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FlySBS Aviation Ltd Management Discussions

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FlySBS Aviation Ltd Share Price Management Discussions

OF FINANCIAL CONDITIONS AND RESULTS

OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restatedfinancial information as of andfor the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023. Our Restated Financial Statements have been derivedfrom our audited financial statements and restated in accordance with the SEBIICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with Indian GAAP, including the schedules, annexures and notes thereto and the reports thereon, included in the section titled "Financial Information" on page 201 of this Red Herring Prospectus. Unless otherwise stated, the financial information used in this section is derived from the restated financial statements of our Company.

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 setforth in the sections titled "Risk Factors " and "ForwardLooking Statements " on pages 30 and 20 respectively, of this Red Herring Prospectus.

These financial statements have been prepared in accordance with Indian GAAP. Indian GAAP differs in certain significant respects from U.S. GAAP, IFRS and Ind AS. We have neither attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in this Red Herring Prospectus nor do we provide a reconciliation of our financial statements to those under U.S. GAAP or IFRS or Ind AS. Accordingly, the degree to which the Indian GAAP financial statements included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the readers level of familiarity with the Companies Act, Indian GAAP and the SEBI ICDR Regulations. Any reliance on the financial disclosure in this Red Herring Prospectus, by persons not familiar with Indian Accounting Practices, should accordingly be limited.

References to the "Company", "we", "us" and "our" in this chapter refer to FlySBS Aviation Limited (formerly known as FlySBS Aviation Private Limited), as applicable in the relevant fiscal period, unless otherwise stated.

OVERVIEW OF OUR BUSINESS

We are engaged in the business of providing private, non-scheduled air charter services from India, focusing on delivering seamless air travel solutions to elite clientele. We are DGCA approved Non-Scheduled Airline Operator holding a valid Air Operator Permit. Our customer base includes entrepreneurs, senior corporate executives, politicians, diplomats, celebrities, and other VIPs, all of whom require tailored services to meet their specific travel needs. These demands often encompass flexible flight schedules, access to exclusive destinations, premium luxury amenities, privacy, and stringent security protocols. Our charter services cater to a range of specific travel needs, such as direct travel convenience, multi-destination within tight timeframes, or access to locations lacking commercial flight connectivity. Additionally, our services are frequently sought for critical purposes like medical emergencies, key business meetings, promotional events, and other high-priority engagements.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those discussed in the section entitled "Risk Factors on page 30 of this Red Herring Prospectus. The following are certain factors that have had, and we expect will continue to have, a significant effect on our financial condition and results of operations:

1. Growth in numbers and wealth of affluent class (HNIs and UHNIs) in India;

2. Demand of private air chartering services from mid to large sized business corporations (including multinational corporations);

3. Optimum utilisation of existing and newly added aircraft in our fleet;

4. Changes in prices of crude oil and aviation turbine fuel in domestic and international markets;

5. Availability of pilots, cabin crew and other skilled personnel for handling and operating our aircrafts;

6. Changes in laws and regulations that apply to the Aviation Industry and more specifically in the Non- Scheduled Operators segment;

7. Availability of desired aircraft for inducting in our fleet;

8. Ability to source adequate funding alternatives at acceptable terms to finance the acquisition of aircrafts for our fleet;

9. Ability to manage fixed overheads and achieve economies of scale in our business operations;

10. Volatility in exchange rates of foreign currency and overall condition of foreign exchange market;

11. Availability of adequate infrastructure at various airports for ground handling operations;

12. Seasonality in demand of private air chartering services;

13. Regular upkeeping and maintenance of aircrafts for optimum performance;

14. Competition from commercial airlines offering business and first-class segment to its customers;

15. Competition from other Non-Scheduled Air Operators in and outside India;

16. Branding and marketing strategy of our Company;

17. Changes in interest rates and tax laws in India.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently to the periods presented in the Restated Financial Statements. For details of our significant accounting policies, please refer section titled "Financial information" on page 201 of this Red Herring Prospectus.

RESULTS OF OUR OPERATIONS

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements of Company for the financial year ended March 31, 2025, March 31, 2024, and March 31, 2023:

in Irilrh?)

Financial Year 2025

Financial Year 2024

Financial Year 2023

Particulars

Amount

% of Total

Amount

% of Total

Amount

% of Total
Income Income Income

Revenue from Operations

19,389.56 99.24% 10,648.69 99.78% 3,410.72 98.34%

Other Income

148.82 0.76% 23.42 0.22% 57.53 1.66%

Total Income

19,538.38 100.00% 10,672.11 100.00% 3,468.25 100.00%

Direct Operating Expense

14,489.31 74.16% 8,932.87 83.70% 2,788.15 80.39%

Employee Benefits expenses

451.40 2.31% 94.64 0.89% 61.74 1.78%

Other Expenses

456.44 2.34% 145.74 1.37% 95.52 2.75%

EBITDA

4,141.23 21.20% 1,498.85 14.04% 522.83 15.07%

Finance costs

209.87 1.07% 79.95 0.75% 110.02 3.17%

Depreciation and Amortization expenses

31.57 0.16% 27.30 0.26% 1.29 0.04%

Total Expenses

15,638.60 80.04% 9,280.51 86.96% 3,056.73 88.13%

Profit /(Loss) before tax

3,899.78 19.96% 1,391.61 13.04% 411.52 11.87%

Tax expense:

- Current Tax

1,014.79 5.19% 153.07 1.43% 68.45 1.97%

- Deferred Tax

44.38 0.23% 113.61 1.06% (0.99) -0.03%

Net Tax expenses

1,059.17 5.42% 266.68 2.50% 67.47 1.95%

Profit/(Loss) after tax

2,840.61 14.54% 1,124.92 10.54% 344.06 9.92%

PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS ACCOUNT Total Income

Our total income for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 were amounting to t 19,538.38 lakhs, t 10,672.11 lakhs and t 3,468.25 lakh, respectively. Our total income comprises of:

Revenue from operations

Our revenue from operations comprises revenue from sales of services for local operations and international operations. International operation is identified as the trip where atleast one leg of itinerary (arrival and/or departure) is from/to a place which is outside India. In case where both arrival as well as departure is within India, the revenue from such journey is recognized under domestic operations. Our revenue from operations amounted to t 19,389.56 lakhs, t 10,648.69 lakhs and t 3,410.72 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted for 99.24%, 99.78% and 98.34%, respectively, of our total income.

Other Income

Our other income primarily comprises of interest income, net foreign exchange gain and other non-operating income (includes scrap sales and commission charges). Our other income were amounting to t 148.82 lakhs, t 23.42 lakhs and t 57.53 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted for 0.76%, 0.22% and 1.66%, respectively, of our total income.

Expenses

Our total expenses were amounting to t 15,638.60 lakhs, t 9,280.50 lakhs and t 3,056.73 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted for 80.04%, 86.96% and 88.13%, respectively, of our total income. Our expenses primarily consist of the following:

Direct Operating Expense

Direct operating expense consists of aircraft lease charges, crew transport & hotel charges, guest food and beverages, aircraft handling charges, aircraft charter charges, aircraft maintenance, aircraft fuel expenses, crew salary & allowances, maintenance program includes MRO fees and CAMO fees, professional charges aircraft insurance, DGCA fees, amortization of pre-operative expenses, amortization of entry to the service cost and other aircraft related charges. Our direct operating expense amounted to t 14,489.31 lakhs, t 8,932.87 lakhs and t 2,788.15 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted to 74.16%, 83.70% and 80.39%, respectively, of our total income.

Employee Benefits Expense

Employee Benefits expenses primarily consist of salary & wages to staff, employers contribution to welfare fund, staff training, directors remuneration, employees gratuity, employees insurance and other staff welfare expenses. Our employee benefits expenses amounted to t 451.40 lakhs, t 94.64 lakhs and t 61.74 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 which accounted to 2.31%, 0.89% and 1.78%, respectively, of our total income.

Finance Costs

Finance costs consist of interest on borrowings availed, bank and processing charges and interest expenses on statutory dues. Our finance costs amounted to t 209.87 lakhs, t 79.95 lakhs and t 110.02 lakhs, respectively, for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted to 1.07%, 0.75% and 3.17%, respectively, of our total income respectively.

Depreciation and Amortization

Depreciation and Amortization consist of depreciation of our tangible assets (including aircraft components and equipments, computer, office equipments, furniture and fittings and other tangible assets). Our depreciation and amortization expense amounted to Rs.31.57 lakhs and Rs.27.30 lakhs, Rs.1.29 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted to 0.16%, 0.26% and 0.04%, respectively, of our total income respectively.

Other Expenses

Other expenses primarily include business promotion expenses, office rent, travel expense, brokerage & commission, professional and consultancy charges and rates & taxes. Our other expenses amounted to t 456.44 lakhs, Rs.145.74 lakhs and Rs.95.52 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted for 2.34%, 1.37% and 2.75%, respectively, of our total income.

Profit after tax

The profit after tax amounted to Rs.2,840.61 lakhs, Rs.1,124.92 lakhs and Rs.344.06 lakhs for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, which accounted for 14.54%, 10.54% and 9.92%, respectively, of our total income.

FINANCIAL YEAR 2025 COMPARED TO FINANCIAL YEAR 2024 Total Income

Our total income increased by 83.08% from Rs.10,672.11 lakhs in the financial year ended March 31, 2024 to Rs.19,538.38 lakhs in the financial year ended March 31, 2025 primarily due to an increase in sales of our domestic and international operation resulting into increase in revenue from operations.

Revenue from operations

Our revenue from operations increased by 535.45% from ?10,648.69 lakhs in the financial year ended March 31,

2024 to Rs.19,389.56 lakhs in the financial year ended March 31, 2025. The increase in revenue from operation is primarily due to an increase in total chargeable flying time from 1,486 hours in the financial year 2024 to 2,600 hours in the financial year 2025. The Company has added 13-seater Embraer Legacy 600 aircraft under long term dry lease arrangement in later part of financial year 2023-24, however, the Company could optimally utilize the aircraft in financial year 2024-25. As compared to wet lease arrangement where the lessor retains significant control over the operational aspects, a dry lease arrangement transfers the full spectrum of operational duties to the lessee, resulting in high flexibility in operation of the aircraft. Further, internation flying hours during fiscal

2025 were 1,811 hours as compared to 1,165 hours for fiscal 2024. The said increase in international flying hours also contributed towards an increase in revenue from operations as revenue for international flying hours is generally higher as compared to domestic flying hours.

Other Income

Other Income increased by 535.45% from Rs.23.42 lakhs in financial year ended March 31, 2024 to Rs.148.82 lakhs in financial year ended March 31, 2025 primarily due to increase in other non-operating income and net foreign exchange gain and interest income.

Expenses

Total expenses increased by 68.51% from Rs.9,280.51 lakhs in financial year ended March 31, 2024 to Rs.15,638.60 lakhs in financial year ended March 31, 2025 primarily due to increase in direct operating expenses, employee benefit expenses, depreciation and amortisation expenses, finance costs and other expenses.

Direct Operating Expense

Our direct operating expense increased by 62.20% from Rs.8,932.87 lakhs in financial year ended March 31, 2024

to t 14,489.31 lakhs in the financial year ended March 31, 2025. This increase is primarily on account of increase in variable cost due to increase in flight operations and total chargeable flying hours. Further, the Company fully operationalized 13-seater Embraer Legacy 600 aircraft under long-term dry lease arrangement in financial year 2025 which significantly increased operational capabilities of the Company. As under wet lease model, the lessor providing not only the aircraft itself but also the crew, maintenance, fuel, salaries, insurance, and necessary operating licenses, however, under the dry lease arrangement, the lessor provides the aircraft to the lessee without any accompanying crew, maintenance, insurance, or operating licenses. Under dry lease arrangement, the lessee assumes full operational control and responsibility, including the provision of the necessary crew, maintenance of the aircraft, and procurement of all requisite licenses and regulatory approvals. Hence, the company incurred all variable expenses related to operation of dry leased aircraft which includes total consumption of spares and consumables amounting to t 197.71 lakhs, Aircraft Lease charges amounting to aircraft Lease charges amounting to t 1,125.90 lakhs, crew transport and hotel charges amounting to t 86.30 lakhs, aircraft handling charges amounting to t 443.12 lakhs, aircraft maintenance charges amounting to t 247.62 lakhs, aircraft fuel expenses amounting to t 649.39 lakhs, crew salary & allowances amounting to t 167.85 lakhs, maintenance program and MRO fees amounting to t 566.48 lakhs and aircraft insurance expenses amounting to t 49.94 lakhs which were not required to be incurred in previous year under wet lease arrangement. The Company also incurred aircraft charter charges amounting to t 10,621.83 lakhs for operating aircraft under wet lease model. Further, this increase in direct operating expense has been offset by the decrease in professional charges by t 10.84 lakhs for the financial year ended 2023 due to decrease in dependence on wet lease aircraft.

Employee Benefits Expense

Our employee benefits expense increased by 376.94% from t 94.64 lakhs in financial year ended March 31, 2024 to t 451.40 lakhs in financial year ended March 31, 2025 primarily due to increase in salary and wages by t 294.03 lakhs from t 81.21 lakhs in the financial year ended 2024 to t 375.24 in the financial year ended 2025, increase in employers contribution to provident and other funds expense by t 1.86 lakhs, from t 2.20 lakhs in the financial year ended 2024 to t 4.07 lakhs in the financial year ended 2025, staff welfare expenses by t 63.38 lakhs, from t 4.64 lakhs in the financial year ended 2024 to t 68.02 lakhs in the financial year ended 2025 . Further this increase in employee benefit expense has been offset by the decrease in gratuity expenses by t 2.52 lakhs from t 6.59 lakhs in the financial year 2024 to t 4.07 lakhs in the financial year ended 2025. The number of employees of the Company also increased from 14 employees as at March 31, 2024 to 23 employees as at March 31, 2025.

Finance Costs

Our finance costs increased by 162.52% from t 79.95 lakhs in the financial year ended March 31, 2024 to t 209.87 lakhs in the financial year ended March 31, 2025 primarily due to increase amount of interest expenses from t 255.59 lakhs as at March 31, 2024 to t 176.01 lakhs as at March 31, 2025.

Depreciation and amortization

Depreciation and amortisation expenses increased by 15.64% from t 27.30 lakhs in financial year ended March 31, 2024 to t 31.57 lakhs in the financial year ended March 31, 2025 primarily due to increase in property, plant and equipments during the year amounting to t 56.46 lakhs.

Other Expenses

Other expenses increased by 213.19% from t 145.74 lakhs in financial year ended March 31, 2024 to t 456.44 lakhs in financial year ended March 31, 2025 primarily on due to increase in professional and consultancy charges by t 82.24 lakhs, travelling and conveyance charges by t 80.03, business promotion expenses by t 50.11 lakhs, office rent expenses by t 39.05 lakhs, brokerage & commission expenses by t 24.89 lakhs, in financial year ended 2025.The said increase were off-setted against decrease in brokerage and commission expenses by t (22.31) lakhs from t 24.89 lakhs in financial year ended 2024 to t 2.58 lakhs in financial year ended 2025. The increase in other expenses is generally in line with expansion in our business operations.

Profit after tax

The total income increased by 83.08%, primarily driven by a 82.08% rise in revenue from operations. Growth in

the revenue is due to increase in the aircraft operation and growth in total chargeable flying hours. This growth in sales and total chargeable flying hours were attributed due to induction of fully operationalising the aircraft under dry lease arrangement during the year. Due to the said reason and along with other factors as discussed hereinabove, the profit after tax of our Company increased from t 1,124.92 lakhs in fiscal 2024 to t 2,840.61 lakhs in fiscal 2025.

FINANCIAL YEAR 2024 COMPARED TO FINANCIAL YEAR 2023 Total Income

Our total income increased by 207.71% from t 3,468.25 lakhs in the financial year ended March 31, 2023 to t 10,672.11 lakhs in financial year ended March 31, 2024 primarily due to an increase in sales of our domestic and international operation resulting into increase in revenue from operations.

Revenue from operations

Our revenue from operations increased by 212.21% from t 3,410.72 lakhs in the financial year ended March 31, 2023 to t10,648.69 lakhs in financial year ended March 31, 2024. The increase in revenue from operation is primarily due to increase in total chargeable flying time from 522 hours in financial year 2023 to 1,486 hours in financial year 2024. Further, during the financial year 2023-24, the Company has added 13-seater Embraer Legacy 600 aircraft under long term dry lease arrangement which significantly increased operational capabilities of the Company. As compared to wet lease arrangement where the lessor retains significant control over the operational aspects, a dry lease arrangement transfers the full spectrum of operational duties to the lessee, resulting in high flexibility in operation of the aircraft. Further, internation flying hours during fiscal 2024 were 1,165 hours out of 1,486 hours which accounted for 78% of total chargeable flying hours as compared to 375 hours out of 522 hours which accounted for 72% of total chargeable flying hours for fiscal 2023. The said increase in international flying hours also contributed towards increase in revenue from operations as revenue for internationally flying hours is generally higher as compared to domestic flying hours.

Other Income

Other Income decreased by 59.29% from t 57.53 lakhs in financial Year ended March 31, 2023 to t 23.42 lakhs in financial year ended March 31, 2024 primarily due to decrease in other non-operating income and net foreign exchange gain.

Expenses

Total expenses increased by 203.61% from t 3,056.73 lakhs in financial year ended March 31, 2023 to t 9,280.51 lakhs in financial year ended March 31, 2024 primarily due to increase in direct operating expenses, employee benefit expenses, depreciation and amortisation expenses and other expenses.

Direct Operating Expense

Our direct operating expense increased by 220.39% from t 2,788.15 lakhs in the financial year ended March 31, 2023 to t 8,932.87 lakhs in financial year ended March 31, 2024. This increase is primarily on account of increase in variable cost due to increase in flight operations and total chargeable flying hours. Further, the Company has added 13-seater Embraer Legacy 600 aircraft under long-term dry lease arrangement which significantly increased operational capabilities of the Company. As under wet lease model, the lessor providing not only the aircraft itself but also the crew, maintenance, fuel, salaries, insurance, and necessary operating licenses, however, under the dry lease arrangement, the lessor provides the aircraft to the lessee without any accompanying crew, maintenance, insurance, or operating licenses. Under dry lease arrangement, the lessee assumes full operational control and responsibility, including the provision of the necessary crew, maintenance of the aircraft, and procurement of all requisite licenses and regulatory approvals. Hence, the company incurred all variable expenses related to operation of dry leased aircraft which includes total consumption of spares and consumables amounting to t 310.28 lakhs, Aircraft Handling Charges amounting to t 170.65 lakhs, Aircraft Charter Charges amounting to t 7,529.45 lakhs, Aircraft Maintenance charges amounting to t 128.05 lakhs, Aircraft fuel expenses amounting to t 143.60 lakhs, crew salary & allowances amounting to t 44.97 lakhs, Maintenance program and MRO fees amounting to t 125.63 lakhs, CAMO fees amounting to t 9.36 lakhs and Aircraft insurance expenses amounting to t 12.49 lakhs which

were not required to be incurred in previous year under wet lease arrangement. Further, this increase in direct operating expense has been offset by the decrease in aircraft lease charges (primarily attributable to wet leased aircraft) by t 2,736.34 lakhs for the financial year ended 2023 due to decrease in dependence on wet lease aircraft.

Employee Benefits Expense

Our employee benefits expense increased by 53.29% from t 61.74 lakhs in financial year ended March 31, 2023 to t 94.64 lakhs in financial year ended March 31, 2024 primarily due to increase in salary and wages by t 19.41 lakhs from t 61.79 in the financial year ended 2023 to t 81.21 lakhs in the financial year ended 2024, increase in employees gratuity expense by t 6.67 lakhs, from t (0.07) lakhs in the financial year ended 2023 to t 6.59 lakhs in the financial year ended 2024, staff welfare expenses by t 4.62 lakhs, from t 0.02 lakhs in the financial year ended 2023 to t 4.64 lakhs in the financial year ended 2024 and towards expenses of employers contribution to welfare funds of t 2.20 lakhs in the financial year ended 2024. The number of employees of the Company also increased from 3 employees as at March 31, 2023 to 14 employees as at March 31, 2024.

Finance Costs

Our finance costs decreased by 27.34% from t 110.02 lakhs in the financial year ended March 31, 2023 to t 79.95 lakhs in the financial year ended March 31, 2024 primarily due to decrease amount of total borrowings, i.e., long term and short term borrowings, from t 335.75 lakhs as at March 31, 2023 to t 255.59 lakhs as at March 31, 2024.

Depreciation and amortization

Depreciation and amortisation expenses increased by 2,024.58% from t 1.29 lakhs in the financial year ended March 31, 2023 to t 27.30 lakhs in financial year ended March 31, 2024 primarily due to increase in higher asset base of tangible asset primarily due to capitalization of aircraft components & equipment for dry leased aircraft and due to capitalization of intangible asset related to air operators permit, entry into service cost and preoperative expenses during the financial year ended 2024. The Company amortises entry into service cost for aircraft under dry lease arrangement and pre-operative expenses over the period of 5 years on straight line basis and hence, the Company amortized cost of t 58.97 lakhs related to entry into service cost and t 19.50 lakhs related to pre-operative expenses during fiscal 2024.

Other Expenses

Other expenses increased by 52.57% from t 95.52 lakhs in financial year ended March 31, 2023 to t 145.74 lakhs in financial year ended March 31, 2024 primarily on due to increase in office rent expenses by t 44.28 lakhs, brokerage & commission expenses by t 24.89 lakhs, professional and consultancy charges by t 8.47 lakhs, travelling & conveyance expenses by t 18.40 lakhs from t 1 lakhs in financial year ended 2023 to t 19.40 lakhs in financial year ended 2024, rates and taxes by t 7.82 lakhs from t 3.34 lakhs in financial year ended 2023 to t 11.16 lakhs in financial year ended 2024. The said increase were off-setted against decrease in business and promotion expenses by t (61.91) lakhs from t 80.43 lakhs in financial year ended 2023 to t 18.53 lakhs in financial year ended 2024. The increase in other expenses is generally in line with expansion in our business operations.

Profit after tax

The total income increased by 226.96%, primarily driven by a 212.21% rise in revenue from operations. Growth in the revenue is due to increase in the aircraft operation and growth in total chargeable flying hours. This growth in sales and total chargeable flying hours were attributed due to induction of additional aircraft under dry lease arrangement during the year. Due to the said reason and along with other factors as discussed hereinabove, the profit after tax of our Company increased from t 344.06 lakhs in fiscal 2023 to t 1,124.92 lakhs in fiscal 2024.

SELECTED RESTATED STATEMENT OF ASSETS AND LIABILITIES

The table below sets forth the principal components of our total assets, equity and liabilities as at the periods indicated in the table below:

(Z in lakhs)

Particular

March 31,2025 March 31, 2024 March 31, 2023

Total Shareholders fund

15,037.67 6,644.16 1,172.47

Total Non-Current Liabilities

949.07 179.67 29.28

Total Current Liabilities

3,196.84 891.55 809.81

Total Equity and Liabilities

19,183.58 7,715.38 2,011.55

Total Non-current Assets

7,291.01 4,483.08 772.36

Total Current Assets

11,892.58 3,232.30 1,239.19

Total Assets

19,183.58 7,715.38 2,011.55

Our shareholders fund increased from Rs.1,172.47 lakhs as at March 31, 2023 to Rs.6,644.16 lakhs as at March 31,

2024 and to Rs.15,037.67 lakhs as at March 31, 2025. Increase for March 31, 2024 was primarily on account of profit after tax for the financial year ended March 31, 2024 amounting to Rs.1,124.92 lakhs, security premium on issue of equity shares amounting to Rs.4,240.75 lakhs and issue of equity share capital amounting to Rs.106.02 lakhs. Increase for March 31, 2025 was primarily on account of profit after tax for the financial year ended March 31,

2025 amounting to Rs.2,840.61 lakhs, security premium on issue of equity shares amounting to Rs.5,379.25 lakhs and issue of equity share capital amounting to Rs.953.65 lakhs.

Our total non-current liabilities decreased from Rs.29.28 lakhs as at March 31, 2023 to Rs.179.67 lakhs as at March 31, 2024, primarily on account of the increase in long term borrowings from Rs.26.89 lakhs as at March 31, 2023 to Rs.57.11 lakhs as at March 31, 2024 and increase in deferred tax liability (net) from Rs.1.95 lakhs as at March 31, 2023 to Rs.115.56 lakhs as at March 31, 2024. Our total non-current liabilities increased from Rs.179.68 lakhs as at March 31, 2024 to Rs.949.07 lakhs as at March 31, 2025, primarily on account of the increase in Long term borrowings from Rs.57.11 lakhs as at March 31, 2024 to Rs.766.49 lakhs as at March 31, 2025 and increase in deferred tax liabilities (net) from Rs.115.56 lakhs as at March 31, 2024 to Rs.171.51 lakhs as at March 31, 2025.

Our total current liabilities increased from Rs.809.81 lakhs as at March 31, 2023 to Rs.891.54 lakhs as at March 31, 2024, primarily on account of increase in other current liabilities from Rs.171.09 lakhs as at March 31, 2023 to ?

396.40 lakhs as at March 31, 2024, increase in short term provisions from Rs.112.06 lakhs as at March 31, 2023 to Rs.241.05 lakhs as at March 31, 2024 which was offset by decrease in short term borrowing from Rs.308.86 lakhs as at March 31, 2023 to Rs.198.47 lakhs as at March 31, 2024 and decrease in trade payable from Rs.217.24 lakhs as at March 31, 2023 to Rs.55.63 lakhs as at March 31, 2024. Our total current liabilities increased from Rs.891.54 lakhs as at March 31, 2024 to Rs.3,196.84 lakhs as at March 31, 2025, primarily on account of increase in trade payable from Rs.55.63 lakhs as at March 31, 2024 to Rs.409.56 lakhs as at March 31, 2025, increase in other current liabilities from Rs.396.40 lakhs as at March 31, 2024 to Rs.746.28 lakhs as at March 31, 2025 and increase in short term provisions from Rs.241.05 lakhs as at March 31, 2024 to Rs.1,014.82 lakhs as at March 31, 2025, increase in short term borrowings from Rs.198.47 lakhs as at March 31, 2024 to Rs.1,026.18 lakhs as at March 31, 2025.

Our total non-current assets increased from Rs.772.36 lakhs as at March 31, 2023 to Rs.4,483.08 lakhs as at March 31, 2024, primarily due to a increase in property, plant, and equipment from Rs.7.16 lakhs as at March 31, 2023, to Rs.520.31 lakhs as at March 31, 2024, increase in long-term loans and advances from Rs.726.20 lakhs as at March 31, 2023, to Rs.2,051.08 lakhs as at March 31, 2024, increase in other non-current assets from Rs.39.00 lakhs as at March 31, 2023, to Rs.1,911.69 lakhs as at March 31, 2024. Our total non-current assets further increased from ?

4.483.08 lakhs as at March 31, 2024, to Rs.7,291.01 lakhs as at March 31, 2025, primarily due to introduction of intangible assets of Rs.0.70 lakhs as at March 31, 2025 and increase in long-term loans and advances from ?

2.051.08 lakhs as at March 31, 2024, to Rs.4,594.78 lakhs as at March 31, 2025.

Our total current assets increased from Rs.1,239.19 lakhs as at March 31, 2023, to Rs.3,232.30 lakhs as at March 31, 2024, primarily due to a increase in short term loans and advances from Rs.362.81 lakhs as at March 31, 2023, to Rs.1,047.09 lakhs as at March 31, 2024, an increase in trade receivables from Rs.597.21 lakhs as at March 31, 2023, to Rs.659.91 lakhs as at March 31, 2024, and an increase in cash and cash equivalents from Rs.253.47 lakhs as at March 31, 2023, to Rs.833.42 lakhs as at March 31, 2024 and increase in inventories of Rs.671.48 lakhs as at March 31, 2024 which was offset against decrease in other current assets from Rs.25.13 lakhs as at March 31, 2023 to ?

20.40 lakhs as at March 31, 2024.Our total current assets increased from Rs.3,232.30 lakhs as at March 31, 2024, to Rs.11,892.58 lakhs as at March 31, 2025, primarily due to increase in trade receivables from Rs.659.91 lakhs as at March 31, 2024, to Rs.2,087.39 lakhs as at March 31, 2025, an increase in inventories from Rs.671.48 lakhs as at March 31, 2024, to Rs.890.93 lakhs as at March 31, 2025, and an increase in other current assets from Rs.20.24 lakhs

as at March 31, 2024, to 1,402.18 lakhs as at March 31, 2025 and increase in short loans and advances from ?

1,047.09 lakhs as at March 31, 2024 to Rs.2,529.57 lakhs as at March 31, 2025.

CASH FLOWS

The following table sets forth our cash flows for the period indicated:

Particulars

Fiscal 2025 Fiscal 2024 Fiscal 2023

Net cash flow from/ (used in) operating activities

1.14 118.95 349.93

Net cash flow from/ (used in) investing activities

(2,760.19) (3,728.66) (247.50)

Net cash flow from/ (used in) financing activities

6,908.12 4,189.65 147.42

Net increase/(decrease) in cash and cash equivalents

4,149.08 579.95 249.85

Cash and cash equivalents at the beginning of the year

833.42 253.47 3.62

Cash and cash equivalents at the end of the year

4,982.50 833.42 253.47

Operating Activities Financial Year 2024-25

Our net cash generated from operating activities was Rs.1.14 lakhs for the financial year ended March 31, 2025. Our operating profit before changes in working capital changes was Rs.4,065.98 lakhs which was primarily adjusted against an increase in trade receivables by Rs.1,427.48 lakhs, inventories by Rs.219.45 lakhs, short term loans and advances by Rs.1,482.48 lakhs, other current assets by Rs.1,398.67 lakhs, trade payables by Rs.353.94 lakhs and other current liabilities by Rs.364.89 lakhs, respectively which was adjusted by ?255.57 lakhs income tax paid during the financial year ended March 31, 2025

Financial Year 2023-24

Our net cash generated from operating activities was Rs.118.95 lakhs for the financial year ended March 31, 2024. Our operating profit before changes in working capital changes was Rs.1,496.08 lakhs which was primarily adjusted against an increase in trade receivables by Rs.206.09 lakhs, inventories by Rs.671.48 lakhs, short term loans and advances by ?540.33 lakhs, other current liabilities by Rs.225.31 lakhs and decrease in other current assets Rs.4.73 lakhs, trade and other payables by Rs.161.61 lakhs respectively which was adjusted by Rs.27.66 lakhs income tax paid during the financial year ended 2023-24.

Financial Year 2022-23

Our net cash used in operating activities was Rs.349.93 lakhs for the financial year ended March 31, 2023. Our operating profit before changes in working capital changes was 488.85 lakhs, which was primarily adjusted against an increase, short term loans and advances by Rs.433.21 lakhs, trade and other payables by Rs.66.29 lakhs, other current liabilities by Rs.80.29 lakhs and decrease in other current assets by Rs.48.25 lakhs, decrease in in trade receivables by Rs.143.09 lakhs which was adjusted by Rs.43.62 lakhs income tax paid during financial year 202223

Investing Activities Financial Year 2024-25

Our net cash used in investing activities was Rs.(2,760.19) lakhs for the financial year ended March 31, 2025. It was on account of the increase in non-current assets and purchase of property, plant and equipment, increase in long term loans and advances and increase in other non- current assets amounting to Rs.56.46 lakhs, Rs.2,547.54 lakhs, Rs.241.31 lakhs respectively, and off-set against interest received amounting to Rs.85.13 lakhs.

Financial Year 2023-24

Our net cash used in investing activities was Rs.(3,728.66) lakhs for the financial year ended March 31, 2024. It was on account of the increase in purchase of Property, Plant & Equipment, increase in long term loans and

advances, increase in non-current assets amounting to Rs.540.45 lakhs, Rs.1,315.88 lakhs and Rs.1,872.69 lakhs, respectively and off-set against interest income of Rs.0.37 lakhs.

Financial Year 2022-23

Our net cash used in investing activities was Rs.(247.50) lakhs for the financial year ended March 31, 2023. It was on account of increase in long term loans and advances amounting to Rs.267.09 lakhs and a decrease in other noncurrent assets amounting to Rs.19.50 lakhs and off-set against interest income of Rs.0.08 lakhs.

Financing Activities

Financial Year 2024-25

Net cash used in financing activities for the financial year ended March 31, 2025 was Rs.6,908.12 lakhs which was adjusted against increase of against proceeds from issuance of share capital and in long term borrowings and in short term borrowings amounting to Rs.5,555.04 lakhs, Rs.797.51 lakhs and Rs.18,230.31 lakhs respectively which was off-set against interest paid, repayment in short term borrowings amounting and repayment in long term borrowings to Rs.184.00 lakhs ,Rs.17,402.60 lakhs and Rs.88.13 lakhs respectively.

Financial Year 2023-24

Net cash used in financing activities for the financial year ended March 31, 2024 was Rs.4,189.65 lakhs which was adjusted against increase on account of proceeds from issuance of equity shares, increase in long term borrowings , increase in short term borrowings amounting to Rs.4,346.77 lakhs, Rs.188.89 lakhs and Rs.790.90 lakhs respectively which was off-set by repayment of short borrowings , repayment of long term borrowings and interest paid amounting to Rs.901.85 lakhs , Rs.158.66 lakhs and Rs.76.40 lakhs respectively.

Financial Year 2022-23

Net cash generated from financing activities for the financial year ended March 31, 2023 was Rs.147.42 lakhs which adjusted against increase on account of proceeds of issuance of share capital, increase in short term borrowings , increase in long term borrowings amounting to Rs.375.00 lakhs, Rs.3,306.53 lakhs and Rs.614.51 lakhs respectively which was off-setted by decrease in long term borrowings, decrease in short term borrowings and interest paid amounting to Rs.859.70 lakhs, Rs.3,179.15 lakhs and Rs.109.77 lakhs respectively.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss related to adverse changes in market prices, including interest rates. In the normal course of business, we are exposed to certain market risks including foreign exchange risk, interest risk, liquidity risk and credit risk. Our Companys senior management oversees the management of these risks. Our Companys management is responsible for formulating an appropriate financial risk governance framework for our Company and for periodically reviewing the same. The senior management ensures that financial risks are identified, measured and managed in accordance with our Companys policies and risk objectives. Our Board reviews and agrees policies for managing each of these risks, which are summarized below:

Foreign Exchange Risk

Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Our Companys business is transacted in Indian currency and foreign currencies. Our Companys exposure to the risk of changes in foreign exchange rates relates primarily to our Companys operating activities. The finance department of our Company monitors the foreign exchange fluctuations on the continuous basis and advises the management of any material adverse effect on our Company.

Interest rate risk

Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. Our operations are funded to a certain extent by borrowings. Our current borrowing facilities carry interest at variable

rates as well as fixed rates. We mitigate risk by structuring our borrowings to achieve a reasonable, competitive cost of funding. There can be no assurance that we will be able to do so on commercially reasonable terms, that our counterparties will perform their obligations, or that these agreements, if entered into, will protect us adequately against interest rate risks.

Liquidity risk

Adequate and timely cash availability for our operations is the liquidity risk associated with our operations. Our Companys objective is to all time maintain optimum levels of liquidity to meet its cash and collateral requirements. We employ prudent liquidity risk management practices which inter-alia means maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities.

Credit Risk

We are exposed to the risk that our counterparties may not comply with their obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities, primarily from trade receivables. We consider our customers to be creditworthy counterparties, which limits the credit risk, however, there can be no assurance that our counterparties may not default on their obligations, which may adversely affect our business and financial condition.

MATERIAL FRAUDS

There are no material frauds committed against our Company in the last three financials year.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described elsewhere in this Red Herring Prospectus, there have been no events or transactions to our knowledge which may be described as "unusual" or "infrequent".

SIGNIFICANT ECONOMIC/REGULATORY CHANGES

Government policies governing the sector in which we operate as well as the overall growth of the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

There is no significant economic changes that materially affected our Companys operations or are likely to affect income except as mentioned in the section titled "Risk Factors" on page 30 of this Red Herring Prospectus.

KNOWN TRENDS OR UNCERTAINTIES THAT HAVE HAD OR ARE EXPECTED TO HAVE A MATERIAL ADVERSE IMPACT ON SALES, REVENUE OR INCOME FROM CONTINUING OPERATIONS

Other than as described in this chapter and the section titled "Risk Factors" on page 30 and elsewhere in this Red Herring Prospectus, to our knowledge there are no known trends or uncertainties that have or are expected to have a material adverse impact on our income from continuing operations.

FUTURE CHANGES IN THE RELATIONSHIP BETWEEN COSTS AND REVENUES

Other than as described in this chapter and the section titled "RiskFactors" on pages 30 and elsewhere in this Red Herring Prospectus, there are no known factors to our knowledge which would have a material adverse impact on the relationship between costs and income of our Company. Our Companys future costs and revenues will be determined by demand/supply situation, government policies and other economic factors.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as disclosed in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new products/ services or business segment.

COMPETITIVE CONDITIONS

We expect competition in our business from existing and potential competitors to intensify. We face competition from both organised and unorganised players in the market. We believe our expertise and quality service offerings with distinguished experience will be key to overcome competition posed by such players. We believe that the principal factors affecting competition in our business include client relationships, reputation, and the quality and pricing of our services. For further details, please see "Our Business - Competition " on pageon page 164 of this Red Herring Prospectus.

SEASONALITY OF BUSINESS

Except as mentioned in this chapter, our business is not subject to seasonal variations.

SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW SUPPLIERS OR CUSTOMERS

For the fiscal 2025, fiscal 2024 and fiscal 2023, our top five customers accounted for 90.54%, 93.80% and 90.47%, respectively, and our largest customer accounted for 40.55%, 45.15% and 46.16% of our revenue from operations, respectively.

For the fiscal 2025, fiscal 2024 and fiscal 2023, our top five supplier accounted for 86.39%, 91.83%, and 97.61%, respectively, and our largest supplier accounted for 38.39%, 43.86% and 51.78% of our direct operating expenses and entry into service cost, respectively.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. For further information relating to our related party transactions see "Restated Financial Information- Annexure 32 - Statement Of Related Parties Transaction As Restated on page 218 of this Red Herring Prospectus.

MATERIAL DEVELOPMENTS SUBSEQUENT TO MARCH 31, 2025

Except as disclosed below and elsewhere in Draft Red Herring Prospectus, no circumstances have arisen since March 31, 2025, being the date of the last financial statements as disclosed in this Red Herring Prospectus which materially or adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months:

1. M/s. A. John Moris & Co. Chartered Accountants was re-appointed as the statutory auditors of the Company on July 21, 2025 for a period of three (3) years from the conclusion of 5th Annual General Meeting up to the conclusion of 8th Annual General Meeting.

2. Kannan Ramakrishnan was re-appointed as director of the Company in 5th Annual General Meeting held on July 21, 2025

3. The company received a demand of ?54.43 lakhs on April 19, 2025 and ?100.49 lakhs on July 11, 2025 under GST.

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