Naturewings Holidays Ltd Management Discussions

For the Financial Year ended 31st March 2026

1. OVERVIEW

NatureWings Holidays Limited is a destination management company engaged in providing curated and customized travel experiences across Bhutan, Sikkim, Darjeeling, North-East India, Nepal and selected international destinations. The Company offers end-to-end travel solutions, including itinerary planning, hotel and accommodation arrangements, transportation, permit assistance and destination-based travel support.

The Company has developed a strong brand presence in the Himalayan and North-East tourism segment through its destination expertise, customized travel planning, customer-centric approach and service quality.

2. INDUSTRY STRUCTURE AND DEVELOPMENTS

The travel and tourism industry in India continued to witness steady growth during the year under review, supported by rising disposable incomes, improved connectivity, growing preference for domestic and experiential travel, increased digital adoption and higher demand for customized holiday packages.

Domestic tourism remained a key growth driver, particularly in leisure, pilgrimage, adventure, eco-tourism and experience-based travel segments. The North-East and Himalayan regions continued to attract increased interest from travellers due to their natural landscape, cultural diversity and improving connectivity. Outbound travel also showed positive momentum, supported by increased international flight connectivity and growing demand from Indian travellers for short-haul and curated international destinations.

Government initiatives relating to tourism infrastructure, regional air connectivity, destination development and promotion of sustainable tourism are expected to support the long-term growth of the sector. At the same time, the industry continues to remain sensitive to factors such as economic conditions, weather disruptions, geopolitical developments, visa policies, foreign exchange fluctuations and changes in consumer spending patterns.

3. BUSINESS PERFORMANCE

During the financial year 2025-26, the Company continued to strengthen its position in the travel and tourism sector through focused marketing, improved customer engagement, destination specialization and expansion of travel offerings.

The Companys key areas of focus during the year included:

Expansion of customer base across retail and corporate segments;

Strengthening of digital marketing and online lead generation channels;

Expansion of destination offerings, including premium and customized travel experiences;

Enhancement of customer service standards through personalized travel solutions;

Improvement in operational processes, vendor coordination and service delivery; and

Continued focus on brand building in the Himalayan and North-East travel segment.

The Companys total revenue increased from ?2,161.64 lakhs in FY 2024-25 to ?3,069.30 lakhs in FY 2025-26. Profit after tax increased from ?108.33 lakhs in FY 2024-25 to ?154.74 lakhs in FY 2025-26. The improvement in revenue and profitability reflects sustained customer demand, effective digital marketing initiatives, operational discipline and better utilization of the Companys destination expertise.

4. OPPORTUNITIES AND THREATS

Opportunities

a) Growing demand for customized, curated and experiential travel packages; b) Increasing popularity of North-East India, Sikkim, Darjeeling, Bhutan, Nepal and other Himalayan destinations; c) Rising middle-class income and increased discretionary spending on travel; d) Growth in domestic tourism and demand for short-duration travel packages; e) Expansion of outbound tourism from India; f) Greater adoption of digital booking platforms and online travel planning; g) Improved regional connectivity and tourism infrastructure; and h) Increased preference for specialized destination management companies.

Threats

a) Economic slowdown or inflationary pressures affecting discretionary consumer spending; b) Geopolitical developments, visa restrictions or travel advisories impacting international travel; c) Natural disasters, adverse weather conditions, landslides, floods or environmental challenges affecting tourist destinations; d) Intense competition from online travel aggregators, regional operators and established travel companies; e) Fluctuations in transportation, hotel and accommodation costs; f) Foreign exchange volatility impacting outbound travel demand; and g) Operational disruptions arising from regulatory, logistical or destination-specific constraints.

5. OUTLOOK

The outlook for the travel and tourism industry remains positive, particularly for domestic, experiential and customized travel segments. The Company expects continued demand for curated travel offerings in the Himalayan and North-East regions, supported by improving connectivity, destination awareness and consumer preference for personalized travel experiences. NatureWings Holidays Limited intends to leverage its domain expertise, destination specialization, customer relationships and digital marketing capabilities to capitalize on emerging opportunities. The Company will continue to focus on expanding its destination portfolio, improving technology-enabled processes, strengthening vendor relationships, enhancing customer experience and maintaining prudent cost management. The Company remains cautiously optimistic about future growth, subject to macroeconomic conditions, travel sentiment, geopolitical stability, regulatory developments and destination-specific operating conditions.

6. RISKS AND CONCERNS

The Company is exposed to various business and operational risks, including market competition, changing consumer preferences, economic uncertainty, regulatory changes, foreign exchange fluctuations, destination-specific disruptions and weather-related challenges.

To mitigate these risks, the Company has adopted risk management practices, including:

a) Continuous monitoring of market trends and travel demand; b) Diversification of destination offerings; c) Strengthening of supplier, hotel and local partner relationships; d) Focus on customer retention and service quality; e) Use of technology-enabled operational controls; f) Prudent financial and working capital management; and g) Regular review of business processes and service delivery standards.

The Company will continue to review its risk management framework in line with the nature and scale of its operations.

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems commensurate with the size, nature and complexity of its business operations. The internal control framework is designed to ensure proper authorization of transactions, safeguarding of assets, compliance with applicable laws and regulations, accuracy of accounting records and timely preparation of financial information.

The Company periodically reviews its internal processes and control mechanisms to improve operational efficiency, financial discipline and compliance standards. The management continues to focus on strengthening internal controls, particularly in areas relating to customer bookings, vendor payments, receivables, digital marketing expenditure, statutory compliance and financial reporting.

8. HUMAN RESOURCES

The Company considers its employees as one of its key assets. During the year under review, the Company continued to focus on employee engagement, training, professional development and performance improvement.

The Company promotes a culture of teamwork, accountability, customer orientation and ethical conduct. Continuous efforts are made to enhance employee capabilities and align them with the Companys business objectives. Industrial relations remained cordial during the year under review.

9. FINANCIAL PERFORMANCE

(Figures in ? lakhs unless stated otherwise. Source: Audited Financials FY2026)

Statement of Profit & Loss

Particulars	FY2026	FY2025
Total Revenue	3069.30	2,161.64
Total Expenses	2867.29	2,013.86
Profit Before Tax	202.00	147.78
Net Profit	154.74	108.33
Earnings Per Share	9.52	6.20

The Company recorded total revenue of ?3,069.30 lakhs during FY 2025-26 as compared to ?2,161.64 lakhs during FY 2024-25, representing growth of approximately 42.00%. Profit before tax increased from ?147.78 lakhs in FY 2024-25 to ?202.00 lakhs in FY 2025-26. Net profit increased from ?108.33 lakhs in FY 2024-25 to ?154.74 lakhs in FY 2025-26.

The improvement in financial performance was primarily driven by increased travel demand, effective digital marketing initiatives, expansion of destination offerings, improved customer conversion and operational efficiencies.

Balance Sheet Position

Particulars	Mar 31, 2026	Mar 31, 2025
Equity Share Capital	355.88	316.04
Reserves & Surplus	922.64	598.76

Total Assets	1829.33	1309.05

The Companys equity share capital increased from 316.04 lakhs as at 31st March, 2025 to 355.88 lakhs as at 31st March, 2026. Reserves and surplus increased from 598.76 lakhs to 922.64 lakhs during the same period. The increase in equity base and reserves reflects the impact of the preferential allotment and accretion of profits during the year.

The strengthened balance sheet provides the Company with greater financial flexibility for brand building, technology improvement, working capital requirements and future business growth.

Cash Flow

During the financial year under review, the Company maintained a satisfactory liquidity position supported by improved operating performance and prudent financial management. The Company continued to focus on efficient working capital management, timely realization of receivables and disciplined control over operational expenditure.

Further, during the year, the Company issued and allotted equity shares on a preferential basis in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI regulations. The proceeds from the preferential issue have strengthened the capital base of the Company and provided additional financial flexibility for meeting working capital requirements, brand building, technology enhancement and other business growth initiatives.

As on 31st March, 2026, 9.46 lakhs of IPO proceeds remained unutilized and were held in escrow in accordance with applicable SEBI regulations.

The Companys cash and cash equivalents were adequate to meet its operational requirements and planned business activities. The management continues to focus on maintaining sufficient liquidity and optimizing cash flows to support sustainable growth.

10. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations, outlook or predictions may constitute forward-looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied due to various factors, including economic conditions, government policies, market developments, travel demand, competitive pressures, foreign exchange fluctuations, regulatory changes, weather conditions, geopolitical developments and other risks beyond the control of the Company.

The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of subsequent developments, information or events, except as required under applicable laws.

11. CONCLUSION

The Company will continue to emphasize sustainable growth, service quality, customer satisfaction, innovation, prudent financial management and operational efficiency. The management remains committed to strengthening the Companys competitive position in the travel and tourism industry and creating long-term value for all stakeholders.

ANNEXURE-A TO THE NOTICE OF 8TH AGM

Disclosure under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-II Issued by ICSI for Item No. 3 & 4

Name of Director	Kunaal Deepak Agashe	Suman Kumar Paul
DIN	02399121	09703233
Date of Birth	19/03/1982	30/04/1990
Date of Initial Appointment	29/05/2026	12/08/2022
Date of Appointment at current term	29/05/2026	12/08/2022
Educational Qualifications	BMS, LLB	Bachelors degree in Business Administration (Hospitality and Tourism Management) from Annamalai University.
Expertise in Specific functional areas	-	-
Job Profile and Suitability	20+ Years of Multi-Disciplinary Experience: Proven track record spanning finance, legal, operations, and strategy. Hyper-Growth Scaling: Demonstrated success in technology and consulting, crucially helping scale an organization from 12 to 1,600 employees. Strategic & Legal Expertise: Dual background in finance and law provides a robust foundation for handling complex legal and compliance frameworks. Domain-Agnostic Growth: Combines operational grit	Mr. Suman Kumar Paul, is a Whole-Time Director of our Company. He was appointed to the Board on August 12, 2022. He holds a bachelors degree in Business Administration (Hospitality and Tourism Management) from Annamalai University. Mr. Paul has over five years of experience in the tourism and hospitality sector. He is primarily responsible for driving sales and business development within the Company.

	and strategic foresight to help businesses scale efficiently across any industry.
Directorship held in other Companies (excluding foreign companies, Section 8 companies and Struck off Companies and our Company)	Zenith Precision Private Limited	NA
listed entities from which the person has resigned in the past three years	EFC Limited	NA
Memberships/Chairmanships of committees of other public companies	NIL	NA
No. of shares held on 31st March 2026 including shareholding as a Beneficial Owner	NIL	13360
Terms & Conditions	NA	NA
Inter Se Relationship with other Directors	NA	NA
Remuneration Last drawn	NA	98050
Remuneration sought to be paid	Sitting fees	NA
No. of meetings of the board attended during the year	0	6

*Excluding Pvt. Ltd. Company