Naturewings Holidays Ltd Management Discussions

You should read the following discussion of our financial position and results of operations together with our Restated Financial Statements which have been included in this Prospectus. The following discussion and analysis of our financial position and results of operations is based on our Restated Financial Statements for the Financial year ended March 31, 2024, Financial year ended 2023, Financial year ended 2022 including the related notes and reports, included in this Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our Companys financial information. Our Financial Statements, as restated have been derived from our audited financial statements for the respective period and years. Accordingly, the degree to which our Restated Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Ind AS, Companies Act, SEBI Regulations and other relevant accounting practices in India. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year ("Fiscal Year") are to the twelve-month period ended March 31 of that year.

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

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Naturewings Holidays Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for the Financial Year 2024, Financial Year 2023, Financial Year 2022, beginning on page 150 of this Prospectus.

BUSINESS OVERVIEW

Incorporated in December 19, 2018, we are a tourism company with our primary focus being the entire Himalayan destination across India, Nepal and Bhutan. We offer end to end travel solutions including land and air bookings, hotel bookings, intransit arrangements, local sightseeing and such other destination management services. We design travel packages for both individuals and groups traveling to the Himalayan destinations. We recently started our international division to offer our services on international destination. Besides, we also started providing value added service such as travel related foreign exchange & payment solutions.

For further details, please refer Chapter titled "Business Overview" beginning on page 110 of this Prospectus SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD

Except as mentioned in the Prospectus, there have been no significant developments subsequent to the date of last financial year i.e., March 31, 2024.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subject to various risks and uncertainties, including those discussed in the Chapter titled "Risk Factors" beginning on page 21 of this Prospectus.

Our results of operations and financial conditions are affected by numerous factors including the following:

> Trends in the Indian travel industry;

> Seasonality;

> Brand recognition;

> Relationships with our suppliers;

> Occupancy costs;

> Competition;

> Other factors beyond our control and

> Our ability to manage risks that arise from these factors.

SIGNIFICANT ACCOUNTING POLICIES

For more details kindly refer to Chapter titled - Restated Financial Statements - Annexure IV beginning on page 150 of this Prospectus.

KEY PERFORMANCE INDICATORS OF OUR COMPANY

Particulars	As on March 31, 2024	As on March 31, 2023	As on March 31, 2022
Revenue from operations (? in Lakhs) (1)	2181.18	1,170.47	412.54
Growth in Revenue from Operations (%) (2)	86.35%	183.72%	199.70%
EBITDA (? in Lakhs) (3)	160.29	94.69	25.30
EBITDA Margin (%) (4)	7.35%	8.09%	6.13 %
Restated Profit After Tax for the Year (? in Lakhs)	111.92	65.08	19.89
PAT Margin% (5)	5.13%	5.56%	4.82%
Net Worth (? in Lakhs) (6)	265.63	153.71	88.63
Capital Employed (? in Lakhs)	270.75	160.70	97.36
RoE (%) (7)	42.13%	42.34%	22.44%
RoCE (%) (8)	57.37%	53.05%	30.07%

Notes:

(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.

(2) Growth in Revenue from Operations (%) is calculated as Revenue from Operations ofthe relevant period minus Revenue from Operations ofthe preceding period, divided by Revenue from Operations of the preceding period.

(3) EBITDA is calculated as Profit before tax + Depreciation & amortisation + Finance Cost - Other Income.

(4) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.

(5) PAT Margin (%) is calculated as PAT for the period/year divided by revenue from operations.

(6) Net worth is aggregate value of the paid-up equity share capital of the Company and all reserves created out of the profits, securities premium account and debit or credit balance ofprofit and loss account, excluding revaluation reserves if any, as per Restated Financial Information.

(7) Return on Equity (%) refers to restated profit for the year/period attributable to equity shareholders of our Company divided by Net worth attributable to the owners of the company.

(8) Return on Capital Employed is calculated as earnings before interest and taxes divided by Capital Employed.

-Earnings before interest and tax is calculated as restated profit / (loss) for the period / year plus total tax expense / (credit) plus finance costs.

-Capital Employed is calculated as total equity plus total borrowings minus intangible assets.

DISCUSSION ON RESULTS OF OPERATIONS

The following table sets forth financial data from our restated financial statements of profit & loss for the Financial year ended March 31, 2024, Financial year ended March 31, 2023, Financial year ended March 31, 2022 and the components of which are also expressed as a percentage of total revenue for such periods:

(t in Lakhs)

	F.Y. 2024		F.Y. 2023		F.Y. 2022
Particulars	t in lakhs	%*	t in lakhs	%*	t in lakhs	%*
(A) REVENUE
Revenue from Operations	2,181.18	99.60%	1170.47	99.51%	412.54	98.62%
Other Income	8.79	0.40%	5.78	0.49%	5.78	1.38%
Total Revenue	2,189.97	100.00%	1176.25	100.00%	418.32	100%
(B) EXPENDITURE
Cost of operation	1773.9	81.00%	912.61	77.59%	318.39	76.11%
Employee Benefits Expenses	172.18	7.86%	111.30	9.46%	52.46	12.54%
Finance Costs	3.51	0.16%	1.64	0.14%	0.59	0.14%
Depreciation and Amortization Expense	13.76	0.63%	15.22	1.29%	1.80	0.43%
Other Expenses	74.81	3.42%	51.87	4.41%	16.39	3.92%
Total Expenditure	2,038.16	93.07%	1092.64	92.89%	389.63	93.14%
Profit Before Exceptional and Extraordinary Items and Tax	151.81	6.93%	83.61	7.11%	28.69	6.86%
Exceptional Items	-	-	-	-	-	-
Profit Before Extraordinary Items and Tax	151.81	6.93%	83.61	7.11%	28.69	6.86%
Extraordinary Items	-	-	-	-	-	-
Profit Before Tax	151.81	6.93%	83.61	7.11%	28.69	6.86%
Tax Expense:
(1) Current tax	36.38	1.66%	21.74	1.85%	8.31	1.99%
(2) Deferred tax	3.51	0.16%	(3.21)	(0.27)%	0.49	0.12%
Profit After year	111.92	5.11%	65.08	5.53%	19.89	4.75%

*(%) column represents percentage of total revenue.

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

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

Revenue from Operations

Our revenue from operations represents receipt from our customers. The company is engaged in offering specialised and curated holiday packages for leisure travellers visiting the Himalayan destination across India, Nepal and Bhutan.

Other Income

Other income includes interest on Deposit, Commission received from Airline and interest on Income Tax Refund.

Expenditure

Our total expenditure primarily consists of Cost of Operation, Employee Benefit Expenses, Finance Expenses, Depreciation, and other expenses.

Cost of Operation

Cost of Operation majorly consists of Car Hire Charges, Hotel Booking & Tour Expense, Air Ticket Booking, Tour Expenses and Railway Ticket Booking.

Employee Benefit Expenses

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

Depreciation & Amortization Cost

Depreciation Expenses consist of depreciation on the Tangible assets of our company.

Finance costs

Finance cost includes car loan interest expenses.

Other Expenses

Other expenses include Auditors Remuneration, business promotion expenses, bank charges, conveyance, legal and professional fees, rates and taxes, rent paid, printing and stationery, telephone expenses and miscellaneous expenses.

Provision for Tax

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

Comparison Of Financial Year Ended March 31, 2024 to Financial Year Ended March 31, 2023:

Total Revenue

Our total revenue increased by 86.18% to ? 2189.97 lakhs for the financial year ended March 31, 2024 from ? 1,176.25 Lakhs from the financial year ended March 31, 2023.

Revenue from Operations

The revenue from operations for the F.Y. 2024 was ? 2181.18 Lakhs from ? 1170.47 Lakhs during the F.Y. 2023. The revenue from operations of the Company has increased in the year FY 2024 by 86.35%, mainly on account of increase in number of holiday packages managed during the year from 967 in FY 2023 to 1338 in FY 2024.

Other Income

The other income of the Company has increased in the year FY 2024 by 52.08%, from ? 5.78 Lakhs in the F.Y. 2023 to ? 8.79 Lakhs in FY 2024. An increase is mainly on account of increase in commission from Airlines & Insurance Company.

Expenditure Cost of Operation

Cost of Operation expenses for F.Y. 2024 was increased by 94.38% to ? 1773.90 Lakhs as compared to ?912.61 Lakhs in F.Y. 2023. The increase in Cost of Operations is due to increase in bookings, made on behalf of customers as travelling increased around travelling destinations served by us.

Employee Benefits Expenses

The Employee expenses for F.Y. 2024 was increased by 54.70% to ? 172.18 Lakhs as compared to ? 111.30 Lakhs in F.Y. 2023. The increase is due to increase in number of headcounts & increments in salary & wages for existing employee paid during the year that has increased to ?149.89 Lakhs in F.Y. 2024 from ? 78.94 Lakhs in F.Y. 2023

Finance Cost

The Finance Cost for F.Y. 2024 was ? 3.51 Lakhs as compared to ? 1.64 Lakhs for the F.Y. 2023. It consists of interest on Car Loan taken and Bank charges.

Depreciation

The Depreciation for F.Y. 2024 was decreased by 9.59% to ? 13.76 Lakhs in F.Y. 2024 as compared to ?15.22 Lakhs in F.Y. 2023.

Other Expenses

The other expenses, in the F.Y. 2024 were ? 74.81 Lakhs as compared to ? 51.87 Lakhs for the F.Y. 2023 which shows an increase of 44.23%. An increase in other expenses was majorly due to increase in business promotion expenses to ? 36.81 Lakhs in F.Y. 2024 for attracting travelers.

Tax expenses

Our tax expenses increased to ? 39.89 Lakhs for F.Y. 2024 from ? 18.53 Lakhs for F.Y. 2023, primarily due to increase in profit before tax.

Profit after Tax (PAT)

Due to the above - mentioned reasons PAT was increased from ? 65.08 Lakhs in F.Y. 2023 to ? 111.92 Lakhs in F.Y. 2024. The profit after tax increased by 71.97% as compared to F.Y. 2023.

Comparison Of Financial Year Ended March 31, 2023 to Financial Year Ended March 31, 2022:

Total Revenue

Our total revenue increased by 181.18 % to ? 1176.25 lakhs for the financial year ended March 31, 2023 from ? 1,176.25 Lakhs from the financial year ended March 31, 2022.

Revenue from Operations

The revenue from operations for the F.Y. 2023 was ? 1,170.47 Lakhs from ? 412.54 Lakhs during the F.Y. 2022. The revenue of the Company has increased in the year FY 2023 by 183.72 %.

Other Income

In the F.Y. 2023 other income was ? 5.78 Lakhs. There was no change in other income as compared to F.Y. 2022.

Expenditure

Cost of Operation

Cost of Operation expenses for F.Y. 2023 was increased by 186.63 % to ? 912.61 Lakhs as compared to ^318.39 Lakhs in F.Y. 2022. The increase in Cost of Operations is due to increase in bookings, made on behalf of customers as travelling increased around travelling destinations served by us.

Employee Benefits Expenses

The Employee expenses for F.Y. 2023 was increased by 112.16 % to ? 111.30 Lakhs as compared to ? 52.46 Lakhs in F.Y. 2022. The increase is due to increase in salary & wages paid during the year has increased to ?78.94 Lakhs in F.Y. 2023 from ? 36.49 Lakhs in F.Y. 2022.

Finance Cost

The Finance Cost for F.Y. 2023 was ? 1.64 Lakhs as compared to ? 0.59 Lakhs for the F.Y. 2022 which consists of interest on Car Loan taken and Bank charges.

Depreciation

The Depreciation for F.Y. 2023 was increased by 745.56 % to ? 15.22 Lakhs in F.Y. 2023 as compared to ?1.80 Lakhs in F.Y. 2022. The reason of increase is due to additions being made during the year in Plant and Equipment, Building and Computer & Accessories.

Other Expenses

The other expenses, in the F.Y. 2023 were ? 51.87 Lakhs as compared to ? 16.39 Lakhs for the F.Y. 2022 which shows an increase of 216.47 %. Increase in other expenses was majorly due to increase in business promotion expenses to ? 16.22 Lakhs in F.Y. 2023 for attracting travelers.

Tax expenses

Our tax expenses increased to ? 18.53 Lakhs for F.Y. 2023 from ? 8.8 Lakhs for F.Y. 2022, primarily due to increase in revenue/profit.

Profit after Tax (PAT)

Due to the above - mentioned reasons PAT was increased from ? 19.89 Lakhs in F.Y. 2022 to ? 65.08 Lakhs in F.Y. 2023. The profit after tax increased by 227.20% as compared to F.Y. 2022.

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

1. Unusual or infrequent events or transactions

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

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

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

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

Income and sales of our Company on account of main activities derives from operational receipt from our customers.

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

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

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

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

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

The increase in revenue is by and large linked to increase in volume of all the activities carried out by the Company.

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

The Company is engaged in the business of Travel and Tourism, as available, has been included in the Chapter titled "Industry Overview" beginning on page 89 of this Prospectus.

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

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

9. The extent to which business is seasonal.

Our Companys business is seasonal.

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

We are not dependent on any customers or suppliers.

	Suppliers			Customers
Particulars	As at March 31, 2024	As at March 31, 2023	As at March 31, 2022	As at March 31, 2024	As at March 31, 2023	As at March 31, 2022
Top 10 suppliers/ customers (? in Lakhs)	335.24	912.60	91.41	136.71	1,170.47	46.76
% to total purchase/sales	18.90%	31.20%	28.71%	6.27%	3.51%	11.33%

We do not have any material dependence on a single or few supplier or customers. We have a wide customer base and do not have any material dependence on any particular customer.

11. Competitive conditions.

Competitive conditions are as described under the Chapter titled "Industry Overview" and "Business Overview" beginning on pages 89 and 110, respectively of this Prospectus.

Material developments subsequent to March 31, 2024

Except as disclosed in this Prospectus, there are no significant developments or circumstances that have arisen since March 31, 2024, the date of the last financial statements included in this Prospectus.

Further, except as disclosed in this Prospectus, there are no circumstances that have arisen since March 31, 2024, the date of the last financial statements included in this Prospectus, which materially and adversely affect or is likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months.