OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Information, which is included in this Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations are based on our Restated Consolidated Financial Information, including the related notes and reports, which are prepared under Ind AS, in accordance with requirements of the Companies Act, and restated in accordance with the SEBI ICDR Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries, and our assessment of the factors that may affect our prospects and performance in future periods. Accordingly, the degree to which our Restated Consolidated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the reader?s level of familiarity with Ind AS.
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" on pages 21 and 20, respectively.
Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our Restated Consolidated Financial Information as of and for the Fiscals 2026, 2025 and 2024, included in this Red Herring Prospectus. For further information, see "Financial Information" beginning on page 273. Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the twelve months ended March 31 of that year.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled "Independent Market Research on Asset Pooling as a Service Focus on Pallets, Containers & Material Handling" dated July, 2026 (the "F&S Report"), which is exclusively prepared for the purpose of the Offer and released by Frost & Sullivan (India) Private Limited and is exclusively commissioned for an agreed fee and paid for by us in connection with the Offer, pursuant to an engagement letter dated April 23, 2025. A copy of the F&S Report is available on the website of our Company at https://leapindia.net/investorcorner.html and has also been included in "Material Contracts and Documents for Inspection Material Documents" on page 457. The data included herein includes excerpts from the F&S Report and may have been reordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For more information, see Risk Factors Certain sections of this Red Herring Prospectus disclose information from the F&S Report which has been prepared exclusively for the Offer and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the
Offer is subject to inherent risks". Certain sections of this Red Herring Prospectus disclose information from the F&S Report which has been prepared exclusively for the Offer and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
Overview
Utilizing our ‘share and reuse? business model, referred to as pooling, we are the largest on-demand asset pooling provider in India?s supply chain management sector (based on the number of pooled Assets), according to the F&S Report. As of March
31, 2026, we have 14.70 million Assets3 and we maintain a pan-India network of 10,100 customer touchpoints4. This circular business model supports our customers while reducing environmental impact and enhancing the time and cost efficiency and safety of supply chains for our customers across India.
Set out below are details of our Assets:
| Pallets | Pallets are flat carrier structures, that support goods in a stable manner while being handled by forklifts, pallet jacks, or conveyors, which are involved in continuous production, vertical storage and in the movement of cargo, to make supply chains more efficient. |
| Containers | Containers are used to store and transport a variety of goods. Containers help reduce product damage, preserve the aesthetic quality of products, and decrease the use of corrugated boxes, which contribute to greater sustainability. |
| MHE | MHEs are complementary to pallets and include equipment used in warehouses such as hand pallet trucks, battery operated pallet trucks, forklifts, reach trucks and other equipment used in managing a warehouse. We offer MHEs ranging from lithium-ion forklifts, reach trucks and stackers. |
Our service offerings encompass technology-enabled supply chain solutions that suit customer requirements across industries. Our solutions help customers to connect different stages of their own value chain, from the point of manufacturing to distribution of goods all the way to the point of sale (retail).
According to the F&S Report, pallets are a critical element of modern supply chains, enabling companies to operate more efficiently, reduce costs, and deliver products reliably and safely. Further, pallet pooling is a system where companies use pallets from a shared pool instead of purchasing their own pallets; this system is gaining traction as a cost-effective and efficient method to integrate palletization into supply. Under this model, the ownership and management of pallets is outsourced to third-party providers, effectively treating pallets as a service. This reduces the burden of procurement, maintenance, tracking, warehousing space requirements, manpower, and time, while ensuring consistent quality and availability across operations, according to the F&S Report.
Through our large asset base and pan-India network, we are able to serve a diverse customer base spanning sectors such as FMCG, F&B, 3PL, e-commerce and quick commerce, automotive, industrials and others. Set out below are details of certain of our key customers:
As of March 31, 2026, we had more than 1,000 customers. The nature of our solutions and integration of these solutions into our customers? operations drives their dependence on us, loyalty and retention for us, with a majority of our top 10 customers (in terms of revenue contribution in Fiscal 2026) having been with us for more than five years. Also see "Our Business Description of our Business Our Customers" on page 225 for further details.
According to the F&S Report:
- Adoption of Palletization and pallet pooling: In developed economies like North America and European Union, pallet usage approaches near-universal levels, supported by advanced logistics infrastructure and widespread automation. These markets benefit from established pallet pooling systems and standardized supply chain practices that maximize efficiency. The level of palletization was 89% in North America, 91% in the EU, 94% in Australia and New Zealand, and 60% in China in CY2025. This high adoption rate is a key factor behind the relatively low logistics costs observed in these regions. The reduction of TAT and supply chain costs are the ultimate aim of any supply chain model working in any country and palletization helps to achieve this. In CY2025, North America has a pallet pooling market of 1,114 million units, representing 55% penetration of its total pallet circulation. The EU follows with 1,530 million pooled units (45% penetration), supported by standardized Euro pallets and harmonized cross-border transport. In contrast, developing regions display varied adoption patterns.
- Market Structure and Key Players: The pallet pooling market globally is highly consolidated in developed countries, with only a few dominant players. This limited competition often results in standardized practices, high-quality service, and the ability to invest in research and development for further automation and efficiency improvements. Globally, this industry is typically characterized as a monopoly or duopoly within individual countries.
- India?s Nascent Market for Palletization with Strong Headroom for Growth: India?s pallet industry is relatively young, gaining momentum and structure over the past 15 years. India?s logistics sector is characterized by low productivity, largely due to fragmented supply chains, manual handling and inefficient transportation systems, leading to high costs. These challenges are prompting companies in India to seek modern solutions, with supply chain automation becoming increasingly attractive and palletization emerging as a strong element in this transformation.
For further details, see "Industry Overview" and "Our Business Industry with multi-decadal and rapid growth story " on pages 143 and 212, respectively.
We consolidated our position in the asset pooling industry by acquiring CHEP India in January 2025. According to the F&S Report, CHEP India was a leading provider of pallet and container pooling services, backed by a long track record, best practices, and strong customer relationships and was also recognized as the market leader in asset pooling in the container segment in Fiscal 2024. With the addition of CHEP India?s established asset pooling network with our own, we have expanded our network reach across various industries, enhanced our ability to serve a broader customer base and increased our product portfolio, in particular in relation to our container business. Also see "Our Business Largest on-demand supply chain asset pooling company, in an industry with high barriers to entry" on page 213.
Product quality is core to our value proposition. We use FSC SPF. Further, we run repair and maintenance programs and follow quality standards in an effort to extend asset lifespan and establish our commitment to environmental responsibility. We also provide internal quality certifications for pallets which are deployed to our customers.
We leverage technology to deliver our solutions to our customers. Our in-house developed MyLEAP platform provides customers with an interface which highlights order information for tracking and management, details of recent orders, options for swapping damaged Assets, reports, as well as offering options for help and support. We have integrated SAP S/4HANA and Salesforce Management into our systems, enabling electronic data interchange with customers. For tracking capabilities, we utilize passive RFID technology, allowing for monitoring of containers throughout the supply chain. For our MHEs, we have implemented IoT or passive RFID solutions in forklifts, enabling tracking of forklift movements at customer locations which helps with better navigation of equipment and enhanced safety. Additionally, we have developed a suite of in-house mobile and web applications, including the RFID App, Asset Audit App, Transport Management System and POD App, each designed to address requirements such as asset verification, inventory management, and proof of delivery. Our operations are ISO 27001 certified, reflecting our efforts in safeguarding customer data and maintaining quality security protocols. For further details, see
" Our Business Technology" on page 226.
Our Promoter, Mr. Sunu Mathew, is also the Chairman, Managing Director and Chief Executive Officer of our Company, and has over 26 years of work experience. He has previously been associated with CHEP India Private Limited and L?Oreal India Private Limited. Our management team has expertise across fields such as technology, asset management, finance, procurement and supply chain operations. Further, our growth and strategic direction are supported by established investors, such as our Corporate Promoter which is affiliated with funds, vehicles and/or entities managed and/or advised by KKR.
Significant Factors Affecting our Financial Condition and Results of Operations
Ability to retain and attract customers
Our financial condition and results of operations are closely tied to our ability to sustain and strengthen relationships with our customers. A significant portion of our revenue is generated from a select group of large customers, and the loss of any such customer, or a reduction in the volume or scope of services provided to them, could adversely impact our revenue. While our contracts with customers are generally multi-year and recurring in nature, they often include provisions that allow customers to terminate the agreement with notice. The renewal and continuation of these contracts are contingent upon our ability to consistently deliver high levels of service quality, reliability, and competitive pricing that meet customer expectations. In Fiscal 2026, we had more than 1,000 customers, growing from more than 900 customers in Fiscal 2025.
In addition to retaining our existing customer base, our growth strategy is focused on expanding the range of services we provide to these customers. This includes cross-selling complementary products and services, such as MHE and containers, as well as offering integrated, technology-driven solutions that address the evolving needs of their supply chains. Our ability to identify and leverage opportunities to deepen our engagement with existing customers will be a critical factor in driving future revenue growth.
Furthermore, the long-term expansion of our business depends on our capacity to attract new customers across a broad spectrum of industries. Achieving this requires continued investment in sales and marketing initiatives, as well as effectively communicating the advantages of our pooling model (including cost efficiency, sustainability, and operational flexibility), to prospective customers who may currently utilize owned Assets or alternative supply chain solutions. Our success in broadening our customer base and increasing market penetration will be essential to sustaining our growth trajectory.
Our ability to manage the pooled Assets
Our business model is dependent on the effective management of our pool of reusable Assets, including pallets, containers, and MHE. The ability to maintain, track, and optimize these Assets throughout their lifecycle is critical to our operational efficiency, cost structure, and customer satisfaction.
The quality and reliability of our pooled Assets are central to our value proposition. Customers expect high standards of service reliability and uniformity, which requires us to consistently deliver Assets that meet stringent quality benchmarks. We have established comprehensive quality protocols, including the use of sustainably sourced timber, rigorous testing, and certification processes (such as the LEAP Pallet Quality Standard and Indian Institute of Packaging certification). Our maintenance and repair programs are designed to extend asset lifespans and ensure that Assets remain fit for repeated use in demanding supply chain environments. Failure to uphold these standards could result in negative customer perceptions, reduced repeat business, and reputational harm.
Asset loss or leakage is an inherent risk in the pooling model, as Assets circulate through complex supply chains and may pass through third-party distribution points outside our direct control. If the rate of asset loss exceeds commercially acceptable thresholds, we may incur significant write-offs and additional costs to replace lost Assets, which could adversely affect our financial performance and undermine our business model. We have implemented robust asset control and recovery processes, including the use of RFID and IoT tracking technologies, regular physical audits, and customer accountability measures. Despite these controls, any increase in asset loss rates or inability to recover Assets efficiently could negatively impact profitability and customer trust.
The ongoing maintenance of pooled Assets is a significant operational expense. We are responsible for inspecting, cleaning, and repairing Assets to ensure they meet our quality standards before being redeployed. Increases in the frequency or severity of repairs, higher rates of asset damage, or rising costs of labour and materials (such as timber) can drive up maintenance expenses. If maintenance costs escalate without corresponding improvements in operational efficiency or cost recovery, our margins and cash flows may be adversely affected. We continuously monitor asset conditions, optimize repair processes, and seek operational efficiencies to manage these risks. Also see "- Operating Costs" on page 355.
Customer satisfaction is directly influenced by our ability to provide high-quality, reliable, and readily available Assets. Effective asset management ensures that customers receive Assets that are safe, clean, and suitable for their operational needs, which is essential for maintaining long-term relationships and securing contract renewals. Conversely, poor asset quality, frequent asset shortages, or delays in asset delivery and retrieval can lead to customer dissatisfaction, penalties, or even contract terminations. Any material shortcomings in these areas could have a significant adverse impact on our business, revenues, reputation, and growth prospects.
Operating Costs
Our operating costs represent a significant component of our overall expenses and have a direct impact on our profitability, cash flows, and financial condition. The principal elements of our operating costs include employee benefits, contract labour, repairs and maintenance and depreciation, amortization and impairment expenses. Set out below are details of our costs incurred in our operations for the years indicated.
| Particulars | Fiscal | |||||
| 2026 | 2025 | 2024 | ||||
| (Rs. million) | % of total revenue from operations | (Rs. million) | % of total revenue from operations | (Rs. million) | % of total revenue from operations | |
| Employee Benefits Expenses | 1,283.46 | 17.59% | 896.05 | 19.21% | 624.07 | 17.10% |
| Contract Labour expenses | 278.90 | 3.82% | 155.17 | 3.33% | 115.86 | 3.17% |
| Repairs and maintenance | 398.29 | 5.46% | 267.11 | 5.73% | 295.02 | 8.08% |
| Depreciation, amortization and impairment expenses | 2,043.30 | 28.01% | 1,537.29 | 32.96% | 1,126.09 | 30.85% |
Our increasing employee benefits costs reflect growth of our business, as well as our continued investment in talent to support operational excellence and customer service. In addition, contract labour costs, are a function of the scale of our asset base, the number of fulfillment centers, and the breadth of our customer touchpoints. As our business grows, we expect these costs will increase.
Repairs and maintenance expenses are incurred to ensure the quality, safety, and longevity of our pooled Assets. These costs are influenced by the size and utilization of our asset pool, the frequency of asset movement, and the need to maintain high service standards for our customers. The year-on-year movement in these costs reflects both the expansion of our asset base and our ongoing efforts to optimize maintenance processes and asset utilization.
Depreciation, amortization, and impairment expenses are primarily related to our investments in property, plant and equipment, right-of-use assets, and intangible assets. The consistent increase in this is attributable to the growth in our asset base, as well as ongoing capital expenditures to support business growth and service quality.
We expect operating costs to continue to rise in line with business growth, network expansion, and ongoing investments in technology and talent. We aim to continue to monitor key cost drivers, optimize our asset management and maintenance processes, and pursue opportunities for cost efficiencies across our operations. Our ability to manage and optimize operating costs will remain a key determinant of our profitability and long-term financial health.
Competition
The industry in which we operate is characterized by evolving market dynamics and the potential for increased competition in India. Our ability to maintain and grow our market share is influenced by several factors, including the scale of our operations, technological capabilities, customer relationships, and the capital-intensive nature of the business.
At present, we face limited direct competition in the Indian pallet pooling and supply chain asset management sector. According to industry reports, the market for palletization and asset pooling in developed countries is highly consolidated, often dominated by one or two major players who leverage their scale, established networks, and technological expertise to maintain a competitive edge. In India, the adoption of palletization and pooling is still at a nascent stage, presenting significant headroom for growth and positioning us as a market leader based on the number of pooled Assets and the breadth of our customer touchpoints.
The industry remains susceptible to the entry of new competitors, including large domestic or international firms with substantial financial resources or the ability to invest aggressively in technology, marketing, and infrastructure. New entrants may seek to compete on price, innovation, or service quality, and could target specific industry verticals or geographic regions. Additionally, technological advancements or the introduction of alternative pallet or container solutions could disrupt the market and erode our competitive advantage if we do not continue to innovate and adapt.
Macroeconomic environment
Our growth, operational results, and financial condition are closely tied to end-consumer demand for the products manufactured, sold, or services provided by our customers. This demand is, in turn, influenced by a range of macroeconomic factors impacting both the Indian and global economies. Key drivers include per capita disposable income, consumer spending patterns, shifts in consumer preferences, levels of business investment, overall logistics expenditures, fluctuations in interest rates, fuel and energy costs, government policies and taxation, as well as instances of social or civil unrest and broader political, economic, or other developments that impact consumption and business activity.
As a result, our performance may be adversely impacted during periods of economic downturn or whenever one or more of these macroeconomic factors, actual or potential, diminish consumer and business confidence, reduce consumption, or negatively affect the business performance of our customers.
Principal Components of our Statement of Profit and Loss
The following description sets forth information on the key components of our Statement of Profit and Loss for the Fiscal 2026, Fiscal 2025 and Fiscal 2024 included in the Restated Consolidated Financial Information.
Income
Revenue from operations. Revenue from operations comprises sale of products, sale of services and other operating revenue.
Sale of products comprises sale of traded goods such as pallets, lumber, forklifts and others (which primarily include utility boxes, crates, battery operated pallet trucks and hand operated pallet trucks).
Sale of services rental income and other incidental services pertain to revenues from pooling of pallets, FLCs, crates, utility boxes, belts and wedges, MHEs and administrative services comprises of pallet management services. Other operating revenue primarily comprises sale of scrap and the excess provision written back in relation to reversal of excess provision pertaining to consumables, stores and spares.
Other income. Other income comprises (A) interest income on (i) bank deposits, (ii) financial assets measured at amortised cost, (iii) income tax refund; and (iv) on sales tax refund; (B) net gain due to change in fair value of current investments; (C) dividend income on non-current investments; (D) gain on termination of lease; (E) gain on sale of property, plant and equipment (net); (F) Gain on sale of investment, debenture and bonds; (G) foreign exchange gain; (H) insurance claim received; and (I) miscellaneous income.
Expense
Purchase of stock-in-trade. Purchase of stock-in-trade represents the cost for purchase of pallets and forklift.
Changes in inventories of stock-in-trade. Changes in inventories of stock-in-trade refers to the difference in the value of our inventory of stock-in-trade goods at the beginning and end of the Fiscal Year.
Employee benefits expense. Employee benefits expense comprises salaries, wages and bonus, share based payment, contribution to provident fund and staff welfare expenses.
Finance cost. Finance costs primarily comprises (A) interest expense on (i) debentures, (ii) term loans, (iii) cash credit, (iv) lease liabilities, (v) others and (vi) loss on extinguishment of compulsorily convertible debentures (B) other borrowing costs and (C) bank charges.
Depreciation, amortisation and impairment expense. Depreciation, amortisation and impairment expenses primarily comprises depreciation of property, plant and equipment, amortization of intangible assets, depreciation on right of use assets, and impairment of property, plant and equipment.
Other expenses. Other expenses primarily include expenses in relation to repairs and maintenance, contract labour, insurance, software, marketing, packing, freight and transport (net of recoveries), legal and professional fees, miscellaneous expenses, among others.
Results of Operations
The following table sets forth selected financial data from our restated statement of profit and loss for the Fiscals 2026, 2025 and 2024, the components of which are expressed as a percentage of total income for such years.
| Fiscal | ||||||
| 2026 | 2025 | 2024 | ||||
| (Rs. million) | % of total income Income | (Rs. million) | % of total income | (Rs. million) | % of total income | |
| Revenue from operations | 7,295.33 | 97.62% | 4,664.72 | 96.17% | 3,649.71 | 98.13% |
| Other income | 178.22 | 2.38% | 185.59 | 3.83% | 69.73 | 1.87% |
| Total income | 7,473.55 | 100.00% | 4,850.31 | 100.00% | 3,719.44 | 100.00% |
| Expenses | ||||||
| Purchase of stock-in-trade | 324.97 | 4.35% | 117.86 | 2.43% | 96.36 | 2.59% |
| Changes in inventories of stock-in-trade | (27.34) | (0.37)% | (2.44) | (0.05)% | 4.12 | 0.11% |
| Employee benefits expense | 1,283.46 | 17.17% | 896.05 | 18.47% | 624.07 | 16.78% |
| Finance cost | 936.47 | 12.53% | 680.11 | 14.02% | 506.02 | 13.60% |
| Depreciation, amortisation and impairment expenses | 2,043.30 | 27.34% | 1,537.29 | 31.69% | 1,126.09 | 30.28% |
| Other expenses | 2,104.17 | 28.16% | 1,100.87 | 22.70% | 895.71 | 24.08% |
| Total expenses | 6,665.03 | 89.18% | 4,329.74 | 89.27% | 3,252.37 | 87.44% |
| Profit before tax | 808.52 | 10.82% | 520.57 | 10.73% | 467.07 | 12.56% |
| Tax expenses | ||||||
| Current tax | (5.46) | (0.07)% | 9.39 | 0.19% | 0.19 | 0.01% |
| Deferred tax | 190.57 | 2.55% | 135.60 | 2.80% | 95.14 | 2.56% |
| Total tax expense | 185.11 | 2.48% | 144.99 | 2.99% | 95.33 | 2.56% |
| Net profit for the year | 623.41 | 8.34% | 375.58 | 7.74% | 371.74 | 9.99% |
Set out below are details of the revenue contribution by TARON, as per the Restated Consolidated Financial Information:
| Particulars | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 | |||
| Amount (Rs. million) | % of total revenue from operations | Amount (Rs. million) | % of total revenue from operations | Amount (Rs. million) | % of total revenue from operations | |
| Revenue from operations | 1,152.60 | 15.80% | 885.69 | 18.99% | 673.89 | 18.46% |
Note: Not inclusive of transactions eliminated upon consolidation in the Restated Consolidated Financial Information
Fiscal 2026 compared to Fiscal 2025
Total Income. Our total income increased by 54.08% from 4,850.31 million in Fiscal 2025 to 7,473.55 million in Fiscal 2026 primarily driven by an increase in our revenue from operations, due to the reasons discussed below.
Revenue from operations. Our revenue from operations increased by 56.39% from 4,664.72 million in Fiscal 2025 to 7,295.33 million in Fiscal 2026, primarily due to an increase in (i) sale of products by 195.53% from 119.05 million in Fiscal 2025 to 351.83 million in Fiscal 2026; (ii) sale of services by 52.62% from 4,465.51 million in Fiscal 2025 to 6,815.42 million in Fiscal 2026; and (iii) other operating revenues by 59.78% from 80.16 million in Fiscal 2025 to 128.08 million in Fiscal 2026.
A. Sale of Products: The increase in revenues from sale of products were primarily driven by revenue from sale of pallets and containers:
(i) Pallets, which increased by 112.54% from 108.52 million in Fiscal 2025 to 230.65 million in Fiscal 2026 due to an increase in customer demand.
(ii) Others (including containers, material handling equipments and inserts), which increased by 1,050.80% from 10.53 million in Fiscal 2025 to 121.18 million in Fiscal 2026 on account of an increase in customer demand, including as a result of the acquisition of CHEP India.
B. Sale of Services: The increase in revenues from sale of services were primarily driven by increases in rental income from:
(i) Pallets which increased by 40.50% from 2,968.55 million in Fiscal 2025 to 4,170.84 million in Fiscal 2026, on account of an increase in the volume of pallet pooling services provided to customers as well as an increase in the price of our pallet pooling services, including as a result of the acquisition of CHEP India.
(ii) Containers (including FLCs, crates and utility boxes) which increased by 151.39% from 611.59 million in Fiscal 2025 to 1,537.52 million in Fiscal 2026, primarily driven by an increase in volumes on account of expansion of container pooling services and an increase in customer demand, including as a result of the acquisition of CHEP India;
(iii) MHEs which increased by 25.04% from 885.37 million in Fiscal 2025 to 1,107.06 million in Fiscal 2026, on account of higher deployment of MHEs driven by an increase in customer demand.
C. Other Operating Revenue: The increase in other operating revenues were primarily driven by an increase in revenue from (i) sale of scrap by 22.26% from 70.03 million in Fiscal 2025 to 85.62 million in Fiscal 2026; and (ii) excess provision written back by 319.15% from 10.13 million in Fiscal 2025 to 42.46 million in Fiscal 2026 due to reversal of excess provision pertaining to consumables, stores and spares.
Other income. Other income decreased by 3.97% from 185.59 million in Fiscal 2025 to 178.22 million in Fiscal 2026, primarily driven by:
(i) a decrease in insurance claims by 42.94% from 12.46 million in Fiscal 2025 to 7.11 million in Fiscal 2026 primarily on account of a timing differences between the time of filing the claims and the settlement;
(ii) a decrease in interest income on bank deposits by 84.88% from 17.00 million in Fiscal 2025 to 2.57 million in Fiscal 2026 due to a reduction in bank deposits; and
(iii) a decrease in gain on sale of property, plant and equipment (net) by 60.64% from 64.22 million in Fiscal 2025 to 25.28 million in Fiscal 2026 primarily due to non-recovery of Assets from customers on account of compensated damages consistent with the growth of our business and larger volume of Assets provided on a pooling basis.
Total Expenses. Total expenses increased by 53.94% from 4,329.74 million in Fiscal 2025 to 6,665.03 million in Fiscal 2026 primarily due to the reasons discussed below.
Purchase of stock-in-trade. Purchase of stock-in-trade increased by 175.73% from 117.86 million in Fiscal 2025 to 324.97 million in Fiscal 2026, due to increase in expenses on pallets by 98.65% from 117.86 million in Fiscal 2025 to 234.13 million in Fiscal 2026 due to an increase in expenses due to the increase in customer demand, including as a result of the acquisition of CHEP India, as well as the purchases of containers (i.e., 39.40 million), material handling equipment (i.e., 42.01 million) and others (i.e., 9.43 million) in Fiscal 2026.
Employee benefit expense. Employee benefit expense increased by 43.24% from 896.05 million in Fiscal 2025 to 1,283.46 million in Fiscal 2026, primarily due to increases in:
(i) salaries, wages and bonus by 38.06% from 821.98 million in Fiscal 2025 to 1,134.84 million in Fiscal 2026 primarily due to an increase in headcount to support business growth and expansion of operations.
(ii) contribution to provident fund by 24.00% from 47.70 million in Fiscal 2025 to 59.15 million in Fiscal 2026 due to an increase in headcount; and
(iii) staff welfare by 164.05% from 9.04 million in Fiscal 2025 to 23.87 million in Fiscal 2026.
Finance cost. Finance cost increased by 37.69% from 680.11 million in Fiscal 2025 to 936.47 million in Fiscal 2026, primarily due to an increase in interest expense on non-current debentures by 319.53% from 50.32 million in Fiscal 2025 to 211.11 million in Fiscal 2026 due to issuance of non-convertible debentures during the year, an increase in interest expense on term loans by 11.77% from 532.14 million in Fiscal 2025 to 594.78 million in Fiscal 2026 due to an increase in borrowings to support business growth, and an increase in lease liabilities by 17.74% from 86.23 million in Fiscal 2025 to 101.53 million in Fiscal 2026 due to modifications in the lease terms for certain fulfilment centres location.
Depreciation, amortisation and impairment expense. Depreciation and amortisation expense increased by 32.92% from 1,537.29 million in Fiscal 2025 to 2,043.30 million in Fiscal 2026 primarily due to an increase in:
(i) depreciation on property, plant and equipment by 23.43% from 810.24 million in Fiscal 2025 to 1,000.05 million in Fiscal 2026 on account of Asset additions to support growth;
(ii) amortisation on intangible assets by 268.76% from 49.32 million in Fiscal 2025 to 181.87 million in Fiscal 2026 due to amortisation of customer relationship intangible arising out of the CHEP India acquisition;
(iii) depreciation on right-of-use assets by 43.40% from 393.42 million in Fiscal 2025 to 564.17 million in Fiscal 2026 on account of modifications in the lease terms for certain fulfilment centres location; and
(iv) impairment of property, plant and equipment by 4.54% from 284.31 million in Fiscal 2025 to 297.21 million in Fiscal 2026 on account of writes off of redundant assets.
Other expenses. Other expenses increased by 91.14% from 1,100.87 million in Fiscal 2025 to 2,104.17 million in Fiscal 2026, primarily due to the following:
(i) increase in expenses on contract labour by 79.74% from 155.17 million in Fiscal 2025 to 278.90 million in Fiscal 2026, due to an increase in the scale of operations;
(ii) increase in expenses on rent by 115.57% from 18.82 million in Fiscal 2025 to 40.57 million in Fiscal 2026, due to additional space taken on short lease as a result of short-term rentals to house MHE operator and additional short-term offices;
(iii) increase in expenses on insurance by 62.12% from 21.49 million in Fiscal 2025 to 34.84 million in Fiscal 2026, due to an increase in sum insured coverage on account of the growth in our asset base;
(iv) increase in expenses on software by 282.10% from 26.14 million in Fiscal 2025 to 99.88 million in Fiscal 2026, due to an increase in our scale of operations and technology investments related to S4 HANA and one-time technical support from an external party for the integration of CHEP into our Company;
(v) increase in expenses on packaging, freight, and transport, by 100.38% from 385.51 million in Fiscal 2025 to 772.48 million in Fiscal 2026, due to an increase in business volumes;
(vi) increase in expenses on legal and professional fees by 50.98% from 96.53 million in Fiscal 2025 to 145.74 million in Fiscal 2026, mainly due to expenses incurred in connection with the proposed IPO and other corporate matters.
(vii) increase in expenses on repairs and maintenance by 49.11% from 267.11 million in Fiscal 2025 to 398.29 million in Fiscal 2026, due to an increase in our Asset base and higher volume of Assets requiring maintenance; and
(viii) an increase in expenses on marketing by 220.69% from 21.85 million in Fiscal 2025 to 70.07 million in Fiscal 2026, due to increased investment in brand building and customer engagement initiatives.
Profit before tax. For the various reasons discussed above, profit before tax increased by 55.31% from 520.57 million in Fiscal 2025 to 808.52 million in Fiscal 2026.
Tax expense. Current tax decreased from 9.39 million in Fiscal 2025 to a credit of (5.46) million in Fiscal 2026, due to excess provision of earlier years. Deferred tax increased by 40.54% from 135.60 million in Fiscal 2025 to 190.57 million in Fiscal 2026.
Profit after tax. For the various reasons discussed above, profit after tax increased by 65.99% from 375.58 million in Fiscal 2025 to 623.41 million in Fiscal 2026.
Fiscal 2025 compared to Fiscal 2024
Total Income. Our total income increased by 30.40% from 3,719.44 million in Fiscal 2024 to 4,850.31 million in Fiscal 2025 primarily driven by an increase in our revenue from operations, due to the reasons discussed below.
Revenue from operations. Our revenue from operations increased by 27.81% from 3,649.71 million in Fiscal 2024 to 4,664.72 million in Fiscal 2025, primarily due to an increase in (i) sale of products by 9.29% from 108.93 million in Fiscal 2024 to 119.05 million in Fiscal 2025; (ii) sale of services by 27.90% from 3,491.43 million in Fiscal 2024 to 4,465.51 million in Fiscal 2025; and (iii) other operating revenues by 62.43% from 49.35 million in Fiscal 2024 to 80.16 million in Fiscal 2025.
A. Sale of Products: The increase in revenues from sale of products were primarily driven by revenue from sale of pallets and inserts:
(i) Pallets, which increased by 40.28% from 77.36 million in Fiscal 2024 to 108.52 million in Fiscal 2025 due to an increase customer demand.
(ii) Others, which increased by 3,190.63% from 0.32 million in Fiscal 2024 to 10.53 million in Fiscal 2025 due to an increase in volume of inserts sold.
B. Sale of Services: The increase in revenues from sale of services were primarily driven by increases in rental income from:
(i) Pallets which increased by 18.51% from 2,504.87 million in Fiscal 2024 to 2,968.55 million in Fiscal 2025, on account of increase in volume of pallet pooling services to customers as well as an increase in the price of our pallet pooling services.
(ii) Containers which increased by 76.53% from 346.45 million in Fiscal 2024 to 611.59 million in Fiscal 2025, primarily driven by an increase in customer demand on account of new business pursuant to the CHEP Acquisition; and
(iii) MHEs which increased by 38.32% from 640.11 million in Fiscal 2024 to 885.37 million in Fiscal 2025, on account of higher deployment of MHEs driven by an increase in customer demand
C. Other Operating Revenue: The increase in other operating revenues were primarily driven by an increase in revenue from (i) sale of scrap by 41.90% from 49.35 million in Fiscal 2024 to 70.03 million in Fiscal 2025; and (ii) excess provision written back by 100.00% from Nil in Fiscal 2024 to 10.13 million in Fiscal 2025 due to a reversal of excess provision on account of the CHEP India acquisition.
Other income. Other income increased by 166.16% from 69.73 million in Fiscal 2024 to 185.59 million in Fiscal 2025, primarily driven by an increase:
(i) in insurance claim increased by 100.00% from Nil in Fiscal 2024 to 12.46 million in Fiscal 2025 on account of insurance claim settled in relation to the damage of property, plant and equipment due to floods at one of our customer premises as well as a fire at another customer premises during the year;
(ii) interest income on bank deposits by 66.67% from 10.20 million in Fiscal 2024 to 17.00 million in Fiscal 2025 due to an increase in bank deposits and treasury operations;
(iii) net gain due to change in fair value of current investments by 155.11% from 18.38 million in Fiscal 2024 to 46.89 million in Fiscal 2025 due to increase in value of investments and better yield;
(iv) gain on termination of lease by 138.22% from 14.86 million in Fiscal 2024 to 35.4 0 million in Fiscal 2025 due to early termination of lease; and
(v) gain on sale of property, plant and equipment (net) by 239.61% from 18.91 million in Fiscal 2024 to 64.22 million in Fiscal 2025 due to recovery from customers on account of compensated damages consistent with the growth of our business and larger volume of Assets provided on a pooling basis; and
Total Expenses. Total expenses marginally increased by 33.13% from 3,252.37 million in Fiscal 2024 to 4,329.74 million in Fiscal 2025 primarily due to the reasons discussed below.
Purchase of stock-in-trade. Purchase of stock-in-trade increased by 22.31% from 96.36 million in Fiscal 2024 to 117.86 million in Fiscal 2025, due to increase in expenses on pallets by 69.07% from 69.71 million in Fiscal 2024 to 117.86 million in Fiscal 2025. This was offset by expenses on forklift which decreased by 100.00% from 26.65 million in Fiscal 2024 to Nil in Fiscal 2025.
Employee benefit expense. Employee benefit expense increased by 43.58% from 624.07 million in Fiscal 2024 to 896.05 million in Fiscal 2025, primarily due to increases in:
(i) salaries, wages and bonus by 47.36% from 557.80 million in Fiscal 2024 to 821.98 million in Fiscal 2025 primarily due to hiring of a new COO and the addition of a new CFO and CGO as well as the addition of business heads for our MHE business and increase in headcount on account of the CHEP India acquisition.
(ii) contribution to provident fund by 51.04% from 31.58 million in Fiscal 2024 to 47.70 million in Fiscal 2025 due to the addition of key management employees and increase in headcount on account of the CHEP India acquisition; and
(iii) staff welfare by 49.17% from 6.06 million in Fiscal 2024 to 9.04 million in Fiscal 2025.
These increases were marginally offset by a decrease in expenses on share-based payment by 39.47% from 28.63 million in
Fiscal 2024 to 17.33 million in Fiscal 2025 due to exercise of employee stock options in October 2023 and the grant of fresh options in December 2024.
Finance cost. Finance cost increased by 34.40% from 506.02 million in Fiscal 2024 to 680.11 million in Fiscal 2025, primarily due to an increase in interest expense on term loans by 28.69% from 413.49 million in Fiscal 2024 to 532.14 million in Fiscal 2025 due to an increase in borrowings primarily related to the acquisition of CHEP India during the year, an increase in interest expense on debentures by 397.73% from 10.11 million in Fiscal 2024 to 50.32 million in Fiscal 2025 due to the fresh issue of debentures in Fiscal 2025, for acquisition funding, and an increase in lease liabilities by 56.61% from 55.06 million in Fiscal 2024 to 86.23 million in Fiscal 2025 due to additional lease agreements pursuant to the additional of additional warehouses as a result of the CHEP India acquisition. This was marginally offset by a decrease in interest expenses on cash credit by 63.20% from 27.01 million in Fiscal 2024 to 9.94 million in Fiscal 2025 on account of efficiencies in working capital management.
Depreciation, amortisation and impairment expense. Depreciation and amortisation expense increased by 36.52% from
1126.09 million in Fiscal 2024 to 1537.29 million in Fiscal 2025 primarily due to an increase in:
(i) depreciation on property, plant and equipment by 28.18% from 632.10 million in Fiscal 2024 to 810.24 million in Fiscal 2025 on account of asset additions to support growth;
(ii) amortisation on intangible assets by 328.13% from 11.52 million in Fiscal 2024 to 49.32 million in Fiscal 2025 on due to amortisation of additional intangible attached to customer relationship arising out of acquisition;
(iii) depreciation on right-of-use assets by 47.90% from 266.00 million in Fiscal 2024 to 393.42 million in Fiscal 2025 on account of additional lease agreements; and
(iv) impairment of property, plant and equipment by 31.34% from 216.47 million in Fiscal 2024 to 284.31 million in Fiscal 2025 on account of write off of redundant assets.
Other expenses. Other expenses increased by 22.90% from 895.71 million in Fiscal 2024 to 1,100.87 million in Fiscal 2025, primarily due to the following:
(i) increase in expenses on contract labour by 33.93% from 115.86 million in Fiscal 2024 to 155.17 million in Fiscal 2025, due to increase in scale of operations;
(ii) increase in expenses on rent by 34.24% from 14.02 million in Fiscal 2024 to 18.82 million in Fiscal 2025, due to additional space taken on short lease as a result of short-term rentals to house MHE operator and additional short-term offices;
(iii) increase in expenses on insurance by 55.50% from 13.82 million in Fiscal 2024 to 21.49 million in Fiscal 2025, due to increase in sum insured coverage on account of the CHEP India acquisition;
(iv) increase in expenses on software by 43.08% from 18.27 million in Fiscal 2024 to 26.14 million in Fiscal 2025, due to increase in scale of operations;
(v) increase in expenses on packaging, freight, and transport, by 41.16% from 273.11 million in Fiscal 2024 to 385.51 million in Fiscal 2025, due to increase in business volumes;
(vi) increase in expenses on legal and professional fees by 131.26% from 41.74 million in Fiscal 2024 to 96.53 million in Fiscal 2025, mainly due to one-time expenses incurred for acquisition and integration of CHEP India;
This increase in other expenses was marginally offset by a decrease in the following:
(i) expenses on repairs and maintenance by 9.46% from 295.02 million in Fiscal 2024 to 267.11 million in Fiscal 2025, due to improvement in repair efficiency including automation of repair activities.
(ii) expenses on marketing by 14.01% from 25.41 million in Fiscal 2024 to 21.85 million in Fiscal 2025, due to expense incurred in Fiscal 2024 for customer and investor meets such as workshops and exhibitions.
Profit before tax. For the various reasons discussed above, profit before tax increased by 11.45% from 467.07 million in Fiscal 2024 to 520.57 million in Fiscal 2025.
Tax expense. Current tax increased by 4842.11% from 0.19 million in Fiscal 2024 to 9.39 million in Fiscal 2025, due to correction of tax asset base of the acquired entity. Deferred tax increased by 42.53% from 95.14 million in Fiscal 2024 to 135.60 million in Fiscal 2025 primarily on account of new asset additions during the year.
Profit after tax. For the various reasons discussed above, profit after tax increased by 1.03% from 371.74 million in Fiscal 2024 to 375.58 million in Fiscal 2025.
Liquidity and Capital Resources
Our primary liquidity requirements have been for financing our capital expenditure, acquisitions, working capital and repayment of debt needs. In recent periods, we have met these requirements through internal accruals from operations as well as term loans and equity infusion. As of March 31, 2026, we had 61.39 million in cash and cash equivalents We believe that, after taking into account the expected cash to be generated from operations and our borrowings, we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure, working capital, interest obligations and other operating needs under our current business plans for the next 12 months. We continue to assess our liquidity requirements depending on business growth and market developments and take appropriate actions to manage the liquidity through various sources, internal and external.
Cash Flows
The following table sets forth our cash flows for the years indicated:
| Fiscal | |||
| 2026 | 2025 | 2024 | |
| (Rs. million) | |||
| Net cash generated from operating activities | 2,682.66 | 2,550.20 | 1,491.06 |
| Net cash used in investing activities | (3,601.16) | (12,948.83) | (3,387.39) |
| Net cash generated from financing activities | 715.96 | 10,213.62 | 1,889.16 |
| Net (decrease)/ increase in cash and cash equivalents | (202.54) | (185.01) | (7.17) |
| Cash and cash equivalents at the end of the year | 61.39 | 263.93 | 85.14 |
Operating Activities
Net cash generated from operating activities was 2,682.66 million in Fiscal 2026. Our profit before tax was 808.52 million in Fiscal 2026, which was primarily adjusted for depreciation, amortisation and impairment expenses of 2,043.30 million and finance cost of 936.47 million. Our operating profit before working capital changes was 3,759.94 million in Fiscal 2026. Adjustments for changes in working capital primarily comprised increase in trade receivables of 747.58 million, increase in financial and other assets of 403.30 million, and increase in inventories of 60.85 million, offset by increase in trade payables of 91.00 million and increase in financial and other liabilities of 107.85 million. Cash generated from operations amounted to 2,747.06 million in Fiscal 2026 and direct tax paid was 64.40 million in Fiscal 2026.
Net cash generated from operating activities was 2,550.20 million in Fiscal 2025. Our profit before tax was 520.57 million in Fiscal 2025, which was primarily adjusted for depreciation, amortisation and impairment expenses of 1,537.29 million and finance cost of 680.11 million. Our operating profit before working capital changes was 2,576.91 million in Fiscal 2025. Adjustments for changes in working capital primarily comprised increase in trade receivables of 68.71 million, increase in financial and other assets of 88.70 million, and increase in inventories of 8.04 million, offset by increase in trade payables of 66.95 million and increase in financial and other liabilities of 90.38 million. Cash generated from operations amounted to 2,568.79 million in Fiscal 2025 and direct tax paid was 18.59 million in Fiscal 2025.
Net cash generated from operating activities was 1,491.06 million in Fiscal 2024. Our profit before tax was 467.07 million in Fiscal 2024, which was primarily adjusted for depreciation, amortisation and impairment expenses of 1,126.09 million and finance cost of 506.02 million. Our operating profit before working capital changes was 2,078.98 million in Fiscal 2024. Adjustments for changes in working capital primarily comprised increase in trade receivables of 600.38 million, increase in financial and other assets of 91.54 million, and decrease in inventories of 34.66 million, offset by increase in trade payables of 16.86 million and increase in financial and other liabilities of 67.59 million. Cash generated from operations amounted to 1,506.17 million in Fiscal 2024 and direct tax paid was 15.11 million in Fiscal 2024.
Investing Activities
Net cash used in investing activities was 3,601.16 million in Fiscal 2026, primarily comprising purchase of property, plant and equipment (including capital work-in-progress, intangible assets under development, capital advances, payable for capital goods and intangible assets) amounting to 3,902.40 million, offset by proceeds from sale of property, plant and equipment and assets held for sale of 283.43 million.
Net cash used in investing activities was 12,948.83 million in Fiscal 2025, primarily comprising Purchase consideration paid towards business combination of 10,041.30 million and purchase of property, plant and equipment (including capital work-in-progress, intangible assets under development, capital advances, payable for capital goods and intangible assets) amounting to 2,934.90 million, investments in mutual funds of 450.00 million, offset by proceeds from sale of property, plant and equipment and assets held for sale of 400.40 million.
Net cash used in investing activities was 3,387.39 million in Fiscal 2024, primarily comprising purchase of property, plant and equipment (including capital work-in-progress, intangible assets under development, capital advances, payable for capital goods and intangible assets) amounting to 3,262.97 million and investments in mutual funds of 500.00 million, offset by proceeds from sale of property, plant and equipment and assets held for sale of 236.85 million.
Financing Activities
Net cash generated from financing activities was 715.96 million in Fiscal 2026, primarily comprising proceeds from long-term borrowings of 3,379.59 million, offset by repayment of long-term borrowings of 1,338.71 million, finance cost paid of 927.54 million, and principal repayment of lease liabilities of 508.24 million.
Net cash generated from financing activities was 10,213.62 million in Fiscal 2025, primarily comprising proceeds from issue of preference shares of 7,853.32 million and proceeds from long-term borrowings of 4,094.11 million, offset by repayment of long-term borrowings of 1,084.34 million and finance cost of 622.97 million.
Net cash generated from financing activities was 1,889.16 million in Fiscal 2024, primarily comprising proceeds from issue of preference shares of 1,500.00 million and proceeds from long-term borrowings of 3,387.75 million, offset by repayment of long-term borrowings of 1,853.82 million and buyback of equity shares of 569.88 million.
Capital Expenditures
Capital expenditures consist of primarily property, plant and equipment (comprising plant and machinery, land and building and furniture and fixture) intangible assets such as software and licenses. We intend to continue to expand our manufacturing facilities to existing and newer geographies, which may lead us to incur further capital expenditure. The following table sets forth details of our capital expenditure for the years indicated:
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million) | |||
| Property, plant and equipment | 14,807.35 | 12,293.40 | 9,750.25 |
| Right of use | 1,322.00 | 1,156.79 | 558.76 |
| Capital work in progress | 81.11 | 1.85 | 14.6 |
| Goodwill | 418.24 | 418.24 | 418.24 |
| Other non-current assets (Capital advances) | 48.51 | 117.03 | 99.59 |
Indebtedness
As of March 31, 2026, a brief summary of our aggregate outstanding borrowings is set forth below:
| As of March 31, 2026 | |
| (Rs. million) | |
| Current borrowings | 2,083.29 |
| Non-current borrowings | 8,093.96 |
| Total Borrowings | 10,177.25 |
For further information on our indebtedness, see "Financial Indebtedness" on page 349.
Contractual Obligations, Contingent Liabilities and Commitments
Contractual Obligations
The following table sets forth a summary of the maturity profile of our contractual obligations as of March 31, 2026:
| As of March 31, 2026 | ||||
| Less than one year | One to five years | More than five years | Total | |
| (Rs. million) | ||||
| Contractual maturities of lease liabilities on an undiscounted basis | 626.02 | 841.31 | - | 1,467.33 |
Contingent Liabilities
The following sets forth the principal components of our contingent liabilities as of March 31, 2026:
| As of March 31, 2026 | |
| (Rs. million) | |
| Claims not acknowledged as debt | |
| Income tax matters | 59.13 |
| Indirect tax matters | 18.27 |
| Total | 77.40 |
For further information, see "Restated Consolidated Financial Information Notes to Restated Consolidated Financial Information- Note 38 - Commitments and contingent liabilities" on page 327.
Commitments
The following table sets forth our commitments as of March 31, 2026:
| Particulars | As of March 31, 2026 |
| (Rs. million) | |
| Estimated amount of contracts remaining to be executed on capital account and not provided for: | 245.88 |
| Capital commitments (net of capital advances) |
For further information, see "Restated Consolidated Financial Information Note 38 - Commitments and contingent liabilities" on page 327.
Non-GAAP Measures
EBITDA, EBITDA margin, Cash PAT, Cash PAT margin(%), Cash Return on Equity, ROCE (by EBITDA) and other non-GAAP measures, (together, "Non-GAAP Measures"), presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/(loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP.
In addition, such Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company?s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company?s operating performance.
Reconciliation for the following non-GAAP financial measures included in this Red Herring Prospectus are set out below for the years indicated:
Reconciliation for EBITDA and EBITDA Margin
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million, unless otherwise stated) | |||
| Total Income (A) | 7,473.55 | 4,850.31 | 3,719.44 |
| Profit before tax (B) | 808.52 | 520.57 | 467.07 |
| Finance cost (C) | 936.47 | 680.11 | 506.02 |
| Depreciation, amortisation and impairment expenses (D) | 2,043.30 | 1,537.29 | 1,126.09 |
| EBITDA (E=B+C+D) | 3,788.29 | 2,737.97 | 2,099.18 |
| EBITDA Margin (in %) (F=E/A) | 50.69% | 56.45% | 56.44% |
Reconciliation for PAT Margin
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million) | |||
| Total income (A) | 7,473.55 | 4,850.31 | 3,719.44 |
| Net profit for the year ("PAT") (B) | 623.41 | 375.58 | 371.74 |
| PAT Margin (in %) (C=B/A) | 8.34% | 7.74% | 9.99% |
Reconciliation for Cash PAT and Cash PAT Margin
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million, unless otherwise stated) | |||
| Total Income (A) | 7,473.55 | 4,850.31 | 3,719.44 |
| Net profit for the year (B) | 623.41 | 375.58 | 371.74 |
| Depreciation, amortisation and impairment expenses (C) | 2,043.30 | 1,537.29 | 1,126.09 |
| Cash PAT (D=B+C) | 2,666.71 | 1,912.87 | 1,497.83 |
| Cash PAT Margin (in %) (E=D/A) | 35.68% | 39.44% | 40.27% |
Reconciliation for Net Worth and Return on Net Worth
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million, unless otherwise stated) | |||
| Net profit for the year (A) | 623.41 | 375.58 | 371.74 |
| Equity share capital (B) | 120.73 | 30.18 | 27.28 |
| Instruments entirely equity in nature (C) | 3,154.84 | 3,082.44 | 1,896.10 |
| Other equity (D) | 6,787.75 | 6,060.86 | 5,218.40 |
| Total Equity (E=B+C+D) | 10,063.32 | 9,173.48 | 7,141.78 |
| Revaluation Reserves (F) | - | - | - |
| Write-back of depreciation and amalgamation (F) | - | - | - |
| Net worth (G=D-E-F) | 10,063.32 | 9,173.48 | 7,141.78 |
| Return on Net Worth attributable to owners of the Company (in %) (H=A/G) | 6.19% | 4.09% | 5.21% |
Reconciliation for Debt to Equity
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million, unless otherwise stated) | |||
| Current Borrowings (A) | 2,083.29 | 1,456.51 | 945.93 |
| Non-Current Borrowings (B) | 8,093.96 | 6,560.07 | 4,184.80 |
| Total Borrowings (C=A+B) | 10,177.25 | 8,016.58 | 5,130.73 |
| Total Equity (D) | 10,063.32 | 9,173.48 | 7,141.78 |
| Debt to Equity (in times) (E=C/D) | 1.01 | 0.87 | 0.72 |
Reconciliation for Return on Equity
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million, unless otherwise stated) | |||
| Net profit for the year (A) | 623.41 | 375.58 | 371.74 |
| Total Equity at the beginning of the year (B) | 9,173.48 | 7,141.78 | 5,694.06 |
| Total Equity at the end of the year (C) | 10,063.32 | 9,173.48 | 7,141.78 |
| Average of total equity attributable to owners of the Company (D=(B+C)/2) | 9,618.40 | 8,157.63 | 6,417.92 |
| Return on Equity (in %)(E=A/D) | 6.48% | 4.60% | 5.79% |
Reconciliation for Cash Return on Equity
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million, unless otherwise stated) | |||
| Net profit for the year (A) | 623.41 | 375.58 | 371.74 |
| Total Equity at the beginning of the year (B) | 9,173.48 | 7,141.78 | 5,694.06 |
| Total Equity at the end of the year (C) | 10,063.32 | 9,173.48 | 7,141.78 |
| Average of total equity attributable to owners of the Company | 9,618.40 | 8,157.63 | 6,417.92 |
| (D=(B+C)/2) | |||
| Return on Equity (in %)(E=A/D) | 6.48% | 4.60% | 5.79% |
| Depreciation, amortisation and impairment expenses (F) | 2,043.30 | 1,537.29 | 1,126.09 |
| Cash PAT (G=A+F) | 2,666.71 | 1,912.87 | 1,497.83 |
| Cash Return on Equity (in %) (H = G/D) | 27.73% | 23.45% | 23.34% |
| * Not annualized. |
Reconciliation for Return on Capital Employed (by EBITDA)
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million, unless otherwise stated) | |||
| Total Income (A) | 7,473.55 | 4,850.31 | 3,719.44 |
| Profit before tax (B) | 808.52 | 520.57 | 467.07 |
| Finance cost (C) | 936.47 | 680.11 | 506.02 |
| Depreciation, amortisation and impairment expenses (D) | 2,043.30 | 1,537.29 | 1,126.09 |
| EBITDA (E=B+C+D) | 3,788.29 | 2,737.97 | 2,099.18 |
| Total equity (F) | 10,063.32 | 9,173.48 | 7,141.78 |
| Tangible net worth (G= F-L-M-N-O) | 10,632.15 | 9,852.75 | 6,609.26 |
| Current borrowings (H) | 2,083.29 | 1,456.51 | 945.93 |
| Non-Current Borrowings (I) | 8,093.96 | 6,560.07 | 4,184.80 |
| Total Borrowings (J = H + I) | 10,177.25 | 8,016.58 | 5,130.73 |
| Particulars | Fiscal | ||
| 2026 | 2025 | 2024 | |
| (Rs. million, unless otherwise stated) | |||
| Deferred tax liabilities (K) | 433.34 | 646.15 | 153.64 |
| Goodwill (L) | 418.24 | 418.24 | 418.24 |
| Intangible assets (M) | 1,645.82 | 1,681.11 | 114.28 |
| Intangible assets under development (N) | 3.20 | 52.20 | - |
| Impact on account of business combination (O) | (2,636.09) | (2,830.82) | - |
| Capital Employed (P = G + J + K ) | 21,242.74 | 18,515.48 | 11,893.63 |
| Average Capital Employed (Q) | 19,879.11 | 15,204.56 | 10,325.80 |
| ROCE by EBITDA (in %) (R = E/Q) | 19.06% | 18.01% | 20.33% |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future material effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Related Party Transactions
We enter into various transactions with related parties in the ordinary course of business. These transactions principally include dividends paid, remuneration paid to Key Managerial Personnel and director fees. For further information relating to our related party transactions, see "Restated Consolidated Financial Information- Note 40 - Transactions and Outstanding balances with related parties during the year" on page 330.
Auditor?s Observation
Other than as set out There have been no reservations/qualifications/adverse remarks/emphasis of matter highlighted by our statutory auditors in their examination report to the Restated Consolidated Financial Information and/or their audit reports on the audited financial statements of the Company as of and for the years ended March 31, 2026, 2025 and 2024.
Material Accounting Policies
A. Operating cycle for current and non-current classification
All the assets and liabilities have been classified as current or non-current, wherever applicable, as per our operating cycle as per the guidance set out in Schedule III to the Companies Act, 2013. An asset is treated as current when it is:
Expected to be realised or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.
A liability is current when:
It is expected to be settled in normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
We deal in the rental and leasing of pallets and other equipments, offering a wide range of products such as wooden pallets, inserts, foldable large containers, crates, etc. The operating cycle for our business activities is based on the nature of products and the time between the acquisition of products and their realisation in cash and cash equivalents subsequent to its sale. We have ascertained our operating cycle as up to twelve months for the purpose of current and non-current classification of assets and liabilities.
B. Fair value measurement
We measure financial instruments, at fair value at each Restated Consolidated Statement of Asset and Liabilities reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, In the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by us.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.
A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
We use valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
For assets and liabilities that are recognised in the financial statements on a recurring basis, We determine whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per our accounting policies. For this analysis, we verify the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.
We also compare the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.
C. Property, plant and equipment
Property, plant and equipment are stated at cost of acquisition including attributable interest and finance costs, if any, till the date of acquisition/ installation of the assets less accumulated depreciation and impairment losses, if any. Cost of acquisition comprises the purchase price and any directly attributable cost of bringing the asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.
Subsequent expenditure relating to Property, plant and equipment is capitalised only when it is probable that future economic benefits associated with the item will flow to us and the cost of the item can be measured reliably. All other expenses on existing plant, property and equipment including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the Restated Consolidated Statement of Profit and Loss for the period during which such expenses are incurred.
Expenses relating to major repairs which result in increase of life of the asset are capitalised.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The cost and related accumulated depreciation are eliminated from the Restated Consolidated Financial Information, either on disposal or when retired from active use. Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Restated Consolidated Statement of Profit and Loss when the asset is derecognised.
D. Capital work-in-progress
Capital work-in-progress, representing expenditure incurred in respect of assets under development and not ready for their intended use, are carried at cost. Cost includes related acquisition expenses, construction cost, related borrowing cost and other direct expenditure
E. Intangible assets (including intangible assets under development)
Identifiable intangible assets are recognised when it is probable that future economic benefits attributed to the asset will flow to us and the cost of the asset can be reliably measured.
Intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The cost of an intangible asset comprises of its purchase price, including any import duties and other taxes (other than those subsequently recoverable from the taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to us. The amortisation expense on intangible assets with finite life is recognised in the Restated Consolidated Statement of Profit and Loss under the head Depreciation and amortization expense. An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal.
Intangible assets under development (IAUD) comprises of direct cost, related incidental expenses and attributable borrowing cost, if any, on intangible assets which are not ready for their intended use. IAUD usually pertain to a product development project which has reached a defined milestone according to an established project management model and its technological and economic feasibility is viable. Expenditure on research activities is recognised in the Restated Consolidated Statement of Profit and Loss as incurred.
F. Depreciation and amortization
Depreciation is provided for property, plant and equipment so as to expense the cost less residual value over their estimated useful lives on a straight-line method. Intangible assets are amortised from the date they are available for use, over their estimated useful lives on a straight line method.
The residual values in respect of pallets, foldable large containers and crates and utility boxes based on management estimate and technical evaluation is as follows:
? Pallets: 25%
? Foldable large containers & crates: 15-25%
? Utility boxes: 25%.
The estimated useful lives are set out in the "Financial Information - Restated Consolidated Financial Information Note 2 Material Accounting Policy Information" on page 286.
Schedule II to the Companies Act, 2013 prescribes useful lives for property, plant and equipment and allows companies to use higher/ lower useful lives and residual values if such useful lives and residual values can be technically supported and justification for difference is disclosed in the financial statements. The management believes that the depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of property, plant and equipment.
Depreciation/ amortisation on property plant and equipment has been provided on the straight-line method as per the useful life assessed based on technical advice, taking into account the nature of the asset, the estimated use of the asset on the basis of management?s best estimation of getting economic benefits from that class of assets.
We use our external technical expertise along with historical and industry trends for arriving at the economic life of an asset. The estimated useful life and residual values are reviewed at each financial year end and the effect of any change in the estimates of useful life/residual value is accounted on prospective basis.
An asset?s carrying amount is written down immediately to its recoverable amount if the asset?s carrying amount is greater than its estimated recoverable amount. Depreciation on additions is provided on a pro-rata basis, from the date on which asset is ready to use.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are accounted in the Restated Consolidated Statement of Profit and Loss under other income or other expenses.
G. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
In the case of financial assets, not recorded at fair value through profit or loss (FVTPL), financial assets other than trade receivable, are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that we commit to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
(i) Financial assets measured at amortised cost
A financial asset is subsequently measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in interest income in the Restated Consolidated Statement of Profit and Loss.
(ii) Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, we decide to classify the same either as at fair value through other comprehensive income (FVTOCI) or FVTPL. We make such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If we decide to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Restated Consolidated Statement of Profit and Loss, even on sale of investment. However, we may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Restated Consolidated Statement of Profit and Loss. We have classified our investments in mutual funds as investments at FVTPL.
Derecognition
We derecognise a financial asset when the contractual rights to the cash flows from the asset expire, or when we transfer the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If we neither transfer nor retain substantially all the risks and rewards of ownership and continue to control the transferred asset, we recognise our retained interest in the asset and an associated liability for amounts we may have to pay. If we retain substantially all the risks and rewards of ownership of a transferred financial asset, we continue to recognise the financial asset and also recognized a recognized borrowing for the proceeds received.
On de-recognition of a financial asset in its entirety, the difference between the asset?s carrying amount and the sum of the consideration received, and receivable is recognised in the Restated Consolidated Statement of Profit and Loss.
Impairment of financial assets
We apply expected credit loss (ECL) model for recognising impairment loss on financial assets measured at amortised cost.
We follow ‘simplified approach? for recognition of impairment loss allowance on trade receivables. The application of a simplified approach does not require us to track changes in credit risk. Rather, we recognise impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.
As a practical expedient, we use a provision matrix to determine impairment loss allowance on portfolio of our trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as expenses in the
Restated Consolidated Statement of Profit and Loss. This amount is reflected under the head ‘other expenses? in the Restated Consolidated Statement of Profit and Loss.
Equity instruments and financial liabilities
Financial liabilities and equity instruments issued by us are classified according to the substance of the contractual arrangements entered into 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 our assets after deducting all of our liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument.
Financial liabilities
Initial recognition and measurement
All financial liabilities are recognised initially at fair value and, in the case of financial liabilities at amortized cost, net of directly attributable transaction costs.
Subsequent measurement
All financial liabilities except derivatives are subsequently measured at amortised cost using the effective interest rate method.
The effective interest rate 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 (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Restated Consolidated Statement of Profit or Loss.
Compound financial instruments
Convertible instruments are separated into liability and equity components based on the terms of the contract. On issuance of the said instruments, the liability component is arrived by discounting the gross sum (including redemption premium, if any) at a market rate for an equivalent non-convertible instrument. This amount is classified as a financial liability measured at amortised cost until it is extinguished on conversion or redemption. The remainder of the proceeds is recognised as equity component of compound financial instrument. This is recognised and included in shareholders? equity, net of income tax effects, and not subsequently re-measured.
Offsetting financial Instruments
Financial assets and financial liabilities are offset and the net amount is reported in the Restated Consolidated Statement of Asset and Liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis or to realise the assets and settle the liabilities simultaneously.
Equity investment in subsidiaries
Investment in subsidiaries are carried at cost in the separate financial statements as permitted under Ind AS 27 "Separate Financial Statements".
H. Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
We have generally concluded that we are the principal in our revenue arrangements. Revenue and trade receivables are recorded at their transaction price on initial recognition, which is the consideration, adjusted for discounts and other credits, if any, as specified in the contract with customers. The revenue is recognized as a net of Goods and Service Tax (if any).
Sale of goods
Revenue from the sale of our core products pallets is recognised when delivery has taken place and control of the goods has been transferred to the customer according to the specific delivery term that have been agreed with the customer and when there are no longer any unfulfilled obligations.
Rendering of services
Income from services rendered is recognised based on agreements/arrangements with the customers as the service is performed and there are no unfulfilled obligations. Revenue from property, plant and equipment given on lease to customers is recognised on per day rent, based on the terms of the agreement. Revenue from the sale of goods is recognized when control of the goods or services are transferred to the customer, usually on delivery of the goods.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to us and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset?s net carrying amount on initial recognition. Other income is recognised as and when due or received, whichever is earlier.
Dividend income
Dividend income is recognised at the time when the right to receive is established by the reporting date. When the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of the dividend can be measured reliably.
Unbilled revenue
Unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms and is accordingly classified under Trade Receivables. Unearned ("contract liability") is recognised when there are billings in excess of revenues.
I. Employee benefits
Short term employee benefits
Short-term employee benefits such as salaries, wages, performance incentives etc. are recognised as expenses at the undiscounted amounts in the Restated Consolidated Statement of Profit and Loss of the period in which the related service is rendered. Expenses on non-accumulating compensated absences is recognised in the period in which the absences occur.
Defined contribution plan
Contributions to defined contribution schemes such as provident fund and employees? state insurance (ESIC) are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees? provident fund contribution is made to a government administered fund and charged as an expense to the Restated Consolidated Statement of Profit and Loss. The above benefits are classified as Defined Contribution Schemes as we have no further obligations beyond the monthly contributions.
Defined benefit plan
Our net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for us, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income (OCI). Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in the Restated Consolidated Statement of Profit and Loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in the Restated Consolidated Statement of Profit and Loss. We recognize gains and losses on the settlement of a defined benefit plan when the settlement occurs.
Leave entitlement and compensated balances
Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term employee benefit. Leave entitlement, other than short term compensated absences, are provided based on an actuarial valuation, similar to that of gratuity benefit. However, as we do not have an unconditional right to defer settlement for these obligations, the above liabilities are presented as current. Re-measurement, comprising of actuarial gains and losses, in respect of leave entitlement are recognised in the Restated Consolidated Statement of Profit and Loss in the period in which they occur.
J. Borrowing cost
Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial period of time to get ready for its intended use are added to the cost of such asset to the extent they relate to the period till such assets are ready to be put to use. Other borrowing costs are charged to the Restated Consolidated Statement of Profit and Loss in the period in which it is accrued. Any ancillary cost incurred in connection with the arrangement of borrowings are amortised over the period of such borrowings.
K. Inventories
Inventory of traded goods, consumables and stores and spares are valued at lower of cost or net realisable value. Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on a weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.
L. Leases
Our lease asset classes primarily consist of leases for buildings (warehouse and office premises) and equipment. We assess at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee:
We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. We recognise lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
We account for each separate lease component of a contract and any associated non-lease components as a single lease component by allocating all of contract consideration to the lease component.
(i) Right-of-use assets
At the commencement date, the right-of-use assets is measured at cost. The cost includes an amount equal to the lease liabilities plus adjusted for the amount of prepaid or accrued lease payments. After the commencement date, the right-of-use assets is measured in accordance with the accounting policy for property, plant and equipment i.e. right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. Right-of-use assets are depreciated on a straight-line basis over the period of the lease term. In addition, the carrying amount of Right-of-use assets is remeasured if there is a modification, a change in the lease term, a change in the in- substance fixed lease payments or a change in the assessments to purchase the underlying asset.
(ii) Lease liabilities
At the commencement date of the lease, we recognise lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
In calculating the present value of lease payments, we use our incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in- substance fixed lease payments or a change in the assessments to purchase the underlying asset.
(iii) Lease term
At the commencement date, we determine the lease term which represents non-cancellable period of initial lease for which the asset is expected to be used, together with the periods covered by an option to extend or terminate the lease, if we are reasonably certain at the commencement date to exercise the extension or termination option.
In event of termination of lease, the remaining lease liability and the unamortised value of the right-of-use asset are charged to the Restated Consolidated Statement of Profit and Loss.
(iv) Short-term leases and leases of low-value assets
We apply the short-term lease recognition exemption to our short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). We also apply the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term or another systematic basis which is more representative of the pattern of use of underlying asset.
Group as a lessor:
Leases in which we do not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an operating lease is recognized in the Restated Consolidated Statement of Profit and Loss on rendering of the service related to the hire of pallets and foldable large containers as per the agreement with customers. Costs, including depreciation, are recognized as an expense in the Restated Consolidated Statement of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in the Restated Consolidated Statement of Profit and Loss
M. Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss (excluding OCI) for the year attributable to equity shareholders of our Company by the weighted average number of equity shares and compulsory convertible preference shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, bonus element in a right issue, share split and reserve share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted earnings per share is computed by dividing the profit/ (loss) for the year as adjusted for dividend, interest and other changes to expense and income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the year, unless they have been issued at a later date.
N. Taxes
Current tax
Current tax is recognised based on the estimated tax liability computed after taking credit for allowances and exemptions in accordance with the Income Tax Act, 1961. Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from, or paid to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, at the reporting date in the countries where we operate and generate taxable income. 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.
Income tax expense comprises of current tax expense and the net change in the deferred tax asset or liability during the period. Current and deferred taxes are recognised in the Restated Consolidated Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.
Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax assets and liabilities are recognised for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts.
Deferred tax is determined by applying the Restated Consolidated Statement of Asset and Liabilities approach. Deferred tax assets and liabilities are recognised for all deductible temporary differences between the financial statements? carrying amount of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using the enacted tax rates or tax rates that are substantively enacted at the Restated Consolidated Statement of Asset and Liabilities date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment date.
Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Such assets are reviewed at each Restated Consolidated Statement of Asset and Liabilities date to reassess realisation.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the Restated Consolidated Statement of Asset and Liabilities when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities. 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.
O. Impairment of non-financial assets
The carrying amount of assets is reviewed at each Restated Consolidated Statement of Asset and Liabilities date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.
In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.
P. Provisions
A provision is recognised when we have a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made of the amount of obligation. Provisions (excluding gratuity and compensated absences) are determined based on managements estimate required to settle the obligation at the Restated Consolidated Statement of Asset and Liabilities date. In case the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These are reviewed at each Restated Consolidated Statement of Asset and Liabilities date and adjusted to reflect the current management estimates.
Q. Contingent liabilities, contingent assets and capital commitments
Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within our control.
We exercise judgement in determining if a particular matter is possible, probable or remote. We exercise judgement in measuring and recognizing provisions and the exposures to contingent liabilities related to pending litigation or other outstanding claims subject to negotiated settlement, mediation, government regulation, as well as other contingent liabilities. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement.
Contingent assets are not recognised in the financial statements. However, it is disclosed only when an inflow of economic benefits is probable.
Capital commitments are future liabilities for contractual expenditure, classified and disclosed as estimated amount of contracts remaining to be executed on capital account and not provided for.
R. Business combination
Business combinations, other than common control business combinations, are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the date of exchange by us. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business acquisition are expensed as incurred. The cost of an acquisition also includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the fair value of contingent consideration classified as liabilities, other than measurement period adjustments, are recognised in the Statement of Profit and Loss. Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer?s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than the carrying amount.
Common Control business combinations, i.e. business combinations involving entities or businesses under common control, are accounted for using the pooling of interests method. The assets and liabilities of the combining entities are reflected at their carrying amounts. The identity of the reserves shall be preserved and shall appear in the financial statements of the transferee in the same form in which they appeared in the financial statements of the transferor. The surplus, if any, arising from the business combination, between the carrying value of assets, liabilities and reserves recognized over the carrying value of the investments in the equity shares of the transferor appearing in the books of the transferee, shall be credited to capital reserve in the books of accounts of the transferee and shall be presented separately from other capital reserves with disclosure of its nature and purpose in the notes. In case of a deficit, as computed above, it shall be adjusted against the existing capital or revenue reserves of the transferee, in that order, and unadjusted remaining amount, if any, shall be recorded separately as amalgamation adjustment deficit account under ‘Other Equity?.
Also see "Restated Consolidated Financial Information Material Accounting Policy Information" on page 286.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to the following risks arising from financial instruments: market risk, credit risk and liquidity risk.
Our activities expose us to interest rate risk, liquidity risk and credit risk. In order to minimise any adverse effects on our financial performance, our risk management is carried out by a corporate treasury and corporate finance department under policies approved by the board of directors and management. Our treasury identifies, evaluates and mitigates financial risks in close cooperation with our operating units. The board provides guidance for overall the risk management, as well as policies covering specific areas.
Credit Risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms and obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and credit worthiness of the customer on continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The financial instruments that are subject to concentration of credit risk principally consist of trade receivables, loans and cash and bank equivalents.
To manage credit risk, we follow a policy of providing seven to 90 days credit to our customers. The credit limit policy is established considering the current economic trend of the industry in which we operate. Also, the trade receivables are monitored on a periodic basis for assessing any significant risk of non-recoverability of dues and provision is created accordingly.
Liquidity Risk
Liquidity risk is the risk that we may not be able to meet our present and future cash and collateral obligations without incurring unacceptable losses. Our objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement. The liquidity risk principally arises from obligations on account of financial liabilities such as borrowings, trade payables and other financial liabilities. Our finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by our management. We monitors our net liquidity position through rolling forecasts on the basis of expected cash flows.
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 three types of risk: foreign currency risk, interest rate risk and price risk. Our exposure to market risk is primarily on account of foreign currency exchange rate risk, price risk and interest rate risk. Major financial instruments affected by market risk include borrowings, debentures and bonds.
For further details, see "Financial Information Restated Consolidated Financial Information Note 42 Financial risk management" on page 334.
Unusual or Infrequent Events or Transactions
Except as disclosed in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as "unusual" or "infrequent" that led to a material adverse effect on our business and operations.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on income from our continuing operations. For further information regarding trends and uncertainties, please see "- Significant Factors Affecting Our Financial Condition and Results of Operations" on page 354 and "Risk Factors" on page 21.
Future Relationship between Cost and Income
Except as disclosed in this Red Herring Prospectus, there are no known factors that will have a material adverse impact on our operations and finances. For further information, see "Risk Factors", "Our Business" and "Management?s
Discussion and Analysis of Financial Condition and Results of Operations" on pages 21, 208 and 351, respectively.
Seasonality of Business
There is no material seasonal variation in our operations.
Significant Dependence on a Single or Few Customers or Suppliers
We are largely dependent on certain key customers for a significant portion of our sales.
In Fiscals 2026, 2025 and 2024, our top 10 customers accounted for 26.65%, 34.18% and 39.49%, respectively, of our total revenue from operations. For further information, see "Risk Factors Internal Risks We typically enter into long-term, recurring contracts with customers and if our customers do not renew their agreements with us, or expand the scope of services, we provide to them, our business, financial condition, results of operations and cash flows could be adversely impacted. In particular, if our relationships with our top customers are impaired or terminated, our business, financial condition, results of operations and cash flows could be adversely impacted." on page 25.
We also depend on certain of our suppliers for supply of our assets and other aspect of our operations. In Fiscals 2026, 2025 and 2024, our top 10 suppliers accounted for 63.27%, 60.00% and 77.00% of our total purchases, respectively. For further information, see "Risk Factors - Internal Risks We are dependent on our suppliers and service providers (our top ten suppliers and service providers contributed 63.27%, 60.00% and 77.00% of our total purchases in Fiscals 2026, 2025 and 2024, respectively) in relation to our operations. Any loss of suppliers or interruptions in the timely delivery of supplies and services could have an adverse impact on our business, financial condition, cash flows and results of operations." on page 22.
Segment Reporting
We are engaged in the pooling (for hire), trading of pallets and crates and services related thereto, which constitutes a single business segment.
Significant Economic Changes
Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. See "Risk Factors" and "- Significant Factors Affecting Our Financial Condition and Results of Operations" on pages 21 and 354, respectively.
New Products or Business Segment
Apart from the disclosures in "Our Business" on page 208, we currently have no plans to develop new products or establish new business segments that are expected to have a material impact on our business, results of operations or financial condition.
Competitive Conditions
We operate in a competitive environment. For information on our competitive conditions and our competitors, see " Risk Factors" and "Our Business" on pages 21 and 208, respectively.
Significant Developments subsequent to March 31, 2026
Except as disclosed elsewhere in this Red Herring Prospectus, no circumstances have arisen since 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 12 months.
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