Skyways Air Services Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our "Restated Consolidated Financial Information" beginning on page 365.

This section may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see "Forward Looking Statements" beginning on page 27. Also read "Risk Factors" beginning on page 29, for a discussion of certain factors that may affect our business, financial condition or results of operations.

Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal Years ended on March 31, 2026, 2025 and 2024 included herein is derived from the Restated consolidated Financial Information, included in this Red Herring Prospectus, have been prepared in accordance with requirements of the Companies Act and Ind AS and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. For further information, see "Restated Consolidated Financial Information" beginning on page 365.

Unless the context otherwise requires, in this section, references to "our Company" or "the Company" refers to Skyways Air Services Limited on a standalone basis, and references to "we", "us", "our" refers to Skyways Air Services Limited and its Subsidiaries on a consolidated basis.

OVERVIEW

Established in 1984, Skyways Air Services Limited ("SASL"), is a long-standing participant of Indias air freight forwarding and logistics sector. As per World ACD market Data, Our Company is consistently ranked No. 1 "Air Freight Forwarder" in terms of AWBs generation by World ACD for last four calendar years 2025, 2024, 2023 and 2022 (Source: World ACD Market Data). It means our company handles maximum number of air cargo consignments from India to worldwide. We are actively engaged in providing a comprehensive suite of services, including air freight forwarding, ocean freight forwarding, warehousing, custom broking and a wide range of Value-Added Services (VAS) to support the diverse needs of its clientele across domestic and international markets. Our company began its operations as a Custom House Agent (CHA), now known as a Custom Broker License holder and has progressively expanded its service offerings over the years in response to evolving market requirements and international trade dynamics. With over four decades of industry experience, SASL has built a well- integrated logistics infrastructure that offers end-to-end support across the supply chain.

We have a strong pan-India and global network to meet the needs of our customers across a wide range of industries including medical supplies and pharma, sports goods, perishables, electronics, consumer durables and automotive etc. Our experienced team can handle all logistics movements using advanced systems and processes to overcome any challenges. We are flexible in our approach to managing the supply chains effectively, along with the identification of the best routes to move shipments and the best pricing options.

For further details please refer "Our Business" beginning on page 250.

SIGNIFICANT MATERIAL DEVELOPMENTS SUBSEQUENT TO THE FINANCIAL YEAR

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Red Herring Prospectus, except those mentioned below, there have not arisen any circumstance that materially and adversely affect or are likely to affect the business activities or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as mentioned below:

1) Acquisition of 100% equity shareholding in Wintop Logistics Ind Private Limited for a consideration of Rs 1 lakh, pursuant to which the company became a wholly owned subsidiary of Skyways Air Services Limited with effect from May 06, 2026.

2) Sanction of additional fund-based working capital facilities aggregating to Rs 5,000 lakhs by ICICI Bank Limited on May 26, 2026, comprising interchangeable Cash Credit and Working Capital Demand Loan limits, bearing interest at 7.76% p.a.

3) Mr. M Ganesh retired as General Manager - Sales and Marketing of our Company w.e.f. 31.05.2026.

KEY FACTORS THAT MAY AFFECT OUR RESULTS OF SERVICES

Our results of services have been, and will be, affected by many factors, some of which are beyond our control. Our results of services and financial conditions are affected by numerous factors including the following:

1. Dependence on Trade Volumes and Economic Conditions

Our business operations and financial performance are closely linked to the volume of trade, both within India and globally. The demand for our freight forwarding and logistics services is primarily driven by the movement of goods across domestic and international markets. A slowdown in economic activity, whether due to declining industrial output, lower consumer demand, or reduced GDP growth can result in decreased cargo volumes, which may adversely affect our revenues and profitability.

We are also exposed to various external factors that influence global trade flows, including changes in international trade agreements, the imposition of tariffs or other trade restrictions, and evolving geopolitical developments. Events such as international conflicts, sanctions, or diplomatic tensions can disrupt established supply chains, alter trade routes, or delay shipments, thereby impacting our operations. In such scenarios, we may experience reduced demand for our services or face increased operational complexities and costs.

Our customer base spans several key sectors such as pharmaceuticals, textiles, automotive, electronics, and consumer goods. These industries are themselves influenced by broader economic conditions. Any contraction in production or a reduction in import-export activity in these sectors· resulting from weaker global demand, regulatory changes, or cost pressures·can lead to a decline in the cargo volumes we handle. In addition, our business is subject to seasonal fluctuations, with certain periods seeing higher volumes due to festivals, inventory cycles, or export deadlines. These seasonal factors can contribute to variability in our operating performance across quarters.

2. Volatility in Fuel Prices and Exposure to Exchange Rate Fluctuations

Our cost structure is significantly influenced by the prices of fuel, including aviation turbine fuel (ATF), diesel, and marine fuel, which are essential inputs for the transportation and freight forwarding services we provide. Fuel-related expenses form a material component of the overall cost of operations, particularly in air and ocean freight forwarding.

The fuel price volatility directly impacts the operational costs of transportation providers we rely on, including airlines, shipping lines, and road freight operators. If these third-party providers increase their rates in response to rising fuel costs, we may face higher procurement expenses. Depending on market conditions, we may not be able to pass these increased costs onto our customers in a timely or full manner, depending on contractual arrangements, competitive pricing pressures, and prevailing market conditions. In such cases, our margins may be adversely affected. Even in instances where fuel surcharges are applicable, there may be a lag between the rise in fuel prices and the implementation or revision of corresponding surcharges, which could negatively impact our profitability during that interim period. The prices of these fuels are subject to frequent fluctuations due to various factors, including changes in global crude oil prices, regional supply-demand dynamics, taxation policies, and geopolitical events.

3. Exposure to Sectoral Trends and Shifts in Global Supply Chain Dynamics

Our business is directly influenced by the performance of key industries that form a significant part of our customer base, including pharmaceuticals, textiles, automotive, electronics, and consumer goods. These sectors are subject to cyclical trends and are sensitive to broader macroeconomic conditions, both in India and globally. Any reduction in production activity, imports, or exports in these sectors arising from regulatory changes, declining demand, cost pressures, or supply disruptions may lead to a corresponding decrease in freight volumes handled by us. Such reductions can adversely impact our revenue and operating margins.

We are also subject to the seasonal nature of trade activity. Certain periods, such as pre-festive seasons or financial year-end cycles, typically see increased cargo movement, while others may reflect lower volumes. These fluctuations in demand affect the utilisation of our infrastructure and resources and may lead to variations in our operational and financial performance across quarters.

4. Ability to keep a satisfied strong, experienced management team and qualified workforce

One of the most demanding and challenging work is to keep satisfied with our entire workforce and entire management team. Its a very time-consuming process with a nonstop distribution of work assignment and planning operations. Besides, there are participating teams who also need supervision during the work, hence there is need for constant monitoring now and then.

A significant increase in our employees attrition rate could also result in decreased operational efficiencies and productivity. Attracting and retaining experienced and qualified senior management could require increasing compensation and benefit payable to such personnel, which could affect our financial condition and results of operations.

KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP (GENERALLY ACCEPTED ACCOUNTING PRINCIPLES) MEASURES

In evaluating our business, we consider and use certain non-GAAP financial measures and key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these non-GAAP financial measures and key performance indicators is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information. We present these non-GAAP financial measures and key performance indicators because they are used by our management to evaluate our operating performance. These non-GAAP financial measures are not defined under Ind AS and are not presented in accordance with Ind AS. The non-GAAP financial measures and key performance indicators have limitations as analytical tools. Further, these non-GAAP financial measures and key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation.

EBITDA and EBITDA Margin

EBITDA is defined as profit for the year, plus total tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier years), finance costs and depreciation and amortization expenses less other income. EBITDA margin is defined as our EBITDA as a percentage of revenue from operations.

The following table reconciles our profit/loss after tax less other income (an Ind AS financial measure) to EBITDA for the periods indicated based on the Restated Consolidated Financial Statements.

(Rs in lakhs)

Particulars	For the Fiscal Year ended March 31,
	2026	2025	2024
Restated (loss) / profit after tax less other income	3,675.20	2,496.97	679.77
Add: Total Tax Expense	2,415.86	1,900.68	1,388.70
Add: Finance Costs	4,807.64	2,881.38	1,877.40

 

Particulars	For the Fiscal Year ended March 31,
	2026	2025	2024
Add: Depreciation and amortization expenses	1,666.16	1,369.83	888.55
Earnings before interest, taxes, depreciation and amortization expenses (EBITDA)	12,564.86	8,648.86	4,834.42
Revenue from operations	2,81,289.89	2,24,782.49	1,28,911.01
EBITDA Margin %	4.47%	3.85%	3.75%

The following table sets forth certain key performance indicators for the periods indicated based on the Restated Consolidated Financial Statements:

(Rs in lakhs)

Particulars	For the Fiscal Year ended March 31			CAGR%*
	2026	2025	2024
Revenue from Operations	2,81,289.89	2,24,782.49	1,28,911.01	47.72%
EBITDA (1)	12,564.86	8,648.86	4,834.42	61.22%
EBITDA Margin (%) (2)	4.47%	3.85%	3.75%	-
PAT	6,352.38	4,813.97	3,449.35	35.71%
PAT Margin (%) <3>	2.26%	2.14%	2.68%	-
ROE <4>	14.15%	19.52%	22.37%	-
ROCE <5>	18.11%	14.61%	15.57%	-

* * CAGR has been calculated for FY24 to FY26.

1. EBITDA is calculated as Profit for the year, plus total tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier years), finance costs and depreciation and amortization expenses less other income.

2. EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations.

3. PAT Margin is calculated as restated PAT for the year as a percentage of revenue from operations.

4. ROE is calculated as restated PAT attributable to the parent for the year divided by average shareholders equity attributable to parent.

5. ROCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes excluding other income divided by capital employed where capital employed is taken as sum total of equity share capital, reserve and surplus, long-term borrowings and non-controlling interest.

PRESENTATION OF FINANCIAL INFORMATION

The Restated Consolidated Financial Information of our company comprise of the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2026, March 31, 2025 and March 31, 2024, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Cash Flow and the Restated Consolidated Statement of Changes in Equity for years ended March 31, 2026, March 31, 2025, March 31, 2024, and the summary statement of material accounting Policies and Explanatory Information (Collectively, the "Restated Consolidated Financial Information"). These Restated Consolidated Financial Information of our company has been approved by the Board of Directors of the Holding Company on June 26, 2026, and have been specifically prepared by the Management of the Holding Company for the purpose of inclusion in the Red Herring Prospectus/ Prospectus ("RHP/Prospectus") in connection with the proposed Initial Public Offering ("IPO") of its equity shares (referred to as the "Offer").

The Restated Consolidated Financial Information comply in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies Act, 2013 ("the Act"), read with Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other applicable guidance.

The Restated Consolidated Financial Information has been prepared by the Management of the Holding Company to comply in all material respects with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act").

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("the SEBI ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended (the "Guidance Note").

These Restated Consolidated Financial Information have been compiled by the Management from:

a) Audited Consolidated Financial Statements of our Company as at and for the years ended on March 31, 2026 and March 31, 2025 ,prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS" ) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on June 26, 2026 and September 08, 2025 respectively.

b) Special Purpose Audited Consolidated converged Ind AS Financial Statements (based on the previously issued audited financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, as adjusted for differences in the accounting principles adopted by the company on transition to the Indian Accounting Standards - Ind AS ) of the Group as at and for the financial years ended March 31, 2024 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India (the "Special Purpose Consolidated Ind AS Financial Statements") , which have been approved by the Board of Directors at their meeting held on June 23, 2025.

c) Audited consolidated financial statements of our Company as at and for the year ended on March 31, 2024 prepared in accordance with Accounting Standard (referred to as "AS") as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2006, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September 28, 2024.

In accordance with the principles of Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors and Paragraph 40A of Ind AS 1, Presentation of Financial Statements, the management has restated the comparative financial information for correction of certain material prior period errors pertaining to deferred tax liabilities on fair valuations of certain investments, offsetting of tax assets and tax liabilities, recognition of prepaid CSR expenses, related tax impact and certain balance sheet reclassifications/regroupings.

As required under Ind AS 33 - Earnings per share, the effect of such bonus issue is adjusted to the weighted average number of equity shares outstanding during the reporting periods for the purpose of computing earnings per equity share for all the period presented retrospectively. As a result, the effect of such bonus issue has been considered in this Restated Consolidated Financial Information for the purpose of calculating earnings per equity share.

These Restated Consolidated Financial Information do not reflect the effects of the events that occurred subsequent to the respective dates of board meetings held for approval of Special Purpose Consolidated Financial Statements and Statutory Purpose Consolidated Financial Statements as at and for years ended March 31, 2026, March 31, 2025 and March 31, 2024, except for the bonus issue as mentioned above.

The Restated Consolidated Financial Information have been prepared so as to contain information / disclosures and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations:

- Adjustments to the profits or losses of the earlier years for the changes in accounting policies if any to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these years and of material errors, if any;

- Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, retrospectively for the year ended on March 31, 2026, March 31, 2025 and March 31,

2024, in order to bring them in line with the groupings as per the Restated Consolidated Financial Information and the requirements of the SEBI ICDR Regulations, if any; and

- The resultant impact of tax due to the aforesaid adjustments, if any.

SIGNIFICANT ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations is based on the Restated Consolidated Financial Information. For details of significant accounting policies followed by us while preparing our financial statements, see "Restated Consolidated Financial Information" beginning on page 365.

OUR BALANCE SHEET ITEMS

(Amount in Lakhs)

Particulars	For the Fiscal Year ended on March 31
	2026	2025	2024
I. ASSETS
1. Non - current assets
a) Property, Plant and Equipment	12,153.22	11,008.68	7,041.04
b) Capital work-in-progress	7,512.79	4,438.35	2,957.40
c) Goodwill	9,865.95	9,381.45	1,748.48
d) Other Intangible Assets	1,459.41	1,271.78	1,176.15
e) Intangible assets under development	1,491.11	1,563.31	1,099.59
f) Right of Use Assets	226.85	629.39	559.89
g) Financial assets
- Investments	101.38	105.82	37.49
- Other financial assets	5,807.65	5,401.47	4,196.41
h) Income Tax Assets (net)	1,970.36	2,323.32	706.25
i) Deferred tax assets (net)	679.78	27.74	338.40
j) Other non-current assets	1,739.12	903.53	868.85
Total Non-Current Assets	43,007.62	37,054.84	20,729.95
2. Current assets
a) Inventories	79.25	71.70	40.72
b) Financial assets
- Investments	2,823.93	2,661.47	1,952.36
- Trade receivables	57,947.65	45,596.83	31,803.65
- Cash and cash equivalents	12,820.66	14,122.33	7,015.09
- Bank Balance other than above	5,933.31	5,235.37	1,628.27
- Loans	117.11	98.91	50.28
- Other Financial assets	16,688.16	12,485.38	12,355.13
c) Other Current Assets	11,292.11	14,837.35	3,459.92
d) Assets classified as held for sale	114.09	-	-
Total Current Assets	1,07,816.27	95,109.34	58,305.42
TOTAL ASSETS	1,50,823.89	1,32,164.18	79,035.37
II. EQUITY AND LIABILITIES
A. Equity
a) Equity Share capital	11,644.52	11,242.59	1,043.65
b) Other equity	21,619.69	13,471.46	14,382.13
Equity attributable to equity holders of the parent	33,264.21	24,714.05	15,425.78
c) Non-Controlling Interest	16,209.31	14,517.86	3,179.81
Total Equity	49,473.52	39,231.91	18,605.59
B. Liabilities
1. Non - Current Liabilities
a) Financial liabilities
- Borrowings	10,717.66	10,586.94	6,742.94
- Lease liabilities	47.08	429.99	450.46
- Other Financial Liabilities	53.35	159.01	135.60
b) Provisions	642.32	511.45	366.59
Total Non-Current Liabilities	11,460.41	11,687.39	7,695.59
2. Current liabilities
a) Financial liabilities
- Borrowings	51,688.02	45,256.20	28,990.59
- Lease liabilities	198.50	224.84	176.93
- Trade payables
i. total outstanding dues of micro and small enterprises	592.58	456.04	184.23
ii. total outstanding dues of creditors other than micro and small enterprises	33,858.86	24,087.90	20,751.55
- Other financial liabilities	1,102.29	8,674.16	575.63
b) Other current liabilities	2,161.11	2,278.96	1,534.78
c) Provisions	111.34	90.59	439.98
d) Current tax liabilities (net)	177.26	176.19	80.50
Total Current Liabilities	89,889.96	81,244.88	52,734.19
Total Liabilities	1,01,350.37	92,932.27	60,429.78
Total Equity and Liabilities	1,50,823.89	1,32,164.18	79,035.37

DISCUSSION ON MAJOR BALANCE SHEET ITEMS March 31, 2026 compared with March 31, 2025:

Property, Plant and Equipment and Capital work-in-progress

(Rs in lakhs)

Particulars	2025-26	2024-25	Variance in %
Property, Plant and Equipment	12,153.22	11,008.68	10.40%
Capital work-in-progress	7,512.79	4,438.35	69.27%
Total	19,666.01	15,447.03	27.31%

As at March 31, 2026, the net carrying value of Property, Plant and Equipment ("PPE") stood at Rs 12,153.22 lakhs, representing an increase of 10.40% from Rs 11,008.68 lakhs as at March 31, 2025. The increase in PPE during FY 2025-26 was primarily attributable to additions of Rs 2,882.18 lakhs during the year, mainly towards acquisition of freehold land, vehicles, furniture and fixtures, electrical equipment, office equipment and computers, partially offset by depreciation, disposals and reclassification of certain assets as held for sale.

The movement in PPE during FY 2025-26 is set out below:

(Rs in lakhs)

Particulars	Freehold Land	Leasehold improvement	Building	Plant & machinery	Furniture & Fixtures	Vehicles	Electrical Equipment	Office equipment	Computers	Total
Gross Carrying Value
Balance as on March 31, 2025	2,319.69	314.42	3,119.67	141.12	1,831.33	3,946.65	433.23	314.78	428.85	12,849.74
Additions	2,019.09	37.39	-	-	196.56	347.25	128.05	55.78	98.06	2,882.18
Classified as held for sale	-	-	(121.07)	-	-	-	-	-	-	(121.07)
Disposal/ Adjustments	-	(4.69)	(569.66)	-	-	(106.94)	-	-	(0.30)	(681.59)
Balance as on March 31, 2026	4,338.78	347.12	2,428.94	141.12	2,027.89	4,186.96	561.28	370.56	526.61	14,929.26
Accumulated Depreciation
	-	141.70	109.58	26.94	543.35	1,433.51	101.25	133.35	286.36	12,776.04
Net Carrying Value
Balance As on March 31, 2026	4,338.78	205.42	2,319.36	114.18	1,484.54	2,753.45	460.03	237.21	240.25	12,153.22

The increase in PPE was primarily driven by the acquisition of freehold land amounting to Rs 2,019.09 lakhs, which forms part of our Companys long-term infrastructure expansion strategy. The land, located at Mahipalpur, Delhi, has been acquired to expand owned office infrastructure, reduce reliance on leased premises and support future operational growth. Our Company also invested Rs 347.25 lakhs

towards acquisition of vehicles, representing a combination of fleet renewal and incremental expansion. The vehicles have been acquired for official and business travel purposes to reduce dependence on outsourced transportation and support existing operations. In addition, investments in furniture & fixtures, electrical equipment, office equipment and computers were made to strengthen our operational infrastructure. During FY 2025-26, our Company disposed/adjusted assets amounting to Rs 681.59 lakhs, primarily comprising building assets of Rs 569.66 lakhs and vehicles of Rs 106.94 lakhs. The building disposal formed part of the commercial arrangement entered into at the time of acquisition of the 51% equity stake in Odyssey Logistics Private Limited, pursuant to which the office premises were transferred back to the erstwhile promoter while we continue to occupy the premises under a rental arrangement. Accordingly, the transaction did not impact our operations. Further, building with a gross carrying value of Rs 121.07 lakhs and a net carrying amount of Rs 114.09 lakhs was classified as held for sale as at March 31, 2026. Accumulated depreciation increased from Rs 1,841.06 lakhs as of March 31, 2025 to Rs 2,776.04 lakhs as at March 31, 2026, reflecting depreciation on the expanded asset base. However, continued capital investments resulted in an overall increase in the net carrying value of PPE.

Capital Work-in-Progress

Capital Work-in-Progress increased by 69.27%, from Rs 4,438.35 lakhs as at March 31, 2025 to Rs 7,512.79 lakhs as at March 31, 2026, primarily due to expenditure incurred towards construction of a new office facility at Mahipalpur and development of a warehouse at Okhla. These projects are intended to strengthen our owned infrastructure, reduce reliance on leased office and warehousing facilities, and support future business growth. As at March 31, 2026, Rs 733.28 lakhs of CWIP had remained under development for more than three years. However, management has confirmed that no capital projects have exceeded their approved budgets or experienced cost overruns.

Goodwill

(Rs in lakhs)

Particulars	2025-26	2024-25	Variance in %
Sgate Tech Solutions Private Limited	23.99	23.99	-
Forin Container Line Private Limited	387.53	387.53	-
Rahat Continental Private Limited	103.63	103.63	-
SLS Retail Supermart Private Limited	133.20	133.20	-
RIV Worldwide Limited	1,100.13	1,100.13	-
CTC Air Carrier Private Limited	338.53	338.53	-
Odyssey Logistics Private Limited	7,778.94	7,294.44	6.64%
Total	9,865.95	9,381.45	5.16%

Goodwill increased by 5.16%, from Rs9,381.45 lakhs as at March 31, 2025 to Rs9,865.95 lakhs as at March 31, 2026. This was primarily attributable to a 6.64% increase in Goodwill relating to the acquisition of Odyssey Logistics Private Limited, which rose to Rs7,778.94 lakhs in FY 2025-26. The increase was on account of an additional consideration of Rs484.50 lakhs (Rs4.845 crore) paid pursuant to the addendum dated March 24, 2026 to the Share Purchase Agreement towards the acquisition of property held in the name of Odyssey Logistics Private Limited. The acquisition of Odyssey Logistics Private Limited strengthens our presence in the specialized pharmaceutical logistics segment by complementing our integrated logistics and freight forwarding business with temperature-controlled handling and regulatory compliance capabilities, while also expanding our international footprint through Odyssey Logistics USA LLC to access the U.S. market.

Inventories

(Rs in lakhs)

2025-26	2024-25	Variance in %
79.25	71.70	10.53%

Inventories of our Company, which relate to SLS Retail SuperMart Pvt. Ltd., increased from Rs 71.70 lakhs to Rs 79.25 lakhs, reflecting a year-on-year increase of 10.53%.

Current Investments

(Rs in lakhs)

2025-26	2024-25	Variance in %
2,823.93	2,661.47	6.10%

Current investments increased from Rs 2,661.47 lakhs in FY 2024-25 to Rs 2,823.93 lakhs in FY 2025-26, representing a year-on-year increase of 6.10%. The increase pertains to appreciation in Investment Value of Mutual Investments and purchase of additional 20,662 units in HDFC Low Duration Fund - Regular Plan. The current investments are lien marked with NBFCs and Banks against Working Capital facilities.

Trade Receivables

(Rs in lakhs)

2025-26	2024-25	Variance in %
57,947.65	45,596.83	27.09%

Trade receivables increased by 27.09%, from Rs 45,596.83 lakhs as at March 31, 2025 to Rs 57,947.65 lakhs as at March 31, 2026, primarily due to growth in business operations. The increase was broadly in line with the growth in revenue from operations, which increased by 25.14% from Rs 2,24,782.49 lakhs in FY 2024-25 to Rs 2,81,289.89 lakhs in FY 2025-26. Our Days Sales Outstanding (DSO) remained stable at 75 days in FY 2025-26 compared to 74 days in FY 2024-25, indicating that receivables growth was commensurate with revenue growth. Allowance for expected credit losses increased from Rs 272.27 lakhs as at March 31, 2025, to Rs 352.52 lakhs as at March 31, 2026, primarily due to additional provisions recognised during the year, partially offset by utilization and reversal of provisions.

Trade Payables

(Rs in lakhs)

2025-26	2024-25	Variance in %
34,451.44	24,543.94	40.37%

Trade payables increased by 40.37%, from Rs 24,543.94 lakhs as at March 31, 2025 to Rs 34,451.44 lakhs as at March 31, 2026, primarily due to increased business activity and higher operational volumes during the year. The increase was broadly aligned with the growth in our Companys cost of services and procurement requirements. The increase was mainly attributable to dues of creditors other than micro enterprises and small enterprises, which increased from Rs 24,087.90 lakhs to Rs 33,858.86 lakhs. Our DPO increased from 44 days in FY 2024-25 to 50 days in FY 2025-26, calculated based on trade payables and cost of sales during the year, reflecting higher operating scale and increased business volumes. As at March 31, 2026, the majority of trade payables were either not due or outstanding for less than one year, with no disputed dues reported. Trade payables are unsecured, non-interest bearing and are generally settled within the agreed credit period of up to 90 days.

Borrowings - Long-Term

(Rs in lakhs)

2025-26	2024-25	Variance in %
10,717.66	10,586.94	1.23%

 

Particulars	2025-26	2024-25
Term Loan (Gross)	15,628.77	13,129.93
Less: Current maturities of Term Loan	(5,921.31)	(4,032.77)
A. Term Loan (Net)	9,707.46	9097.16
Vehicle Loan (Gross)	1,612.77	2,871.76
Less: Current maturities of Vehicle Loan	(602.57)	(1,381.98)
B. Vehicle Loan (Net)	1,010.20	1,489.78
Total (A+B)	10,717.66	10,586.94

Long-term borrowings increased marginally by 1.23%, from Rs 10,586.94 lakhs as at March 31, 2025 to Rs 10,717.66 lakhs as at March 31, 2026. Our term loans are primarily utilized to support its inorganic

growth strategy and long-term infrastructure expansion. A portion of the borrowings is secured by a pledge of the Companys 51% shareholding in Odyssey Logistics Private Limited, relating to the acquisition of the subsidiary, while other facilities have been utilized to finance strategic capital investments, including land at Mahipalpur and the Okhla warehousing project. The borrowings are secured against a combination of immovable properties, current assets, fixed deposits and corporate/personal guarantees, and continue to support our capital expenditure requirements, business expansion and working capital needs. Scheduled repayments of vehicle loans during the year resulted in a reduction in the outstanding vehicle loan balance.

Borrowings - Short-Term

(Rs in lakhs)

2025-26	2024-25	Variance in %
51,688.02	45,256.20	14.21%

 

Particulars	2025-26	2024-25
Secured Borrowings
Working Capital Deman Loan	36,462.31	32,424.24
Overdraft Facility	7,622.45	7,369.15
Short Term Loan	1,007.64	-
Credit Card Facilities	0.50	-
Total	45,092.90	39,793.39
Unsecured Borrowings
Borrowings from others	71.24	48.06
Total	71.24	48.06
Current Maturities of Long-term borrowings	6,523.88	5,414.75
Grand Total	51,688.02	45,256.20

Short-term borrowings increased by 14.21%, from Rs 45,256.20 lakhs as at March 31, 2025 to Rs 51,688.02 lakhs as at March 31, 2026, primarily due to increased working capital requirements arising from growth in business operations. The increase was mainly attributable to a rise in Working Capital Demand Loans, which increased from Rs 32,424.24 lakhs to Rs 36,462.31 lakhs, an increase in Overdraft Facilities from Rs 7,369.15 lakhs to Rs 7,622.45 lakhs, and utilization of a short-term loan of Rs 1,007.64 lakhs during the year. The additional borrowings were utilized to support our working capital requirements arising from increased freight forwarding activities, particularly growth in air freight operations. The increase in borrowings was in line with the growth in our revenue and trade receivables during FY 2025-26.

Other Current Financial Liabilities

(Rs in lakhs)

Particulars	2025-26	2024-25	Variance in %
Capital Creditors	113.44	55.06	106.03%
Trade/Security Deposits	151.53	23.20	553.15%
Payable for investment in Subsidiary	-	7,992.00	-
Employees due payable	778.96	603.90	28.99%
Book Overdraft	58.32	-	-
Unclaimed Dividend	0.04	-	-
Total	1,102.29	8,674.16	(87.29%)

Other Current Liabilities decreased by 87.29%, from Rs 8,674.16 lakhs as at March 31, 2025 to Rs 1,102.29 lakhs as at March 31, 2026. The decline was primarily attributable to the settlement of the outstanding amount payable towards investment in a subsidiary, which reduced from Rs 7,992.00 lakhs as at March 31, 2025 to nil as at March 31, 2026. Excluding this one-time settlement, other components of current liabilities witnessed an increase during the year, with capital creditors increasing from Rs 55.06 lakhs to Rs 113.44 lakhs, trade/security deposits increasing from Rs 23.20 lakhs to Rs 151.53 lakhs, and employees dues payable increasing from Rs 603.90 lakhs to Rs 778.96 lakhs, primarily reflecting normal business operations and growth in operational activities.

March 31, 2025 compared with March 31, 2024:

Property, Plant and Equipment and Capital work-in-progress

(Rs in lakhs)

Particulars	2024-25	2023-24	Variance in %
Property, Plant and Equipment	11,008.68	7,041.04	56.35%
Capital work-in-progress	4,438.35	2,957.40	50.08%

As at March 31, 2025, the net carrying value of PPE increased by 56.35% to Rs 11,008.68 lakhs from Rs 7,041.04 lakhs as at March 31, 2024. The increase was primarily attributable to additions to PPE during the year, including additions recognized on account of acquisitions, partially offset by depreciation and minor disposals, as reflected in the table.

(Rs in lakhs)

Particulars	Freehold Land	Leasehold improvement	Building	Plant & machinery	Furniture & Fixtures	Vehicles	Electrical Equipment	Office equipment	Computers	Total
Gross Carrying Value
Balance as on March 31, 2024	2,319.69	232.69	754.11	73.59	1,352.75	2,631.69	172.37	203.25	266.85	8,006.99
Additions	-	75.18	1,674.83	67.53	367.85	987.17	255.10	80.72	143.51	3,651.89
Additions on account of acquisition	-	6.55	690.73	0.01	110.75	382.28	5.77	31.13	18.59	1,245.81
Disposal/ Adjustments	-	-	-	(0.01)	(0.02)	(54.49)	(0.01)	(0.32)	(0.10)	(54.95)
Balance as on March 31, 2025	2,319.69	314.42	3,119.67	141.12	1,831.33	3,946.65	433.23	314.78	428.85	12,849.74
Accumulated Depreciation
	-	98.52	81.19	17.76	378.72	963.03	54.68	82.61	164.55	1,841.06
Net Carrying Value
Balance As on March 31, 2025	2,319.69	215.90	3,038.48	123.36	1,452.61	2,983.62	378.55	232.17	264.30	11,008.68

Additions on account of acquisitions

During FY 2024-25, our Company acquired a 51% equity stake in Odyssey Logistics Private Limited pursuant to a share purchase agreement dated January 27, 2025, and a 51% equity stake in CTC Air Carriers Private Limited pursuant to a memorandum of understanding dated August 14, 2024. Pursuant to these acquisitions, additions to PPE were recognised in the consolidated financial statements, primarily relating to buildings, vehicles, furniture and fixtures and other supporting asset categories, as presented in the table.

Other additions

In addition to acquisition-related additions, our Company incurred capital expenditure towards construction of an office building on leasehold land at A-390 B, Village Mahipalpur, New Delhi, 110037 taken on lease from the promoters, and towards purchase of vehicles, including trucks deployed at its subsidiary, Phantom Road Express Private Limited, and vehicles for operational use, contributing to the increase in relevant asset classes.

Accumulated depreciation increased in line with the expanded asset base. Notwithstanding the increase in depreciation, the net carrying value of PPE increased during the year due to higher level of capitalisation, as reflected in the table.

Capital work-in-progress ("CWIP") increased by 50.08% to Rs 4,438.35 lakhs as at March 31, 2025 from Rs 2,957.40 lakhs as at March 31, 2024, primarily on account of ongoing infrastructure and operational expansion projects under execution as at the reporting date, which are expected to be capitalised upon completion.

Goodwill

(Rs in lakhs)

Particulars	2024-25	2023-24	Variance in %
Sgate Tech Solutions Private Limited	23.99	23.99	-
Forin Container Line Private Limited	387.53	387.53	-
Rahat Continental Private Limited	103.63	103.63	-

 

SLS Retail Supermart Private Limited	133.20	133.20	-
RIV Worldwide Limited	1,100.13	1,100.13	-
CTC Air Carrier Private Limited	338.53	-	-
Odyssey Logistics Private Limited	7,294.44	-	-
Total	9,381.45	1,748.48	436.55%

During the period under review, our Company recorded goodwill arising from multiple strategic acquisitions undertaken to expand its geographic presence, service offerings and customer base.

In FY 2023-24, our Company acquired a 51% equity stake in Rahat Continental Private Limited on October 27, 2023, a 51% equity stake in RIV Worldwide Limited on December 01, 2023, and a controlling interest in SLS Retail on February 08, 2024. The acquisition of RIV Worldwide Limited also resulted in gaining indirect control over its wholly owned subsidiaries, RIV Worldwide INC (Canada) and Bolt Freight INC (USA), which became the Companys step-down subsidiaries. The goodwill recognized from these acquisitions primarily reflects expected synergies such as expansion into international markets, strengthening of freight forwarding and logistics capabilities, diversification into the home furnishing and decor retail segment through SLS Retail, access to established customer relationships, and anticipated operational efficiencies from integration with our existing platform.

In FY 2024-25, we further expanded our footprint by acquiring a 51% equity stake in CTC Air Carriers Private Limited on August 14, 2024, and a 51% equity stake in Odyssey Logistics Private Limited, pursuant to which Odyssey Logistics USA LLC became a step-down subsidiary. Goodwill arising from these acquisitions reflects the anticipated benefits from enhanced air cargo capabilities, entry into new trade lanes and geographies, diversification of service offerings, and leveraging the management expertise, infrastructure and networks of the acquired entities.

Inventories

(Rs in lakhs)

2024-25	2023-24	Variance in %
71.70	40.72	76.08%

Inventories of the Company, which relate to SLS Retail Supermart Pvt. Ltd., increased from Rs 40.72 lakhs to Rs 71.70 lakhs, reflecting a year-on-year increase of 76.08%.

Current Investments

(Rs in lakhs)

2024-25	2023-24	Variance in %
2,661.47	1,952.36	36.32%

Current investments increased from Rs 1,952.36 lakhs in FY 2023-24 to Rs 2,661.47 lakhs in FY 2024-25, representing a year-on-year increase of 36.32%. This increase was primarily linked to higher borrowings during the year. In order to avail and maintain the enhanced borrowing facilities, we have increased our current investments, which were earmarked against the sanctioned borrowing limits in accordance with the terms of the financing arrangements. Accordingly, the increase in current investments was undertaken to meet lender-related earmarking requirements and prudent liquidity management considerations.

Trade Receivables

(Rs in lakhs)

2024-25	2023-24	Variance in %
45,596.83	31,803.65	43.37%

Trade receivables increased from Rs 31,803.65 lakhs as at March 31, 2024 to Rs 45,596.83 lakhs as at March 31, 2025, reflecting a year-on-year increase of 43.37%. The increase in trade receivables is primarily attributable to the significant growth in revenue from operations during FY 2024-25 as compared to FY 2023-24, coupled with our Companys normal credit terms of 50-70 days extended to its customers. The higher receivables balance is also reflective of increased business volumes, expansion of customer base, and higher contribution from subsidiaries consolidated for a longer period during the year.

Trade Payables

(Rs in lakhs)

2024-25	2023-24	Variance in %
24,543.94	20,935.78	17.23%

Trade payables increased from Rs 20,935.78 lakhs in FY 2023-24 to Rs 24,543.94 lakhs in FY 2024-25, reflecting a year-on-year increase of 17.23%. The increase in trade payables is primarily attributable to higher business volumes and the corresponding rise in operational activity during the year. We generally operate on credit terms of up to 30 days with airlines, while payments to shipping lines are typically settled on an immediate basis, resulting in limited credit availability in certain segments.

Borrowings - Long-Term

(Rs in lakhs)

2024-25	2023-24	Variance in %
10,586.94	6,742.94	57.01%

Long-term borrowings increased from Rs 6,742.94 lakhs as at March 31, 2024 to Rs 10,586.94 lakhs as at March 31, 2025, representing an increase of 57.01%, or Rs 3,844.00 lakhs, during the year. The increase in long-term borrowings was primarily attributable to capital expenditure incurred by our Company in furtherance of its business expansion and infrastructure development initiatives. During FY 2024-25, our Company was sanctioned a term loan of Rs 1,260.00 lakhs from HDFC Bank Limited for the purpose of funding capital expenditure. Additionally, we obtained a term loan of Rs 1,735.00 lakhs from Axis Bank Limited for the construction of its office building located at A-390 B, Village Mahipalpur, New Delhi, 110037, which is expected to support long-term operational requirements. Further, our Company has been sanctioned long-term working capital facilities amounting Rs 3,000.00 lakhs from SBM Bank (India) Limited. The increase in long-term borrowings reflects our focus on strengthening its asset base, enhancing operational capabilities, and supporting long-term growth, in line with its business strategy.

Borrowings - Short-Term

(Rs in lakhs)

2024-25	2023-24	Variance in %
45,256.20	28,990.59	56.11%

The working capital gap of our Company decreased marginally from Rs 24,265.23 lakhs as of March 31, 2024, to Rs23,705.89 lakhs as of March 31, 2025. This moderation during FY 2025 was primarily on account of acquisition consideration amounting to Rs 7,992.00 lakhs, which was reflected under current liabilities during the year. Please refer "Objects of the Offer- Funding working capital requirements of our company- Change in working capital gap in FY2025" at page 150 for further details.

However, excluding the impact of the aforesaid acquisition-related current liabilities, the working capital gap increased to Rs 31,697.89 lakhs as of March 31, 2025. The increase in the underlying working capital gap was attributable to higher operating scale and associated increases in current assets. To fund this enhanced working capital requirement, our Company availed additional short-term borrowings aggregating to Rs 16,265.61 lakhs during FY 2025, resulting in an increase in short-term borrowings as of March 31, 2025.

Other Current Financial Liabilities

(Rs in lakhs)

2024-25	2023-24	Variance in %
8,674.16	575.63	1,406.90%

Other current financial liabilities increased significantly from Rs 575.63 lakhs as at March 31, 2024, to Rs 8,674.16 lakhs as at March 31, 2025, representing an increase of 1,406.90%. The major component of this balance, amounting to Rs 7,992.00 lakhs, relates to payables towards investment in subsidiary companies. The substantial increase is primarily attributable to the consideration payable for strategic

investments in subsidiaries during the year, reflecting our ongoing expansion and consolidation initiatives. This underscores our Companys focus on strengthening its group structure and investment portfolio in line with its long-term growth strategy.

OVERVIEW OF REVENUE AND EXPENDITURE

Revenue and Expenses

Our revenue and expenses are reported in the following manner:

Total Revenue.

Our Total Revenue comprises of revenue from services and other income.

> Revenue from operations - Our revenue from services comprises of sale of services and products through customized supply chain solutions to our Air and ocean freight customers, warehousing facility and CHA services to our customers.

> Other Income - Our other income primarily includes income from interest from Bank on FDR, Foreign exchange fluctuation gains and other Miscellaneous income.

Expenses

Our total expenses comprise of (i) Cost of services (ii) Employee Benefits Expenses (iii) Depreciation and Amortization, (iv) Finance Cost and (v) Other Expenses.

> Cost of Services - Cost of Services includes airline, shipping lines and trucking freight payments, warehousing, customs clearance, and fuel expenses. It also covers packaging, labor, and the technology needed for operations. These costs are crucial for efficient service delivery and managing them effectively helps ensure profitability.

> Employee benefit expenses - Our employee benefit expenses mainly include Salaries and allowances, contribution to provident fund and other funds, gratuity & leave encashment and staff welfare expenses.

> Finance costs - Our finance costs include interest on secured and unsecured borrowings, interest on lease liabilities, interest on delay deposits of income tax, indirect tax and other bank charges.

> Depreciation and amortization expenses - Depreciation and amortization expenses majorly comprise (i) depreciation on property, plant and equipment, (ii) on lease hold land and (iii) on intangible assets.

> Other expenses - Other expenses primarily consist of Rent, Business promotion & advertisement, bank charges, professional & consultancy charges, Insurance expenses, Rates & taxes, Travelling expenses & conveyance, member ship & registration and foreign exchange fluctuation expenses.

OUR RESULTS OF OPERATIONS

The following table sets forth selected financial data from our Consolidated Restated Information of profit and loss for the Fiscal Years ended on March 31, 2026, 2025 and 2024, the components of which are also expressed as a percentage of total revenue for such periods: in lakhs)

Particulars	For the Year ended March 31,
	2026		2025		2024
	Amount	(%)*	Amount	(%)*	Amount	(%)*
Revenue:
Revenue from operations	2,81,289.89	99.06%	2,24,782.49	98.98%	1,28,911.01	97.90%
Other income	2,677.18	0.94%	2,317.00	1.02%	2,769.58	2.10%
(A)Total Revenue	2,83,967.07	100.00%	2,27,099.49	100.00%	1,31,680.59	100.00%
Expenses:
Cost of Services	2,50,690.56	88.28%	2,01,606.81	88.78%	1,13,725.85	86.36%
Purchase of stock in trade	106.49	0.04%	92.65	0.04%	1.93	0.00%
Changes in inventories of Finished Goods, WIP and stock in trade	(7.55)	(0.00%)	(30.98)	(0.01%)	0.10	0.00%
Employee benefits expense	11,741.46	4.13%	9,041.20	3.98%	6,593.86	5.01%
Finance costs	4,807.64	1.69%	2,881.38	1.27%	1,877.40	1.43%
Depreciation and amortization expense	1,666.16	0.59%	1,369.83	0.60%	888.55	0.67%
Other expenses	6,105.54	2.15%	5,455.14	2.40%	3,755.54	2.85%
(B)Total Expenses	2,75,110.30	96.88%	2,20,416.03	97.06%	1,26,843.23	96.33%
(C)Profit / (loss) before share of net profits from investments accounted for using equity method, exceptional items and tax (A-B)	8,856.77	3.12%	6,683.46	2.94%	4,837.36	3.67%
(D)Share of net profit/(loss) of associates (net of tax)	(4.42)	(0.00%)	31.19	0.01%	0.69	0.00%
(E)Profit/ (loss) before exceptional items and tax (C+D)	8,852.35	3.12%	6,714.65	2.96%	4,838.05	3.67%
(F)Exceptional items	84.11	0.03%	-		-
(G)Profit/(loss) before tax (E-F)	8,768.24	3.09%	6,714.65	2.96%	4,838.05	3.67%
Tax Expense
Current Tax	3,090.07	1.09%	1,590.48	0.70%	1,346.90	1.02%
Deferred tax (credit)/charge	(674.21)	(0.24 %)	310.20	0.14%	41.80	0.03%
(H)Total Tax Expense	2,415.86	0.85%	1,900.68	0.84%	1,388.70	1.05%
Profit/(loss) for the year (G-H)	6,352.38	2.24%	4,813.97	2.12%	3,449.35	2.62%

* (%) column represents a percentage of total revenue.

SUMMARY ON RESULT OF OPERATIONS FROM OUR RESTATED CONSOLIDATED FINANCIAL INFORMATION OF PROFIT AND LOSS FOR THE FISCAL YEARS ENDED MARCH 31, 2026, 2025 AND 2024

Total Revenue

Total revenue comprises of revenue from operations and other income which are described below:

> Revenue from operations - Our revenue from operations comprises of Sale of Services and products that is Rs 2,81,289.89 Lakhs, Rs 2,24,782.49 lakhs and Rs 1,28,911.01 lakhs for the fiscal year ended on March 31, 2026, 2025 and 2024 based on Restated Consolidated Financial Statements and bifurcation of which is as follows: -

(Rs in lakhs)

Particulars	For the year ended on March 31,
	2026		2025		2024
	Amount	% of revenue from operations	Amount	% of revenue from operations	Amount	% of revenue from operations
A. Sale of Services
Air Cargo Services	2,16,639.87	77.02%	1,64,076.56	72.99%	1,02,099.98	79.20%
Ocean Cargo Services	42,260.32	15.02%	39,450.06	17.55%	16,495.76	12.80%
Express Cargo & Parcel	16,277.96	5.79%	14,123.41	6.28%	5,882.79	4.56%
Trucking	3,868.35	1.38%	6,051.30	2.69%	3,733.70	2.90%
Value Added services	1,726.44	0.61%	616.93	0.27%	573.17	0.44%
Warehousing	368.16	0.13%	382.14	0.17%	122.87	0.10%
Total (A)	2,81,141.10	99.95%	2,24,700.40	99.96%	1,28,908.27	100.00%
B. Sale of Products
E Commerce and Other Retail	148.79	0.05%	82.09	0.04%	2.74	0.00%
Total (B)	148.79	0.05%	82.09	0.04%	2.74	0.00%
Total (A+B)	2,81,289.89	100.00%	2,24,782.49	100.00%	1,28,911.01	100.00%

Pursuant to certificate dated July 11, 2026, received from Independent Chartered Accountant, M/S S.K. Singla & associates, Chartered Accountants.

> Other income - The other income of our company is 0.94%, 1.02% and 2.10% of the total income of our company for the fiscal year ended on March 31, 2026, 2025 and 2024 based on Restated Consolidated Financial Statements. Breakup of other incomes is set forth for the period indicated:

(Rs in lakhs)

Particulars	For the Fiscal Year ended on March 31
	2026	2025	2024
Interest income	1,758.03	1,551.71	1,435.05
Rental income	0.36	0.06	2.27
Unrealized gain on current investments measured at FVTPL	162.24	185.04	52.35
Realized gain on current investments measured at FVTPL	-	-	7.95
Gain on modification / termination of lease contracts	9.40	-	-
Gain on sale of property, plant and equipment (net)	141.58	-	9.42
Gain on disposal of investment in subsidiary	-	424.44	600.81
Dividend income from financial assets measured at FVTPL	0.24	0.05	-
Reversal of Allowance for expected credit loss on trade receivables	4.38	2.54	-
Liabilities written back	51.64	46.82	327.83
Gain on foreign currency transactions (net)	413.98	38.37	84.83
Others	135.33	67.97	249.07
Total	2,677.18	2,317.00	2,769.58

Total Expenses

Our total expenses comprise of (i) Cost of servcies (ii) Purchase of stock-in-trade (iii) Changes in inventories of Stock-in-trade, (iv) Employee benefits expense, (v) Finance cost, (vi) Depreciation and Amortization expense and (vii) Other expenses.

> Cost of Services - The following table sets forth a breakdown of our cost of Services for the periods indicated based on Restated Consolidated Financial Statements:

(Rs in lakhs)

Particulars	For the Fiscal Year ended on March 31
	2026	2025	2024
Freight, handling and servicing costs	2,50,690.56	2,01,606.81	1,13,725.85

> Purchase of stock-in-trade - The following table sets forth a breakdown of our purchase of stock- in-trade for the periods indicated based on Restated Consolidated Financial Statements: (Rs in lakhs)

Particulars	For the Fiscal Year ended March 31
	2026	2025	2024
Purchase of stock-in-trade	106.49	92.65	1.93

> Changes in inventories of Finished Goods - The following table sets forth a breakdown of our changes in inventories of stock in trade for the periods indicated:

(Rs in lakhs)

Particulars	For the Fiscal Year ended March 31
	2026	2025	2024
Changes in inventories of stock-in-trade	(7.55)	(30.98)	0.10

> Employee Benefit Expenses - The following table sets forth a breakdown of our employee benefits expense for the periods indicated based on Restated Consolidated Financial Statements: (Rs in lakhs)

Particulars	For the Fiscal Year ended March 31
	2026	2025	2024
Salaries, wages and bonus	10,942.02	8,402.20	5,975.69
Contribution to PF & other funds	315.71	201.90	153.52
Staff welfare expenses	312.63	285.98	353.10
Gratuity expenses	171.10	151.12	111.55
Total	11,741.46	9,041.20	6,593.86

> Finance Costs - Bifurcation of finance costs is described below based on Restated Consolidated

Financial Statements:

(Rs in lakhs)

Particulars	For the Fiscal Years ended on March 31
	2026	2025	2024
Interest expense on borrowings at amortized cost	4,446.19	2,735.32	1,760.61
Interest on delay deposit of income tax	8.32	27.44	10.27
Interest on lease liabilities at amortized cost	36.76	52.76	56.63
Interest on delay deposit of indirect taxes	87.75	13.55	12.98
Other finance costs	228.62	52.31	36.91
Total	4,807.64	2,881.38	1,877.40

> Depreciation and Amortization Expenses - Following is the bifurcation of the depreciation and amortization expense based on Restated Consolidated Financial Statements:

(Rs in lakhs)

Particulars	For the Fiscal Years ended on March 31
	2026	2025	2024
Depreciation on property, plant and equipment	1,028.94	796.26	484.52
Amortization of intangible assets	440.41	344.68	221.71
Depreciation of right-of-use assets	196.81	228.89	182.32
Total	1,666.16	1,369.83	888.55

> Other expenses - The following table sets forth a breakdown of our other expenses for the periods indicated based on Restated Consolidated Financial Statements:

(Rs in lakhs)

Particulars	For the Fiscal Year ended March 31
	2026	2025	2024
Power and fuel	170.02	153.81	119.47
Rent	770.47	554.49	419.39
Repair and maintenance
-Building	0.12	-	-
-Others	516.14	482.06	279.17
Insurance	201.37	133.32	89.84
Rates and taxes	455.02	309.62	203.74
Communication expenses	85.08	81.09	64.70
Postage and courier	26.31	14.68	14.02
Travelling and conveyance	778.89	831.98	693.76
Printing and stationery	150.95	111.16	107.40
Commission and brokerage	24.18	58.52	8.39
Director sitting fees	19.31	1.20	-
Corporate social responsibility expenditure	177.00	143.00	106.50
Donation and contributions	12.44	9.83	15.99
Legal and professional charges	1,131.09	972.97	534.12
Payments to auditors	93.85	76.35	37.50
Training and recruitment expenses	108.06	129.30	134.47
Advertising and sales promotion expenses	136.93	346.10	214.42
Security expenses	69.48	49.98	41.64
Bank charges	217.73	162.15	115.03
Loss on sale of property, plant and equipment (net)	-	5.71	-
Property, plant and equipment written off	-	0.79	17.68
Vehicle running and maintenance	238.38	151.36	99.24
Impairment allowance for doubtful advances	123.68	130.97	100.00
Membership fees & Subscription	148.29	120.25	53.45
Allowance for expected credit loss on trade receivables	122.42	161.01	25.06
Trade and other receivable written off	44.06	144.30	61.18
Miscellaneous expenses	284.27	119.14	199.38
Total	6,105.54	5,455.14	3,755.54

Tax Expenses

Our tax expenses comprise of current tax and deferred tax based on Restated Consolidated Financial Statements.

Rs in lakhs,

Particulars	2026	2025	2024
Current tax	3090.07	1,590.48	1,346.90
Deferred tax	(674.21)	310.20	41.80
Total	2415.86	1,900.68	1,388.70

CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS

There is no change in significant accounting policy of our Company in the last 3 Fiscal Years. For further details, please refer to chapter titled "Restated Consolidated Financial Information" beginning on page 365.

COMPARISON OF RESTATED CONSOLIDATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2026, WITH FISCAL YEAR ENDED MARCH 31, 2025

Total Revenue:

(Rs in lakhs)

2025-26	2024-25	Variance in %
2,83,967.07	2,27,099.49	25.04%

Total revenue increased by 25.04% to Rs 2,83,967.07 Lakhs during the FY 2025-26 from Rs 2,27,099.49 Lakhs during the FY 2024-25. The total revenue comprises (a) Revenue from operations and (b) Other income.

Revenue from Operations

(Rs in lakhs)

2025-26	2024-25	Variance in %
2,81,289.89	2,24,782.49	25.14%

Revenue from Operations increased by 25.14% to Rs 2,81,289.89 lakhs in FY 2025-26 from Rs 2,24,782.49 lakhs in FY 2024-25. The break-up of the revenue from operations into our service verticals for FY 202526 and 2024-25 is as below:

(Rs in lakhs)

Particulars	FY 2025-26	FY 2024-25	Variance (%)
Air freight services	2,16,639.87	1,64,076.56	32.04%
Ocean freight services	42,260.32	39,450.06	7.12%
Express cargo and parcel	16,277.96	14,123.41	15.26%
Trucking	3,868.35	6,051.30	(36.08%)
Value Added services	1,726.44	616.93	179.84%
Warehousing	368.16	382.14	(3.66%)
Total(A)	2,81,141.10	2,24,700.40	25.12%
E-Commerce and Other Retail	148.79	82.09	81.25%
Total (B)	148.79	82.09	81.25%
Total (A+B)	2,81,289.89	2,24,782.49	25.14%

Air Freight Services continued to be the largest contributor to revenue from operations, accounting for 77.02% of revenue during FY2025-26, followed by Ocean Freight Services at 15.02%. The growth in revenue from operations was primarily driven by an increase in cargo volumes across Air and Ocean freight forwarding operations of our Company, continued expansion of its integrated logistics service portfolio.

a. Operational Drivers of Freight Revenue Growth (Air Freight & Ocean Freight)

Our Companys freight revenue growth during FY 2025-26 was primarily driven by a significant increase in cargo throughput across both its air and ocean freight operations. During the year, air cargo volumes increased by 43.20%, from 58,605.58 metric tonnes in FY 2024-25 to 83,923.81 metric tonnes in FY 2025-26, while ocean cargo volumes increased by 31.90%, from 21,436 TEUs to 28,275 TEUs. Although average revenue realised per unit of cargo moderated during the year, the substantial increase in shipment volumes enabled our Company to achieve strong growth in freight revenue across both business segments.

The operational performance of our Companys freight business is summarized below:

Particular	2025-26	2024-25	% of Change
Total Air Cargo Volume (in Metric Tonnage)	83,923.81	58,605.58	43.20%
Total Ocean Cargo Volume (No of TEUs)	28,275	21,436	31.90%
Average revenue generated per ton in air cargo (in Rs lakhs)	2.58	2.80	(7.86%)
Average revenue generated from per TEUs in ocean cargo (in Rs lakhs)	1.49	1.84	(19.02%)

Pursuant to certificate dated June 26, 2026, received from Independent Chartered Accountant, M/S S.K. Singla & Associates, Chartered Accountants.

Air Freight Services

Revenue from Air Freight Services increased to Rs 2,16,639.87 lakhs in FY 2025-26 from Rs 1,64,076.56 lakhs in FY 2024-25, representing a year-on-year growth of 32.04%. The increase was primarily volume-driven. Air cargo handled by our Company increased from 58,605.58 metric tonnes in FY 2024-25 to 83,923.81 metric tonnes in FY 2025-26, representing a growth of 43.20%.

The volume-price variance analysis indicates that the increase in shipment volumes contributed approximately Rs 70,883 lakhs to revenue growth. This positive impact was partially offset by an adverse price variance of approximately Rs 18,320 lakhs, as the average freight realization declined from Rs 280 per kg in FY 2024-25 to Rs 258 per kg in FY 2025-26, representing a decline of approximately 11.00%. Consequently, the net impact of volume and price movements resulted in an increase in air freight revenue of approximately Rs 52,563 lakhs.

Volume-Price Bridge - Air Freight

FY	Volume (in kg)	Price per Kg (In Rs)
2025 (A)	5,86,05,574	280.00
2026 (B)	8,39,23,804	258.00
Increase in FY 2026 (B-A)	2,53,18,230	(22.00)
Volume Variance (Rs in lakhs) (Increase in Volume in FY26 * FY25 Price) (C)	70,883.00
Price Variance (Rs in lakhs) (Increase in Price in FY26* Volume in FY26) (D)	(18,320.00)
Total Variance (Rs in lakhs) (C+D)	52,563.00

Ocean Freight Services

Revenue from Ocean Freight Services increased to Rs 42,260.32 lakhs in FY 2025-26 from Rs 39,450.06 lakhs in FY 2024-25, representing a year-on-year growth of 7.12%. Ocean cargo handled by our Company increased from 21,436 TEUs in FY 2024-25 to 28,275 TEUs in FY 2025-26, representing an increase of 31.90%.

Based on the volume-price variance analysis, the increase in cargo volumes contributed approximately Rs 12,586 lakhs to revenue growth. This positive impact was partially offset by an adverse price variance of approximately Rs 9,776 lakhs, as the average freight realization declined from Rs 1,84,036 per TEU in FY 2024-25 to Rs 1,49,462 per TEU in FY 2025-26, representing a decline of approximately 18.79%. Consequently, the net impact of volume and price movements resulted in an increase in ocean freight revenue of approximately Rs 2,810 lakhs.

Volume-Price Bridge - Ocean Freight

FY	Volume (in TEU)	Price per TEU (In Rs)
2025 (A)	21,436	1,84,036.00
2026 (B)	28,275	1,49,462.00
Increase in FY 2026 (B-A)	6,839	(34,574.00)
Volume Variance (Rs in lakhs) (Increase in Volume in FY 26 * FY 25 Price) (C)	12,586.00
Price Variance (Rs in lakhs) (Increase in Price in FY26* Volume in FY 26) (D)	(9,776.00)
Total Variance (Rs in lakhs) (C+D)	2,810.00

Overall, the volume-price analysis demonstrates that freight revenue growth during FY 2025-26 was predominantly volume-led. Increased shipment volumes across both air and ocean freight operations contributed significantly to revenue growth and more than offset the impact of lower average freight realizations arising from prevailing market conditions.

b. Business Expansion and Service Portfolio Diversification

We continued to strengthen our integrated logistics platform through the expansion of our service offerings during FY 2025-26. The growth in revenue across our Companys non-core logistics segments is set out below:

(Rs in lakhs)

Service	FY 26	FY 25	Growth in %
Express Cargo	16,277.96	14,123.41	15.25%
Value Added Services	1,726.44	616.93	179.84%
Warehousing	368.16	382.14	(3.65%)
Trucking	3,868.35	6,051.30	(36.07%)
E-Commerce	148.79	82.09	81.25%

Growth in our Companys Express Cargo revenue was supported by the continued expansion of its domestic express logistics network, as reflected in the increase in the number of pick-up and delivery ("PUD") centres from 24 in FY 2024-25 to 31 in FY 2025-26 and the expansion of its service coverage from 1,114 PIN codes to 1,204 PIN codes during the same period. The expanded network improved geographical reach and customer accessibility across India. In addition, higher shipment volumes in international air express business further contributed to revenue growth during the year.

Particulars	FY 2025-26	FY 2024-25	Variance in %
Number of domestic PUD centres	31	24	29.17%
Number of PIN codes Covered for Express Cargo	1,204	1,114	8.08%

Value Added Services also recorded significant growth, primarily attributable to increased adoption of technology-enabled logistics solutions offered through technology subsidiary of our Company, Sgate Tech Solutions Private Limited, to both enterprise and retail customers.

Revenue from e-commerce and other retail operations improved, driven by higher sales of home decor products, while warehousing revenue remained broadly stable, reflecting consistent demand for our Companys warehousing services. Revenue from trucking services declined during the year as our Company continued to strategically prioritise its core freight forwarding and integrated logistics operations over standalone trucking activities.

c. Commercial Strategy and Customer Expansion

Our revenue growth during FY 2025-26 was further supported by our commercial strategy of focusing on customer acquisition, strengthening our sales and customer relationship management capabilities to support the onboarding of new customers, deepen existing customer relationships and expansion of our integrated logistics network across domestic and international markets.

The effectiveness of this strategy is reflected in the increase in the number of customers served, which grew from 7,721 in FY 2024-25 to 9,504 in FY 2025-26, representing an increase of approximately 23.09%. In addition, the average revenue per customer improved from Rs 29.11 lakhs in FY 2024-25 to Rs 29.60 lakhs in FY 2025-26, demonstrating its ability to not only expand its customer base but also enhance revenue generation from existing customer relationships through higher shipment volumes and cross-selling of integrated logistics services.

Our Companys international footprint also continued to expand during the year, with its presence increasing from 10 countries in FY 2024-25 to 12 countries in FY 2025-26. The broader geographical presence strengthened our ability to service cross-border logistics requirements, expand our customer reach and support multinational supply chain requirements across key trade corridors.

d. Full Year Consolidation of Odyssey Logistics Private Limited

Pursuant to the acquisition of a 51% stake in Odyssey Logistics Private Limited on January 27, 2025, the financial results of Odyssey Logistics were consolidated only for a part of Fiscal 2025, whereas Fiscal 2026 includes its financial performance for the full financial year. Consequently, revenue contributed by Odyssey Logistics increased from approximately Rs 9,468.08 lakhs in Fiscal 2025 to approximately Rs 55,853.45 lakhs in Fiscal 2026, representing an increase of approximately Rs 46,318.28 lakhs. This contributed to the increase in consolidated revenue during Fiscal 2026.

e. Growth in Indias Export Economy

Our Company benefited from the continued growth of Indias export economy during the year. Indias merchandise exports increased from Rs USD 437.70 billion in FY 2024-25 to Rs USD 441.74 billion in FY 2025-26, representing a growth of approximately 0.92%. The growth in exports was supported by continued government initiatives to strengthen Indias manufacturing and export ecosystem, including the "Make in India" initiative, ongoing efforts to improve logistics infrastructure, and the expansion of market access through new and existing Free Trade Agreements ("FTAs"). These developments enhanced Indias integration with global supply chains and supported increased demand for international freight forwarding and integrated logistics services, contributing to higher shipment volumes across our Companys operations.

Other Income

(Rs in lakhs)

Particulars	For the Fiscal Year ended on March 31		Variance in %
	2026	2025
Interest income	1,758.03	1,551.71	13.30%
Rental income	0.36	0.06	500.00%
Unrealized gain on current investments measured at FVTPL	162.24	185.04	(12.32%)
Gain on modification / termination of lease contracts	9.40	-	-
Gain on sale of property, plant and equipment (net)	141.58	-	-
Gain on disposal of investment in subsidiary	-	424.44	-
Dividend income from financial assets measured at FVTPL	0.24	0.05	380.00%
Reversal of Allowance for expected credit loss on trade receivables	4.38	2.54	72.44%
Liabilities written back	51.64	46.82	10.29%
Gain on foreign currency transactions (net)	413.98	38.37	978.92%
Others	135.33	67.97	99.10%
Total	2,677.18	2,317.00	15.55%

Other income for the fiscal year ended March 31, 2026 increased by 15.55% to Rs 2,677.18 lakhs from Rs 2,317.00 lakhs in the previous fiscal year, primarily driven by higher interest income, substantial gains on foreign currency transactions, gains on sale of property, plant and equipment, and an increase in other miscellaneous income.

Interest income, which continued to be the largest component of other income, increased by 13.30% to Rs 1,758.03 lakhs from Rs 1,551.71 lakhs, reflecting higher deployment of surplus funds in interest-bearing instruments and improved yields on investments during the year. Gains on foreign currency transactions increased significantly to Rs 413.98 lakhs from Rs 38.37 lakhs, primarily due to Rupee devaluation in comparison to foreign currencies during parts of FY 2025-26, coupled with higher foreign currency denominated business transactions and effective treasury management. We also recognized a gain of Rs 141.58 lakhs on the sale of property, plant and equipment and a gain of Rs 9.40 lakhs on the modification/termination of lease contracts during the year, whereas no such gains were recorded in FY 2025. Rental income and dividend income increased on a low base, while reversal of allowance for expected credit loss on trade receivables and liabilities written back also recorded moderate growth, reflecting recoveries and periodic reassessment of outstanding balances. Unrealized gains on current investments measured at FVTPL declined to Rs 162.24 lakhs from Rs 185.04 lakhs, primarily due to mark- to-market movements in the investment portfolio arising from prevailing market conditions. Our Company did not record any gain on disposal of investment in a subsidiary during FY 2026, compared with a gain of Rs 424.44 lakhs in FY 2025, as no such transaction occurred during the year. Despite the absence of this one-time gain, the increase in recurring interest income, significant foreign exchange gains and gains from asset disposals more than offset its impact, resulting in an overall increase in other income during FY 2026.

Total Expense

(Rs in lakhs,

2025-26	2024-25	Variance in %
2,75,110.30	2,20,416.03	24.81%

The total expenditure for the FY 2025-26 increased to Rs 2,75,110.30 Lakhs from Rs 2,20,416.03 Lakhs in FY 2024-25, representing an increase of 24.81%.

Cost of Services

(Rs in lakhs)

2025-26	2024-25	Variance in %
2,50,690.56	2,01,606.81	24.35%

a. Increase in Freight Procurement Costs Driven by Higher Shipment Volumes

The increase in Cost of Services during FY 2025-26 was primarily attributable to higher cargo throughput across the Companys freight forwarding operations and was commensurate with the growth in revenue from operations. Given the Companys asset-light business model, transportation capacity is procured from airlines, shipping lines and other logistics service providers. Consequently, the increase in cargo throughput resulted in higher freight procurement costs, cargo handling charges and other direct operating expenses.

Particulars	2025-26	2024-25	Growth in %
Revenue from operations lakh)	2,81,289.89	2,24,782.49	25.14%
Cost of services (Rs lakh)	2,50,690.56	2,01,606.81	24.35%
Air Cargo Volume (MT)	83,923.81	58,605.58	43.20%
Ocean Cargo (TEUs)	28,275	21,436	31.90%

b. Operating Leverage and Cost Efficiency

Although Cost of Services increased in absolute terms during FY 2025-26, the increase was lower than the growth in revenue from operations. As a result, Cost of Services as a percentage of Revenue from Operations declined to 89.12% in FY2025-26 from 89.69% in FY 2024-25. Accordingly, gross margin improved from 10.31% to 10.88% during the year.

c. Impact of Business Mix and Subsidiary Operations

The increase in Cost of Services was also influenced by the changing business mix during FY 2025-26. Air Freight Services accounted for a larger proportion of the Companys operating revenue during the year and, by their nature, involve higher freight procurement costs payable to airline partners and other logistics service providers. Consequently, the increased contribution from air freight operations resulted in a corresponding increase in freight and handling expenses.

Additionally, the full-year consolidation of Odyssey Logistics Private Limited contributed to the increase in consolidated Cost of Services. Odyssey Logistics Private Limited represented a significant contributor to the Groups consolidated operations during FY 2025-26, resulting in a proportionate increase in freight procurement and other direct operating costs associated with its logistics activities.

Purchase of Stock in Trade

(Rs in lakhs)

2025-26	2024-25	Variance in %
106.49	92.65	14.94%

Purchase of stock-in-trade increased from Rs 92.65 lakhs in FY 2024-25 to Rs 106.49 lakhs in FY 2025-26, representing an increase of 14.94% year-on-year. This increase in the stock-in-trade is attributable to the operations of the Companys subsidiary, SLS Retail Supermart Private Limited, which is engaged in the home furnishing and decor retail business.

Changes in inventories of Stock in Trade

(Rs in lakhs)

2025-26	2024-25	Variance in %
(7.55)	(30.98)	75.63%

Changes in inventories of stock-in-trade increased from Rs (30.98) lakhs in FY 2024-25 to Rs (7.55) lakhs in FY 2025-26, representing a 75.63% year-on-year increase. The increase was primarily attributable to lower inventory build-up during the year in the operations of the Companys subsidiary, SLS Retail Supermart Private Limited, which is engaged in the home furnishing and decor retail business.

Employee benefits expenses

(Rs in lakhs)

2025-26	2024-25	Variance in %
11,741.46	9,041.20	29.87%

The Company incurred employee benefit expenses of Rs 11,741.46 lakhs in FY 2025-26, as compared to Rs 9,041.20 lakhs in FY 2024-25, reflecting an increase of 29.87% year-on-year. This increase was primarily driven by higher salaries, wages and bonuses, increased contributions to provident fund and other employee benefit funds, and a rise in gratuity expenses. The growth in employee benefit costs was also supported by an increase in overall headcount from 1,163 in FY 25 to 1,193 in FY 26, in line with our expanding operations and business requirements.

Finance Cost

Rs in lakhs,

2025-26	2024-25	Variance in %
4,807.64	2,881.38	66.85%

Finance costs increased by 66.85% from Rs 2,881.38 lakhs in FY 2025 to Rs 4,807.64 lakhs in FY 2026. The increase was primarily attributable to higher interest expense on borrowings, reflecting the Companys increased utilization of debt to support its expanding business operations and working capital requirements.

Interest expense on borrowings at amortized cost increased significantly to Rs 4,446.19 lakhs in FY 2026 from Rs 2,735.32 lakhs in FY 2025, remaining the principal contributor to finance costs. This increase was in line with the growth in the Companys borrowing base, as total borrowings (including current and non-current borrowings) increased from Rs 55,843.14 lakhs as at March 31, 2025 to Rs 62,405.68 lakhs as at March 31, 2026. The additional borrowings were primarily utilised to support higher working capital requirements arising from the significant growth in the Companys freight forwarding and integrated logistics business, including increased procurement of freight and logistics services. Finance costs were also affected by interest on delayed deposit of indirect taxes, which increased from Rs 13.55 lakhs in FY 2024-25 to Rs 87.75 lakhs in FY 2025-26, and other finance costs, which increased from Rs 52.31 lakhs to Rs 228.62 lakhs. Interest on lease liabilities decreased from Rs 52.76 lakhs to Rs 36.76 lakhs, while interest on delayed deposit of income tax decreased from Rs 27.44 lakhs to Rs 8.32 lakhs.

Overall, the increase in borrowings and the corresponding rise in interest expense remained the primary drivers of the increase in finance costs during FY 2026.

Depreciation and Amortization expense

(Rs in lakhs)

Particulars	2025-26	2024-25	Variance in %
Depreciation on property, plant and equipment	1,028.94	796.26	29.22%
Amortisation of intangible assets	440.41	344.68	27.77%
Depreciation of right-of-use assets	196.81	228.89	(14.01%)
Total	1,666.16	1,369.83	21.63%

Depreciation and amortisation expense increased by 21.63% during FY 2025-26, primarily reflecting our Companys continued investment in operational infrastructure and technology to support the expansion of its logistics operations. Depreciation on property, plant and equipment increased by 29.22%, mainly due to additions to operational assets such as vehicles, computers, office equipment, furniture and fixtures, leasehold improvements and other infrastructure assets deployed across our Companys expanding business network. Amortisation of intangible assets increased by 27.77%, primarily attributable to continued investment in software platforms and other technology-related intangible assets aimed at strengthening our Companys digital capabilities and operational efficiency.

Partially offsetting these increases, depreciation on right-of-use assets declined by 14.01% during the year, primarily due to lease modifications, expiry of certain lease arrangements and optimization of leased assets.

Overall, higher depreciation and amortization arising from additions to owned fixed assets and technology-related intangible assets more than offset the reduction in depreciation on right-of-use assets, resulting in an increase in total depreciation and amortization expense during FY 2025-26.

Other Expenses

(Rs in lakhs)

2025-26	2024-25	Variance in %
6,105.54	5,455.14	11.92%

Our companys other expenses saw an increase of 11.92%, majorly due to an increase in the following heads of expenses:

(Rs in lakhs)

Particulars	2025-26	2024-25	Variance in %
Insurance	201.37	133.32	51.04%
Rates and taxes	455.02	309.62	46.96%
Donation and contributions	12.44	9.83	26.55%
Legal and professional charges	1,131.09	972.97	16.25%
Training and recruitment expenses	108.06	129.30	(16.43%)
Advertising and sales promotion expenses	136.93	346.10	(60.44%)
Bank charges	217.73	162.15	34.28%
Membership fees & Subscription	148.29	120.25	23.32%
Allowance for expected credit loss on trade receivables	122.42	161.01	(23.97%)
Miscellaneous expenses	284.27	119.14	138.60%
Printing & Stationary	150.95	111.16	35.80%

Other expenses increased by 11.92% to Rs6,105.54 lakhs in FY 2026 from Rs5,455.14 lakhs in FY 2025. The increase was primarily attributable to higher insurance expenses, rates and taxes, legal and professional charges, bank charges, printing and stationery expenses, and miscellaneous expenses, in line with the continued expansion of our Companys operations and increased business activity during the year. Legal and professional charges increased due to higher regulatory, compliance and advisory requirements, while bank charges increased in line with higher transaction volumes and banking activities. Insurance expenses and rates and taxes also increased owing to the expansion of operational assets and business scale.

Provision for Tax

(Rs in lakhs)

2025-26	2024-25	Variance in %
2,415.86	1,900.68	27.11%

Taxation expenses include current tax and deferred tax which have increased due to increase in Profit.

Profit after Tax

(Rs in lakhs)

2025-26	2024-25	Variance in %
6,352.38	4,813.97	31.96%

Profit after tax increased by 31.96% to Rs 6,352.38 lakhs during FY 2025-26 from Rs 4,813.97 lakhs during FY 2024-25, primarily driven by higher operating profitability arising from the growth in our Companys freight forwarding and integrated logistics operations. The increase in revenue from operations, supported by higher shipment volumes across our core air and ocean freight businesses, together with continued expansion of our service portfolio and subsidiary operations, contributed to improved operating performance during the year. For the reasons behind the increase in revenue of our company during FY 26, please refer to section "Managements Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Restated Consolidated Financials for the Year Ended March 31, 2026, With Year Ended March 31, 2025" on page 492.

Although our Company incurred higher employee benefit expenses, finance costs, depreciation and amortization expenses and other operating expenses in line with the expansion of its business operations, the increase in total expenses remained proportionate to the growth in revenue. Cost of services as a percentage of revenue from operations declined to 89.12% in FY 2025-26 from 89.69% in FY 2024-25. Consequently, profit before tax increased during the year, leading to higher profitability despite an increase in tax expense.

Our net profit margin also improved to 2.26% in FY 2025-26 from 2.14% in FY 2024-25, reflecting improved operating leverage, disciplined cost management and our ability to effectively manage procurement costs while scaling our operations.

COMPARISON OF RESTATED CONSOLIDATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2025, WITH FINANCIAL YEAR ENDED MARCH 31, 2024

Total Revenue:

(ft in lakhs>

2024-25	2023-24	Variance in %
2,27,099.49	1,31,680.59	72.46%

Total revenue has increased by 72.46% to Rs 2,27,099.49 Lakhs for Financial Year 2024-25 from Rs 1,31,680.59 Lakhs during Financial Year 2023-24.

Revenue from Operations

((Rs in lakhs)

2024-25	2023-24	Variance in %
2,24,782.49	1,28,911.01	74.37%

The details of the revenue break-up by services rendered by us during FY 2025 and FY 2024 are set out below:

((Rs in lakhs)

Particulars	FY 2024-25	FY 2023-24	Variance
	Amount	Amount	(%)
Air freight services	1,64,076.56	1,02,099.98	60.70%
Ocean freight services	39,450.06	16,495.76	139.15%
Express cargo and parcel	14,123.41	5,882.79	140.08%
Trucking	6,051.30	3,733.70	62.07%
Value Added services	616.93	573.17	7.63%
Warehousing	382.14	122.87	211.01%
Total(A)	2,24,700.40	1,28,908.27	74.31%
E-Commerce and Other Retail	82.09	2.74	2895.99%
Total (B)	82.09	2.74	2895.99%
Total (A+B)	2,24,782.49	1,28,911.01	74.37%

As observed from the table above, the revenue from operations of our company increased by 74.37% from Rs 1,28,911.01 Lakhs in FY 24 to Rs 2,24,782.49 Lakhs in FY 25 as per Consolidated Restated Financial Statements. The major reason behind such increase in the revenue of our company is as under:

a. Operational Drivers of Freight Revenue Growth (Air Freight & Ocean Freight)

During FY 2024-25, our Company recorded a strong increase in revenue from air freight operations, with revenue rising to Rs 164,076.56 lakhs from Rs 102,099.98 lakhs in FY 2023-24, reflecting a growth of approximately 60.70% year-on-year. This growth was supported by a significant increase in air freight tonnage, which rose from 4,80,13,154 kgs in FY 2023-24 to 5,86,05,574 kgs in FY 2024-25, representing a volume growth of about 22.1%. The increase in cargo volumes was driven by higher customer demand and expanded trade activity in addition to volume growth, the revenue increase also reflects a favorable price variance, as revenue growth outpaced tonnage growth. This improvement in realizations was attributable to better freight yields, improved pricing discipline, and a favorable cargo and customer mix, including higher-value shipments. Overall, the combined impact of higher volumes and improved pricing resulted in a substantial increase in air freight revenue during the year, demonstrating enhanced operational performance and effective market positioning.

FY	Volume (in kg)	Price per Kg (In Rs)
2024 (A)	4,80,13,154	213.00
2025 (B)	5,86,05,574	280.00
Increase in FY2025 (B-A)	1,05,92,420	67.00
Volume Variance (Increase in Volume in FY25 * FY24 Price) (C)	22,562.00
Price Variance (Increase in Price in FY25* Volume in FY25) (D)	39,266.00
Total Variance (Rs in lakhs) (C+D)	61,828.00

 

FY	Volume (in TEU)	Price per TEU (In Rs)
2024 (A)	16,294	1,01,052
2025 (B)	21,436	1,84,036
Increase in FY 2025 (B-A)	5,112	82,984
Volume Variance (Increase in Volume in FY25 * FY24 Price) (C)	5,166.00
Price Variance (Increase in Price in FY25* Volume in FY25) (D)	17,789.00
Total Variance (Rs in lakhs) (C+D)	22,955.00

b. Acquisition of New Subsidiaries

The increase in our Companys consolidated revenue from operations in FY2025 was primarily driven by higher revenue contributions from our subsidiaries, resulting from an extended period of consolidation and the ramp-up of operations following their acquisition. During FY 2024, our Company acquired a 51% equity interest in RIV Worldwide Ltd pursuant to a share purchase agreement dated October 03, 2023, and consolidated the same in its financial statements with effect from December 01, 2023. In addition, we acquired a 51% equity stake in Rahat Continental Private Limited pursuant to a share purchase agreement dated October 03, 2023, and a 51% equity stake in CTC Air Carriers Pvt. Ltd. pursuant to a Memorandum of Understanding dated August 14, 2024.

RIV Worldwide Ltd owns a wholly owned subsidiary in the United States & Canada, Bolt Freight INC & RIV Worldwide INC respectively, which have become our step-down subsidiaries. As these acquisitions were completed during FY 2024, only partial-period revenues from these entities were consolidated in FY 23-24.

In FY2025, revenues from these subsidiaries were consolidated for a longer duration, resulting in a significantly higher contribution to our Companys consolidated revenue. The aggregate revenue contribution from all subsidiary entities increased to Rs 28,293.94 lakhs in FY2025 as compared to Rs 6,435.12 lakhs in FY2024. RIV Worldwide Ltd recorded revenue from operations of Rs 3,638.91 lakhs during FY2025, as against Rs 1,089.10 lakhs in FY2024, reflecting consolidation for an extended period. Rahat Continental Private Limited contributed Rs 8,370.87 lakhs in FY2025 compared to Rs 3,933.60 lakhs in FY2024, while Bolt Freight INC recorded revenue of Rs 5,347.73 lakhs in FY2025 as against Rs 1,412.42 lakhs in FY2024.

Further, our Company acquired a 51% equity stake in Odyssey Logistics Private Limited pursuant to a share purchase agreement dated January 27, 2025, pursuant to which revenue for approximately two months was consolidated in the financial statements for FY2025. Odyssey Logistics Private Limited owns a wholly owned subsidiary in the United States, Odyssey Logistics USA LLC, which became our step-down subsidiary.

Accordingly, the increase in consolidated revenue during FY2025 was primarily attributable to the

longer consolidation period of the acquired subsidiaries, partial-year consolidation of Odyssey Logistics Private Limited, and the scaling of operations across these entities post-acquisition, which together contributed positively to our consolidated revenue from operations.

The table below shows the revenue from operations of newly acquired subsidiary companies by our company for FY24 and FY25:

Rs in lakhs,

Particulars	FY 2025	FY 2024
RIV Worldwide Ltd (UK)	3,638.91	1,089.10
Rahat Continental Private Limited	8,370.87	3,933.60
Bolt Freight INC (USA)	5,347.73	1,412.42
Odyssey Logistics Private Limited	9,464.43	-
CTC Air Carriers Private Limited	1,368.75	-
Odyssey Logistics USA LLC	70.74	-
RIV Worldwide INC (Canada)	32.51	-
Total	28,293.94	6,435.12

Pursuant to certificate dated December 29, 2025, received from Independent Chartered Accountant, M/S S.K. Singla & associates, Chartered Accountants

c. Increase in the business of subsidiaries based in Vietnam and Dubai

During FY2025, disruptions in the Middle East arising from the Red Sea crisis adversely affected key global maritime routes. Security concerns led to the diversion of commercial vessels away from the Suez Canal towards the longer Cape of Good Hope route in South Africa, resulting in extended transit times of approximately 10-15 days and increased operating costs, including higher fuel consumption and insurance premiums. These factors led to an escalation in ocean freight charges across affected trade lanes.

In Dubai, the increase in freight rates resulting from extended transit routes and higher shipping costs contributed to higher revenues for our foreign subsidiary, Skyways SLS Cargo Services LLC, whose revenue from operations increased during FY2025 as compared to FY2024.

Similarly, Vietnam, which is a major export hub for electronics, textiles, furniture and machinery catering to the U.S. and European markets, was also impacted by the Red Sea crisis. The rerouting of vessels through the Cape of Good Hope led to longer transit times and increased freight costs. Consequently, the revenue of our subsidiary, Skyways SLS Logistik Company Limited, increased during FY2025 as compared to FY2024.

The comparative details of revenue from operations of the aforesaid foreign subsidiaries for FY2024 and FY2025, including absolute amounts and their respective contribution to the consolidated revenue along with variance in FY25 over FY24, are set out below:

(Rs in lakhs)

Particulars	FY2025		FY2024		Variance
	Amount	% of Total Revenue	Amount	% of Total Revenue
Skyways SLS Cargo Services LLC	8,178.23	3.64%	2,438.44	1.89%	235.39%
Skyways SLS Logistik Company Limited	7,941.95	3.53%	1,335.84	1.04%	494.53%
Total Revenue of above Subsidiaries	16,120.18	7.17%	3,774.28	2.93%	327.11%
Skyways Air Services Limited	2,24,782.49	100.00%	1,28,911.01	100.00%	74.37%

Pursuant to certificate dated December 29, 2025, received from Independent Chartered Accountant, M/S S.K. Singla & associates, Chartered Accountants

Accordingly, the increase in ocean freight charges in key international markets such as Dubai and Vietnam contributed to higher revenues of our overseas subsidiaries during FY2025, which in turn supported the growth in consolidated revenue from operations.

d. Red Sea Crisis:

During FY 2024, geopolitical disruptions in the Red Sea region, including security incidents affecting commercial vessels, led to widespread rerouting of ships away from the Suez Canal, a key maritime route connecting the Asia-Pacific region with European markets. As a result, shipping lines diverted vessels via the Cape of Good Hope in South Africa, extending transit times by approximately 10-15 days and adding significant additional nautical miles to Asia-Europe voyages. This diversion increased voyage durations, operating costs and transit uncertainties, leading to delays in ocean freight movement.

In response to these disruptions, a portion of global trade shifted towards air freight to mitigate transit delays and ensure timely delivery of consignments. This change in transportation preference resulted in higher air cargo volumes, with air freight capturing a larger share of global trade growth, as noted by International Air Transport Association (as per IATA - Annual Report 2025 https://www.iata.org/contentassets/c81222d96c9a4e0bb4ff6ced0126f0bb/iata-annual-review- 2025.pdf). The rapid shift in demand led to air cargo volumes outpacing available capacity, prompting the industry to optimize available capacity and resulting in an improvement in air cargo yields. Against this backdrop, the Company also experienced an increase in air cargo volumes and average realization per tonne during FY2025 as compared to FY2024. Additionally, average realization per TEU in the ocean freight segment also increased during FY2025. The details of the same are set out below.

Particular	2024-25	2023-24	% of Change
Total Air Cargo Volume (in Metric Tonnage)	58,605.57	48,013.15	22.06%
Total Ocean Cargo Volume (No of TEUs)	21,436	16,294	31.56%
Average revenue generated on per ton in air cargo (in Rs lakh)	2.80	2.13	31.46%
Average revenue generated from per TEUs in ocean cargo (in Rs lakh)	1.84	1.01	82.18%

Pursuant to certificate dated June 26, 2026, received from Independent Chartered Accountant, M/S S.K. Singla & associates,

Chartered Accountants.

Other Income

Rs in lakhs,

Particulars	For the Fiscal Year ended on March 31		Variance in %
	2025	2024
Interest income	1,551.71	1,435.05	8.13%
Rental income	0.06	2.27	(97.36%)
Unrealized gain on current investments measured at FVTPL	185.04	52.35	253.47%
Realized gain on current investments measured at FVTPL	-	7.95	(100.00%)
Gain on sale of property, plant and equipment (net)	-	9.42	(100.00%)
Gain on disposal of investment in subsidiary (FCL)	424.44	600.81	(29.36%)
Dividend income from financial assets measured at FVTPL	0.05	-	100.00%
Reversal of Allowance for expected credit loss on trade receivables	2.54	-	100.00%
Liabilities written back	46.82	327.83	(85.72%)
Gain on foreign currency transactions (net)	38.37	84.83	(54.77%)
Others	67.97	249.07	(72.71%)
Total	2,317.00	2,769.58	(16.34%)

Other income for the fiscal year ended March 31, 2025 declined by 16.34% to Rs 2,317.00 lakhs from Rs2,769.58 lakhs in the previous fiscal year, primarily due to a reduction in non-recurring and exceptional income items. Interest income remained the largest and most stable component of other income, increasing by 8.13% to Rs 1,551.71 lakhs from Rs 1,435.05 lakhs, reflecting higher investments in interestbearing instruments. Unrealized gains on current investments measured at FVTPL increased significantly to Rs 185.04 lakhs from Rs 52.35 lakhs due to favorable market movements. However, our Company did not record any realized gains on current investments or gains on sale of property, plant and equipment during FY 2025, as compared to FY 2024. Gains on disposal of investment in a subsidiary Forin Container Line Pvt. Ltd. declined to Rs 424.44 lakhs from Rs 600.81 lakhs, and liabilities written back reduced sharply to Rs 46.82 lakhs from Rs 327.83 lakhs, indicating lower one-time credits during the year. Gains on foreign currency transactions also decreased due to lower favorable exchange movements. Rental income was negligible, while dividend income and reversal of allowance for expected credit loss contributed marginally. Overall, while recurring income streams strengthened, the decline in exceptional and nonrecurring items led to a decrease in total other income during FY 2025.

Total Expense

(Rs in lakhs)

2024-25	2023-24	Variance in %
2,20,416.03	1,26,843.23	73.77%

The total expenditure for the Fiscal Year 2024-25 increased to Rs 2,20,416.03 Lakhs from Rs 1,26,843.23 Lakhs in Fiscal Year 2023-24, representing an increase of 73.77%.

Cost of Services

(Rs in lakhs)

2024-25	2023-24	Variance in %
2,01,606.81	1,13,725.85	77.27%

The cost of services consumed increased from Rs 1,13,725.85 lakhs in FY 2024 to Rs 2,01,606.81 lakhs in FY 2025, representing an increase of 77.27%. This increase was primarily driven by higher operating costs relating to freight, handling and servicing activities, arising from increased charges levied by airlines and shipping companies.

During FY 2025, higher freight rates and increased cargo volumes across both air and ocean segments contributed to the rise in costs. Global supply chain disruptions led to longer transit times and limited availability of carrier capacity, resulting in higher charges by airlines and shipping lines. To ensure timely delivery of consignments, a greater proportion of shipments were moved through air freight, which increased air cargo demand and average realization per tonne. In addition, ocean freight rates also increased, leading to higher average realization per TEU. As a result, higher freight rates and volumes, including factors discussed under the heading "Managements Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Restated Consolidated Financials for the Year ended March 31, 2025, with Financial Year ended March 31, 2024 - Red Sea Crisis" on page 502, contributed to the increase in our Companys cost of services during FY 2025.

Further, during FY 2025, the cost of services of the subsidiaries acquired by our Company namely RIV Worldwide Ltd, Rahat Continental Private Limited, Bolt Freight INC and Odyssey Logistics Private Limited was also consolidated, which contributed to the overall increase in consolidated cost of services. As our Company acquired four subsidiaries over FY 2024 and FY 2025, their freight, handling and servicing costs were included in the consolidated financial statements for a longer period in FY 2025 as compared to FY 2024. Accordingly, the consolidation of operating costs of these subsidiaries, along with the scaling of their operations post-acquisition, also contributed to the increase in our Companys consolidated cost of services during FY 2025.

Purchase of Stock in Trade

(Rs in lakhs)

2024-25	2023-24	Variance in %
92.65	1.93	4700.52%

Purchase of stock-in-trade increased significantly from Rs 1.93 lakhs in FY 2023-24 to Rs 92.65 lakhs in FY 2024-25, representing an increase of 4,700.52% year-on-year. This substantial rise is attributable to the operations of our Companys subsidiary, SLS Retail, which is engaged in the home furnishing and decor retail business.

Changes in inventories of Stock in T rade.

(Rs in lakhs)

2024-25	2023-24	Variance in %
(30.98)	0.10	(31,080) %

The changes in inventories of stock-in-trade for the financial year 2024-25 decreased to Rs 30.98 lakhs from Rs 0.10 lakhs in 2023-24, primarily on account of purchases made during the year. The inventory pertains to our subsidiary SLS Retail which is engaged in the home furnishing and decor retail business.

Employee benefits expenses

(Rs in lakhs,

2024-25	2023-24	Variance in %
9,041.20	6,593.86	37.12%

Our Company incurred employee benefit expenses of Rs 9,041.20 lakhs in FY 2024-25, as compared to Rs 6,593.86 lakhs in FY 2023-24, reflecting an increase of 37.12% year-on-year. This increase was primarily driven by higher salaries, wages and bonuses, increased contributions to provident fund and other employee benefit funds, and a rise in gratuity expenses. The growth in employee benefit costs was also supported by an increase in overall headcount from 950 in FY 24 to 1,163 in FY 25, in line with our Companys expanding operations and business requirements.

Finance Cost

(Rs in lakhs)

2024-25	2023-24	Variance in %
2,881.38	1,877.40	53.48%

Finance costs increased from Rs 1,877.40 lakhs in FY 2023-24 to Rs 2,881.38 lakhs in FY 2024-25, reflecting an increase of 53.48% year-on-year. The major contributor to this increase was higher interest expense arising from increased borrowings during the year. Long-term borrowings rose from Rs 6,742.94 lakhs in FY 2023-24 to Rs 10,586.94 lakhs in FY 2024-25, while short-term borrowings increased significantly from Rs 28,990.59 lakhs to Rs 45,256.20 lakhs, indicating higher reliance on debt to meet business expansion and working capital requirements. The expanded borrowing base led to higher interest on loans, which constituted the principal driver of the increase in finance costs. In addition, finance costs were impacted by interest on delayed payment of income tax and increased other finance costs; however, borrowings remained the dominant factor influencing the overall rise in finance costs during the year.

Depreciation and Amortization expense

(Rs in lakhs)

Particulars	2024-25	2023-24	Variance in %
Depreciation on property, plant and equipment	796.26	484.52	64.34%
Amortisation of intangible assets	344.68	221.71	55.47%
Depreciation of right-of-use assets	228.89	182.32	25.54%
Total	1,369.83	888.55	54.16%

Depreciation and amortization expense for the Financial Year 2024-25 amounted to Rs 1,369.83 lakhs, as compared to Rs 888.55 lakhs in FY 2023-24, reflecting an increase of 54.16% year-on-year. The increase was primarily attributable to higher additions to property, plant and equipment and intangible assets during the year. Net additions to property, plant and equipment, after adjusting for disposals, stood at Rs 4,842.75 lakhs in FY 2024-25 as compared to Rs 3,325.20 lakhs in FY 2023-24. In addition, additions to intangible assets increased significantly to Rs 8,538.40 lakhs in FY 2024-25 from Rs 2,274.44 lakhs in FY 2023-24. These capital investments, undertaken to support business expansion, operational efficiency and technology enablement, resulted in a higher depreciation and amortization charge during the year.

Other Expense

(Rs in lakhs,

2024-25	2023-24	Variance in %
5,455.14	3,755.54	45.26%

Other expenses of our company have increased by 45.26% to Rs 5,455.14 Lakhs mainly due to increase in the expense under following heads:

ft in lakhs,

Particulars	2024-25	2023-24	Variance in %
Power and fuel	153.81	119.47	28.74%
Rent	554.49	419.39	32.21%
Repair and Maintenance- Others	482.06	279.17	72.68%
Insurance	133.32	89.84	48.40%
Rates and Taxes	309.62	203.74	51.97%
Travelling and conveyance	831.98	693.76	19.92%
Corporate social responsibility expenditure	143.00	106.50	34.27%
Legal and Professional Charges	972.97	534.12	82.16%
Payment to Auditor Fees	76.35	37.50	103.60%
Advertising and sales promotion expenses	346.10	214.42	61.41%
Bank charges	162.15	115.03	40.96%
Vehicle running & Maintenance	151.36	99.24	52.52%
Impairment allowance for doubtful deposits & advances	130.97	100.00	30.97%
Membership fees & Subscription	120.25	53.45	124.98%
Allowance for expected credit loss on trade receivables	161.01	25.06	542.50%
Trade and other receivables written off	144.30	61.18	135.86%

Other expenses increased by 45.26% to Rs 5,455.14 lakhs in FY 2024-25 from Rs 3,755.54 lakhs in FY 202324, mainly due to the expansion of our operations. The increase was driven by higher operating and administrative costs, including power and fuel, rent, repairs and maintenance, rates and taxes, travelling and conveyance, and vehicle-related expenses. Professional and compliance-related expenses such as legal and professional charges and auditor fees also rose in line with increased regulatory and advisory requirements. Additionally, higher advertising and sales promotion expenses, increased bank charges, and higher impairment allowances and write-offs for trade receivables contributed to the overall increase in other expenses.

Provision for Tax

(Rs in lakhs)

2024-25	2023-24	Variance in %
1,900.68	1,388.70	36.87%

Taxation expenses include current tax and deferred tax which have increased due to increase in Profit.

Profit after Tax

(Rs in lakhs)

2024-25	2023-24	Variance in %
4,813.97	3,449.35	39.56%

Profit after tax increased by 39.56% to Rs 4,813.97 lakhs in FY 2024-25 from Rs 3,449.35 lakhs in FY 202324, primarily due to higher revenue from operations driven by increased freight volumes, improved realizations, and higher contribution from subsidiaries. The increase was partially offset by higher cost of services, employee benefit expenses, finance costs, depreciation and amortization expenses, lower other income, and higher tax expense resulting from increased profitability. For the reasons behind the increase in revenue of our company during FY 25, refer to section "Managements Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Restated Consolidated Financials for the Year Ended March 31, 2025, With Financial Year Ended March 31, 2024" beginning on page 500.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through debt financing and funds generated from our operations. From time to time, we obtained loan facilities to finance our short-term working capital requirements.

CASH FLOW

The table below summaries our cash flows from our Restated Consolidated Financial Information for the Fiscal Year ended March 31, 2026, 2025 and 2024:

(Rs in lakhs)

Particulars	For the Fiscal Year ended March 31
	2025-26	2024-25	2023-24
Net cash generated from / (used in) operating activities	11,361.60	201.05	(904.17)
Net cash generated from / (used in) Investing Activities	(17,911.15)	(15,228.95)	(13,101.29)
Net cash generated from / (used in) from financing activities	5,208.21	22,148.70	15,534.08
Net Increase / (decrease) in Cash & Cash Equivalents	(1,341.34)	7,120.80	1,528.62
Cash and cash equivalents at the beginning of the year	14,122.33	7,015.09	5,480.39
Exchange difference on translation of foreign currency cash and cash equivalents	(18.65)	(13.56)	6.08
Cash and cash equivalents at the end of the year	12,762.34	14,122.33	7,015.09

OPERATING ACTIVITIES Fiscal Year 2025-26

Net cash generated from operating activities was Rs 11,361.60 lakhs in FY 2025-26, compared to Rs 201.05 lakhs in FY 2024-25. The significant improvement was primarily driven by higher operating profitability and effective management of working capital requirements arising from increased business operations. Operating profit before working capital changes increased to Rs 13,233.11 lakhs in FY 2025-26 from Rs 9,202.47 lakhs in FY 2024-25, reflecting the growth in the scale of operations. Revenue from operations increased by 25.14% during FY 2025-26, while operating cash flow increased significantly, indicating improved cash generation from business operations. The cash generated from operations was impacted by an increase in trade receivables of Rs 12,080.27 lakhs, primarily due to higher revenue volumes and increased business activity. The impact of higher receivables was partially offset by an increase in trade payables of Rs 9,901.97 lakhs, reflecting higher procurement requirements and increased operational scale. Other working capital movements also contributed to operating cash flow, including a decrease in other assets of Rs 2,844.76 lakhs, partially offset by changes in other financial assets, provisions and liabilities. The cash generated from operations was further adjusted for income tax paid of Rs 2,650.99 lakhs.

Fiscal Year 2024-25

Net cash generated from operating activities was Rs 201.05 lakhs in FY 2024-25, compared to a net cash outflow of Rs 904.17 lakhs in FY 2023-24. The improvement was primarily attributable to higher operating profitability and release of working capital deployed in trade receivables. Operating profit before working capital changes increased to Rs 9,202.47 lakhs in FY 2024-25 from Rs 5,261.44 lakhs in FY 202324, reflecting improvement in operating performance and growth in business operations. Operating cash flow benefited from a decrease in trade receivables of Rs 3,701.02 lakhs, indicating improved collections during the year and release of working capital. However, this benefit was partially offset by a decrease in trade payables of Rs 3,921.46 lakhs, resulting from settlement of supplier obligations during the year. Our Company also experienced an increase in other assets of Rs 6,025.46 lakhs, which represented deployment of working capital towards operational requirements and balances lying with Government which partially impacted cash generation from operations. The cash generated from operations was further adjusted for income tax paid of Rs 2,894.01 lakhs.

Fiscal Year 2023-24

Net cash used in operating activities was Rs 904.17 lakhs in FY 2023-24, despite generating operating profit before working capital changes of Rs 5,261.44 lakhs. The net operating cash outflow was primarily attributable to increased working capital deployment arising from business expansion. The principal use of cash was an increase in trade receivables of Rs 14,482.08 lakhs, reflecting higher business volumes and the corresponding extension of credit to customers. This increase represented a timing difference between revenue recognition and the collection of customer receivables, resulting in higher working capital requirements during the year. The impact of the increase in trade receivables was partially offset

by an increase in trade payables of Rs 8,328.33 lakhs, which supported operating cash flows, along with changes in provisions and other working capital items. Further, income tax payments of Rs 840.36 lakhs reduced the cash generated from operations, resulting in a net cash outflow from operating activities of Rs 904.17 lakhs.

INVESTING ACTIVITIES

Fiscal Year 2025-26

Net cash used in investing activities was Rs 17,911.15 lakhs in FY 2025-26, compared to Rs 15,228.95 lakhs in FY 2024-25, primarily due to continued investments in strategic infrastructure, acquisition-related payments and deployment of funds towards long-term growth initiatives. Our Company incurred Rs 5,297.16 lakhs towards purchase of property, plant and equipment, primarily towards expansion of owned infrastructure, including assets relating to Mahipalpur office development, Okhla warehouse facility and other operational assets, to support future growth and reduce dependence on leased facilities. Our Company also incurred Rs 8,476.50 lakhs towards acquisition of subsidiary, as part of its inorganic growth strategy, strengthening its logistics capabilities, customer relationships and geographic presence. Further, Rs 555.84 lakhs were invested towards intangible assets to support operational capabilities. We have also placed Rs 5,103.97 lakhs in bank deposits not considered as cash and cash equivalents, reflecting deployment of funds for treasury management. These outflows were partially offset by interest received of Rs 1,536.94 lakhs. Overall, the investing outflow reflects continued investment in infrastructure, strategic acquisitions and long-term business capability enhancement.

Fiscal Year 2024-25

Net cash used in investing activities was Rs 15,228.95 lakhs in FY 2024-25, compared to Rs 13,101.29 lakhs in FY 2023-24, primarily due to investments in business expansion, acquisitions and operational infrastructure. Our Company incurred Rs 4,992.43 lakhs towards purchase of property, plant and equipment and Rs 7,053.01 lakhs towards acquisition of subsidiary, reflecting investments undertaken to strengthen operational capabilities and pursue inorganic growth opportunities. We also incurred Rs 897.20 lakhs towards intangible assets and invested Rs 520.00 lakhs in mutual funds as part of treasury management activities. Further, Rs 2,668.31 lakhs were placed in bank deposits not considered as cash and cash equivalents. These outflows were partially offset by interest received of Rs 491.75 lakhs and proceeds from sale of investments in subsidiaries amounting to Rs 489.68 lakhs. The investing cash outflow reflects continued focus on expanding business capabilities and supporting future growth.

Fiscal Year 2023-24

Net cash used in investing activities was Rs 13,101.29 lakhs in FY 2023-24, primarily due to investments in property, plant and equipment, acquisitions and deployment of surplus funds. Our Company incurred Rs 4,659.71 lakhs towards purchase of property, plant and equipment, Rs 3,468.43 lakhs towards acquisition of subsidiaries and Rs984.95 lakhs towards intangible assets to support operational expansion and strategic growth initiatives. We also invested Rs 2,650.00 lakhs in mutual funds and placed Rs 4,508.00 lakhs in bank deposits not considered as cash and cash equivalents. These outflows were partially offset by proceeds from sale of investments in mutual funds and subsidiaries amounting to Rs 757.95 lakhs and Rs 1,368.40 lakhs, respectively, along with interest received of Rs 940.68 lakhs. The investing cash outflow represented continued investments towards infrastructure development, strategic opportunities and liquidity management.

FINANCING ACTIVITIES

Fiscal Year 2025-26

Net cash generated from financing activities was Rs 5,208.21 lakhs in FY 2025-26, compared to Rs 22,148.70 lakhs in FY 2024-25, primarily due to lower net borrowings during the year despite continued funding requirements for business operations and strategic investments. During FY 2025-26, our Company received Rs 34,231.87 lakhs from borrowings, primarily towards funding working capital requirements and capital expenditure initiatives. This was partially offset by repayment of borrowings amounting to Rs 27,789.98 lakhs, resulting in a net increase in borrowings during the year. We also raised Rs 4,823.19 lakhs through issue of shares, while Rs 4,584.74 lakhs was paid towards interest on borrowings, reflecting higher finance costs due to increased debt utilization. Further, we also incurred Rs 417.22 lakhs towards share issue expenses, paid Rs 224.85 lakhs as dividends and made payments towards lease liabilities and related interest. The overall financing cash inflow reflects continued access to funding sources to support working capital requirements, infrastructure investments and business expansion.

Fiscal Year 2024-25

Net cash generated from financing activities was Rs 22,148.70 lakhs in FY 2024-25, compared to Rs 15,534.08 lakhs in FY 2023-24, primarily due to higher borrowings and proceeds from issue of shares. During FY 2024-25, our Company received Rs 27,796.93 lakhs from borrowings, primarily to support working capital requirements, strategic investments and business expansion initiatives. This was partially offset by repayment of borrowings amounting to Rs 7,687.32 lakhs. Our Company also raised Rs 7,577.45 lakhs through issue of shares, which strengthened its capital base. Financing outflows included interest paid of Rs 2,801.18 lakhs, share issue expenses of Rs 825.20 lakhs, dividend payments of Rs 416.52 lakhs and payments towards lease liabilities. The higher financing inflow during FY 2024-25 reflects increased utilization of external funding sources to support our growth initiatives and capital requirements.

Fiscal Year 2023-24

Net cash generated from financing activities was Rs 15,534.08 lakhs in FY 2023-24, primarily due to proceeds from borrowings undertaken to support working capital requirements and business expansion. During FY 2023-24, our Company received Rs 19,517.33 lakhs from borrowings, partially offset by repayment of borrowings amounting to Rs 2,148.20 lakhs. Our Company also received Rs 338.85 lakhs from non-controlling shareholders (net of dividend paid). Financing outflows during the year included interest paid of Rs 1,810.50 lakhs, payments towards lease liabilities and dividend payment of Rs 150.00 lakhs. The financing inflow supported our liquidity requirements and continued investment in business operations.

FINANCIAL INDEBTEDNESS

As on March 31, 2026, our company has total outstanding of secured borrowings from banks and other financial institutions aggregating to Rs 62,334.44 Lakhs in the ordinary course of business.

CONTINGENT LIABILITIES

Disclosure of contingent liability is made when there is possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate of amount cannot be made.

Company has contingent liability and capital commitments on March 31, 2026 are as under:

(Rs in lakhs)

Particulars	For the year Ended March 31, 2026
(A) Contingent liabilities
a) Guarantees issued by banks	270.00
b) Income tax Matters	130.00
c) Indirect tax Matters	3,813.78
(B) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided	810.89
Corporate Guarantees issued by holding company to banks on behalf of and in respect of fund and non-fund-based credit facilities availed by its subsidiary companies-
(i) Forin Container Line Private Limited	13,507.90
(ii) Braceport Logistics Limited	1,000.00
(iii)Skart Global Express Private Limited	2,000.00
(iv) Phantom Express Private Limited	4,065.00
Particulars	For the year Ended March 31, 2026
(v) Rahat Continental Private Limited	1,000.00
(vi) Skyways SLS Cargo Services LLC UAE	1,656.45
(vii) Skyways SLS Logistik GMBH	654.00
Total (A+B)	28,908.02

OFF-BALANCE SHEET ITEMS

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

CAPITAL EXPENDITURE

Our capital expenditures under the head Non-Current Assets includes expenditure on property, plant and equipment.

The following table sets out the capital expenditure (addition to property, plant and equipment) for the periods indicated:

(Rs in lakhs)

Particulars	For the fiscal year ended on March 31
	2025-26	2024-25	2023-24
Furniture & Fixtures	196.56	478.60	229.21
Office Equipment	55.78	111.85	60.92
Computers	98.06	162.10	127.10
Freehold Land	2,019.09	-	850.00
Building	-	2,365.56	754.11
Plant and Machinery	-	67.54	27.18
Electrical Equipment	128.05	260.87	32.59
Motor Vehicles	347.25	1,369.45	1,076.67
Leasehold Improvements	37.39	81.73	213.03
TOTAL	2,882.18	4,897.70	3,370.81

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration, salary, Short Term Borrowing, share capital, Loan taken & given, Interest on loan, purchase & sales of goods, Investments etc. For further details of such related parties under Ind AS-24, refer chapter titled "Restated Consolidated Financial Information" beginning on page 365.

CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS

There is no change in the significant accounting policies of our company in the last 3 Fiscal Years. For further details, please refer to chapter titled "Restated Consolidated Financial Information" beginning on page 365.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Credit Risk

Credit risk is the risk of financial loss to the Company, if a customer or the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivables from customers and from its investing activities, including deposits with banks. The carrying amounts of financial assets represent the maximum credit risk exposure.

Liquidity Risk

Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Our Companys approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companys reputation. Our working capital is sufficient to meet our current requirements.

Market Risks

We are exposed to various types of market risks during the normal course of business. Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: price risk, currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Effect of Inflation

In recent years, India has experienced relatively high rates of inflation. While inflation had no any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us.

Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

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

Other than as disclosed in the section titled "Risk Factors" beginning on page 29 to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Future changes in relationship between costs and revenues

Other than as described in chapter titled "Risk Factors" beginning on page 29 and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue. Our Companys future costs and revenues will be determined by demand/ supply situation, government policies, global market situation and cost of our services.

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

Indian rules and regulations as well as the overall growth of Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

Other than as described in the section titled "Risk Factors" beginning on page 29, to our knowledge there are no significant economic changes that materially affects or are likely to affect income of our Company from continuing operations.

The extent to which services increase in net sales or revenue are due to better content quality and increase in number of users.

Increase in revenue is by and large linked to increases in volume of business activity by the Company.

Total turnover each Major Industry Segment

We are actively engaged in providing a comprehensive suite of services, including air freight forwarding, ocean freight forwarding, trucking, warehousing, custom broking, technology driven express cargo and parcel delivery and a wide range of Value-Added Services (VAS) to support the diverse needs of our clientele across domestic and international markets. The product and service category wise details of revenue of our Company for the Fiscal Years ended on March 31, 2026, 2025, and 2024, based on Restated Consolidated Financial Information, are as under:

(Rs in Lakhs)

Particulars	For the year ended on March 31,
	2026		2025		2024
	Amount	% of revenue from operations	Amount	% of revenue from operations	Amount	% of revenue from operations
A. Sale of Services
Air Cargo Services	2,16,639.87	77.02%	1,64,076.56	72.99%	1,02,099.98	79.20%
Ocean Cargo Services	42,260.32	15.02%	39,450.06	17.55%	16,495.76	12.80%
Express Cargo & Parcel	16,277.96	5.79%	14,123.41	6.28%	5,882.79	4.56%
Trucking	3,868.35	1.38%	6,051.30	2.69%	3,733.70	2.90%
Value Added services	1,726.44	0.61%	616.93	0.27%	573.17	0.44%
Warehousing	368.16	0.13%	382.14	0.17%	122.87	0.10%
Total (A)	2,81,141.10	99.95%	2,24,700.40	99.96%	1,28,908.27	100.00%
B. Sale of Products
E Commerce and Other Retail	148.79	0.05%	82.09	0.04%	2.74	0.00%
Total (B)	148.79	0.05%	82.09	0.04%	2.74	0.00%
Total (A+B)	2,81,289.89	100.00%	2,24,782.49	100.00%	1,28,911.01	100.00%

Pursuant to certificate dated July 11, 2026, received from Independent Chartered Accountant, M/S S.K. Singla & Associates, Chartered Accountants.

Reservations, qualifications and adverse remarks

Except as disclosed in chapter titled "Restated Consolidated Financial Information" beginning on page 365, there have been no reservations, qualifications and adverse remarks.

Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any bank or financial institution

Except as disclosed in chapter titled "Restated Consolidated Financial Information" beginning on page 365, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

During the review period, two instances of fraud were reported in the Groups subsidiaries. Forin Container Line Private Limited identified a fraud involving diversion of vendor payments amounting to Rs 293.98 lakhs by an employee to his own and his relatives bank accounts. The Company recovered the entire amount during the same financial year, resulting in no financial impact. Further, Phantom Road Express Private Limited reported a fraud involving misappropriation of funds, unauthorized transactions and false invoicing by senior employees in collusion with a third party, with an estimated amount of Rs 265.00 lakhs. Appropriate provisions have been recognised in the financial statements for the identified loss.

Status of any publicly announced new products / projects or business segments

Our Company has not announced any new projects or business segments, other than disclosed in the Red Herring Prospectus. For details of our new projects or business segments please refer to the chapter titled "Our Business" beginning on page 250.

Increase in income

Increases in our income are due to the factors described above in this chapter under "Key Factors that may affect our Results of Service" and chapter titled "Risk Factors" beginning on page 476 and 29 respectively.

Competitive Conditions

We face competition from existing and potential organized and unorganized competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled "Our Business" beginning on page 250.