Lakhs for the Financial year ended March 31, 2023 from

? 688.95 Lakhs for the Financial year ended March 31, 2022.

Finance Cost

The finance costs decreased by 11.07% to ? 10.04 Lakhs for Financial year ended March 31, 2023 from ? 11.29 Lakhs for the Financial year ended March 31, 2022, primarily due to a decrease in interest on loan, and due to no penal interest on service tax and GST for late filing.

Other Expenses

Our other expenses decreased by 54.24% to ? 278.32 Lakhs for Financial year ended March 31, 2023 from ? 608.22 Lakhs for the Financial year ended March 31, 2022, primarily due to the following expenses:

(? in Lakhs)

Particulars	As at March 31, 2023	As at March 31, 2022	Change in Value
Administration and general expense
Telephone Expense	10.25	10.70	0.45
Printing Stationery	22.58	18.89	-3.69
Rent Rates & taxes	42.95	38.66	-4.29
Repairs & Maintenance Expenses	51.72	41.19	-10.53
Electricity & Water Expense	14.39	11.99	-2.4
Conveyance expense	2.36	3.35	0.99
Legal Fee	1.76	0.05	-1.71
Professional Fee	68.31	76.70	8.39
Insurance Expense	12.58	5.38	-7.2
Insurance Expense on vehicle	1.23	0.81	-0.42
Donation	0.18	0.06	-0.12

 

Selling and Distribution Expense
Business Promotional expense	1.91	10.17	8.26
Advertisement expense	1.17	0.90	-0.27
Other Expenses
Fees & Subscription expense	8.93	8.09	-0.84
Festival Expense	6.55	0.65	-5.9
Foreign currency fluctuation	-2.44	1.94	4.38
Short & Excess	-0.53	0.54	1.07
Travel & Conveyance cost	2.45	0.77	-1.68
Office Exp	6.15	2.23	-3.92
Contractual service	19.93	11	-8.93

Depreciation and Amortization Expenses

Our depreciation and amortization expense decreased by 10.91 % to ? 22.62 Lakhs for the Financial year ended March 31, 2023 from ? 25.39 Lakhs for the Financial year ended March 31, 2022, primarily due to purchase of tangible assets.

Tax expenses

Our tax expenses increased to ? 187.80 Lakhs for Financial year ended March 31, 2023 from ? 109.67 Lakhs for Financial year ended March 31, 2022, primarily due to an increase in profit before tax by Rs 78.12 Lakhs.

Profit after Tax

For the reasons discussed above, our profit after tax increased by 72.70% to ? 533.17 Lakhs for the financial year ended March 31, 2023 from ? 308.72 Lakhs for the financial year ended March 31, 2022.

COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2022 TO FINANCIAL YEAR ENDED MARCH 31, 2021

Total Revenue

Our total revenue increased by 28.34 % to ?14,612.17 lakhs for the financial year ended March 31, 2022 from ? 11,385.89 Lakhs for the financial year ended March 31, 2021. This increase was primarily due to an increase in revenue from operations and other income.

Revenue from Operations

The total income from operations for the Financial Year ended March 31, 2022 was ? 14,597.12 lakhs and it was ? 11,377.48 lakhs during the Financial Year ended March 31, 2021. The revenue of the Company has increased in the year Financial Year ended March 31, 2022 by 28.30 %.

Other Income

Our other income increased by 78.89 % to ?15.04 Lakhs for the Financial year ended March 31, 2022 from ?8.41 Lakhs for the Financial year ended March 31, 2021, primarily due to the interest on Fixed Deposits and due to increase in other income in the financial year ended March 31, 2022.

Expenditure Direct expense.

The direct expense increased by 28.12 % to ? 12,859.93 Lakhs for Financial year ended March 31, 2021 from ? 10,037.58 Lakhs for the Financial year ended March 31, 2021 primarily due to increase in Courier charges, custom clearance expenses, freight expenses and transportation expense

Employee Benefits Expenses

The employee benefits expense reduced by 0.96 % to ? 688.95 Lakhs for the Financial year ended March 31, 2022 from

? 695.65 Lakhs for the Financial year ended March 31, 2021.

Finance Cost

The finance costs decreased by 46.58% to ? 11.29 Lakhs for Financial year ended March 31, 2022 from ? 21.13 Lakhs for the Financial year ended March 31, 2021, primarily due to a decrease in interest on loan, and due to no penal interest on service tax and GST for late filing.

Other Expenses

Our other expenses increased by 105.17% to ? 608.22 Lakhs for Financial year ended March 31, 2022 from ? 296.45 Lakhs for the Financial year ended March 31, 2021, primarily due to the following expenses:

(? in Lakhs)

Particulars	As at March 31, 2022	As at March 31, 2021	Change in Value
Administration and general expense
Telephone Expense	10.70	9.04	1.66
Printing Stationery	18.89	28.72	-9.83
Rent Rates & taxes	38.66	41.41	-2.75
Repairs & Maintenance Expenses	41.19	39.86	1.33
Electricity & Water Expense	11.99	10.45	1.54
Conveyance expense	3.35	4.85	-1.5
Legal Fee	0.05	1.42	-1.37
Professional Fee	76.70	14.26	62.44
Insurance Expense	5.38	15.86	-10.48
Insurance Expense on vehicle	0.81	0.94	-0.13
Donation	0.06	0.16	-0.1
Selling and Distribution Expense
Business Promotional expense	10.17	14.52	-4.35
Advertisement expense	0.90	0.05	0.85
Written Off assets & Liabilities
Bad debt advances written off	346.26	39.36	306.9
Other Expenses
Fees & Subscription expense	8.09	11.92	-3.83
Festival Expense	0.65	3.82	-3.17
Foreign currency fluctuation	1.94	0.7	1.24
Misc. Expenses	0.02	0.05	-0.03
Short & Excess	0.54	-0.02	0.56
Travel & Tour Exp	0.77	15.12	-14.35
Office Exp	2.23	4.03	-1.8
Gratuity Exp	0	24.39	-24.39
Contractual service	11	0	11
Prior period expenses	10.5	8.11	2.39

The above-mentioned expenses grew at 88.16% in the financial year ended March 31, 2022 than the financial year ended March 31, 2021 a rate slower than growth in revenue from operations i.e., 160.90% over the financial year ended March 31, 2021.

Depreciation and Amortization Expenses

Our depreciation and amortization expense increased by 27.09 % to ? 25.39 Lakhs for the Financial year ended March 31, 2022 from ? 19.98 Lakhs for the Financial year ended March 31, 2021, primarily due to purchase of tangible assets.

Tax expenses

Our tax expenses increased to ? 109.67 Lakhs for Financial year ended March 31, 2022 from ? 82.91 Lakhs for Financial year ended March 31, 2021, primarily due to an increase in profit before tax by Rs 103.29 Lakhs. The effective current tax in the financial year ended March 31, 2022 and March 31, 2021 is 32.28%

Profit after Tax

For the reasons discussed above, our profit after tax increased by 32.95% to ? 308.72 for the financial year ended March 31, 2022 from ? 232.20 for the financial year ended March 31, 2021.

Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

1. Unusual or infrequent events or transactions

To our knowledge there have been no unusual or infrequent events or transactions that have taken place during the last three (3) years.

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

Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in ‘Factors Affecting our Results of Operations and the uncertainties described in the Chapter entitled "Risk Factors" beginning on page 21 of this Prospectus. To our knowledge, except as we have described in this Prospectus, there are no known factors which we expect to bring about significant economic changes.

3. Income and Sales on account of major product/main activities

Income and sales of our Company on account of main activities derives from logistic and warehousing business.

4. Whether the company has followed any unorthodox procedure for recording sales and revenues

Our Company has not followed any unorthodox procedure for recording sales and revenues.

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

Apart from the risks as disclosed under chapter titled "Risk Factors" beginning on page 21 of this Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

6. Extent to which material increases in net sales or revenue are due to increase in services

Increases in revenues are by and large linked to increases in volume of logistic business.

7. Total turnover of each major industry segment in which the issuer company operated.

The Company is engaged in the business of providing integrated logistics services, as available, has been included in the chapter titled "Business Overview" beginning on page 92 of this Prospectus.

8. Status of any publicly announced new products or business segment.

Our Company has not announced any new services or business segment.

9. The extent to which business is seasonal.

Our Companys business is not seasonal.

10. Any significant dependence on a single or few suppliers or customers.

(? in Lakhs)

Particulars	Supplier		Customers
	As at March 31, 2023	As at March 31, 2022	As at March 31, 2023	As at March 31, 2022
Top 10 suppliers/ customers (? in Lakhs)	10474.11	3134.71	5742.82	843.15
% to total purchase / sales	26.56%	24.38%	46.99%	5.78%

11. Competitive conditions.

Competitive conditions are as described under the chapter titled "Industry Overview" and "Business Overview"

beginning on pages 82 and 92, respectively of this Prospectus.

Material developments subsequent to April 30, 2023

Except as disclosed in this Prospectus, there are no significant developments or circumstances that have arisen since April 30, 2023, the date of the last financial statements included in this Prospectus:

Further, except as disclosed in this Prospectus, there are no circumstances that have arisen since April 30, 2023, the date of the last financial statements included in this Prospectus, which materially and adversely affect or is likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months.