Waterways Leisure Tourism Limited Management Discussions

(3) Shipboard cost of sales includes various expenses incurred towards providing onboard services, including the cost of food, production and operational expenses for onboard entertainment activities, expenses related to operating shore excursions, and revenue sharing with business partners for services such as shops, photography, and spa and salon services.

Efficient management of these costs can lead to substantial cost savings and improved profitability. For example, fluctuations in global oil prices, driven by geopolitical tensions, supply chain disruptions, and changes in demand, can lead to unpredictable fuel costs. Additionally, regulatory changes, such as stricter emissions standards, require us to invest in cleaner and often more expensive fuel options. Furthermore, the availability of fuel at various ports can influence our itinerary planning and operational efficiency. We will be required to ensure a consistent supply of fuel at competitive prices to maintain our schedules and delivering a seamless experience to our passengers. Any disruptions in fuel supply can lead to delays, increased costs, and potential loss of revenue. Further, reducing fuel consumption through optimized routes and advanced technologies can lower fuel expenses, directly enhancing our profit margins. Similarly, streamlining port operations, negotiating better terms with port authorities, and implementing efficient crew scheduling practices can reduce port and crew-related expenses, improving operational efficiency and reducing labour costs. Efficient procurement and inventory management can also lower shipboard costs, contributing to overall cost savings. Conversely, inefficiencies in managing these operating costs can have a negative impact on our financial performance. Higher fuel consumption due to inefficient operations or suboptimal routes can increase fuel expenses, reducing profit margins. Inefficient port operations can lead to higher port fees and operational delays, increasing costs and potentially resulting in penalties for late deliveries. Poor crew scheduling and high turnover rates can drive up labour costs and disrupt operational continuity. Inefficient procurement and inventory management can lead to increased shipboard costs, stockouts, or overstocking, negatively affecting both costs and customer satisfaction.

Further, recent geopolitical tensions in the Middle East, including disruptions to shipping through the Strait of Hormuz, have resulted in heightened volatility and upward pressure on global crude oil prices. Any significant increase in fuel prices or any disruption in the timely availability of fuel may adversely impact our operating costs and may lead to disruptions in our operations, which could have an adverse effect on our business, results of operations, financial condition and cash flows.

PRESENTATION OF FINANCIAL INFORMATION

The restated consolidated financial information of our Company comprise the Restated Statement of Assets and Liabilities as at March 31, 2026, March 31, 2025 and March 31, 2024, the Restated Statement of Profit and Loss, the Restated Statement of Cash Flows, the Restated Statement of Changes in Equity and the Summary of Material Accounting Policies and Explanatory Information and related notes thereon for each of the years ended March 31, 2026, March 31, 2025 and March 31, 2024 (collectively, the “Restated Consolidated Financial Information”).

The Restated Consolidated Financial Information have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015, as amended, and other applicable guidance.

The Restated Consolidated Financial Information have been compiled from:

• The audited statutory financial statements of the group (including the Company and its subsidiaries) as at and for year ended March 31, 2026 and March 31, 2025 prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended and other accounting principles generally accepted in India.

• The statutory consolidated financial statements for the year ended March 31, 2025 are the first financial statements that has been prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2024, our Company prepared its statutory standalone financial statements in accordance with accounting standards notified under section 133 of the Companies Act, 2013, read together with Companies (Accounting Standards) Rules, 2021, as amended. Accordingly, our Company has prepared the statutory consolidated financial statements which comply with applicable Ind AS for the year ended March 31, 2025, together with the comparative period data as at and for the year ended March 31, 2024 and opening balance sheet as on April 1, 2023 as transition date by making Ind AS and other adjustments to comply with requirements of Ind AS including in accordance with Appendix C of Ind AS 103 on Business Combinations in relation to common control transaction. Accordingly, as disclosed in note 1.1 and 43 to the Restated Consolidated Financial Information, the restated financial information for year ended March 31, 2023 has been prepared by making Ind AS and other adjustments to comply with requirements of Ind AS, the ICDR Regulations and the Guidance Note in the audited statutory financial statements of March 31, 2023 prepared in accordance with the Companies (Accounting Standards) Rules, 2021 as amended.

NON-GAAP MEASURES

Certain measures such as EBITDA, EBITDA Margin, PAT Margin, Return on Equity, Return on Capital Employed and Debt to Equity Ratio (together, “Non-GAAP Measures”), presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. In addition, these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a companys operating performance.

EBITDA

EBITDA is calculated as addition of profit before exceptional items and tax, depreciation and amortisation and finance cost.

EBITDA Margin

EBITDA margin is calculated as EBITDA divided by revenue from operations.

PAT Margin

PAT margin is calculated as profit/(loss) for the period/year divided by total income.

Return on Equity

Return on Equity is calculated as profit/(loss) for the year/ period divided by average net worth.

Return on Capital Employed

Return on Capital Employed is EBIT (Earning before interest and tax) divided by average capital employed.

Debt to Equity Ratio

Debt Equity Ratio is calculated as total debt divided by total equity.

MATERIAL ACCOUNTING POLICIES

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Sale of cruise tickets

Revenue from sales of tickets is recognised as cruise revenue, on the date of completion of sailing. Guest cancellation fees are recognised in cruise passenger ticket revenue at the time of cancellation and included in sales of tickets. Our Company collects goods & services tax on behalf of the government and, therefore, these are not economic benefits flowing to our Company. Hence, they are excluded from revenue.

Income from onboard services

Revenue from other onboard activities is recognised as and when such services are rendered.

Commission Income

Revenue from management consultancy services / commission income is recognised as per the terms of the agreement.

Interest Income

Interest income is recognised on a time proportion basis taking into account the outstanding amount and the applicable interest rate. Interest income is included under the head “other income” in the statement of profit and loss.

Trade receivables, advance received from customers and unbilled revenue

Receivables are generally carried at the original invoiced amount, less an allowance for doubtful receivables where there is objective evidence that balances will not be recovered in full. Unbilled receivables are recognised to the extent of the services not billed at the year end. Amounts billed and received against which services are not completed at year end are treated and shown as advance received from customers.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Our Company assesses whether a contract is or contains a lease, at inception of the contract. Our Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less). For these leases, our Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; and

• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date.

The lease liability is presented as a separate line in the statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

Our Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the statement of financial position.

Our Company applies International Accounting Standard 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Impairment policy.

Foreign currency transactions and translations

Initial recognition

Transactions denominated in foreign currencies are accounted at the exchange rates prevailing on the date of the transaction.

Measurement of foreign currency monetary items at the Balance Sheet date

Monetary items denominated in foreign currencies at the year-end are restated at the exchange rates prevailing on the date of the Balance Sheet. Non-monetary items denominated in foreign currencies are carried at cost.

Treatment of exchange differences

Exchange differences arising on settlement/restatement of monetary assets and liabilities of our Company are recognized as income or expense in the Statement of Profit and Loss.

For the purposes of presenting these restated consolidated financial information, the assets and liabilities of our Company s foreign operations are translated into Indian Rupees using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

Employee benefits

Employee benefits include provident fund and gratuity.

Defined contribution plan

In accordance with the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952, eligible employees of our Company are entitled to receive benefits with respect to provident fund, a defined contribution plan in which both our Company and the employee contribute monthly at a determined rate. Our Companys contribution to Provident Fund is charged as an expense in the Statement of Profit and Loss.

Defined benefit plan

Benefits payable to eligible employees of our Company with respect to gratuity, a defined benefit plan is accounted for on the basis of an actuarial valuation as at the balance sheet date. In accordance with the Payment of Gratuity Act, 1972, the plan provides for lump sum payments to vested employees on retirement, death while in service or on termination of employment in an amount equivalent to 15 days basic salary for each completed year of service. Vesting occurs upon completion of five years of service. Our Company contributes all the ascertained liabilities to a fund set up by our Company and administered by a board of trustees. The present value of such obligation is determined by the projected unit credit method and adjusted for past service cost. The resultant actuarial gain or loss on change in present value of the defined benefit obligation is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur.

Compensated absences

Accumulated leaves, which are expected to be utilized within the next 12 months, are treated as short-term employee benefit. Our Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefits it for measurement purposes. Such long-term compensated absences are provided for, based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains / losses are immediately taken to the statement of profit and loss and are not deferred.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current Tax:

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Our Companys current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred Tax:

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the restated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which our Company expects, at the end of the reporting period, to recover or settle the carrying amount of our assets and liabilities.

Current and deferred tax for the year:

Current and deferred tax are recognised in statement of profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

Property, plant and equipment

Recognition and measurement

Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, the initial estimate of any decommissioning obligation, if any, and, for assets that necessarily take a substantial period of time to get ready for their intended use, finance costs. Cost includes import duties and any non-refundable taxes on such purchase, after deducting rebates and trade discounts and is inclusive of freight, duties, taxes and other incidental expenses. All cost are capitalized which are directly attributable to bringing assets to the condition and location essential for it to operate in a manner as intended by the management. In respect of assets due for capitalization, where final bills/claims are to be received/passed, the capitalisation is based on the engineering estimates. Final adjustments, for costs and depreciation are made retrospectively in the year of ascertainment of actual cost and finalisation of claim.

Capital work in progress includes the cost of property plant and equipment that are not yet ready for their intended use and the cost of assets not put to use before the Balance Sheet date.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate component of property, plant and equipment.

Depreciation/Amortisation

Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values and is charged to Statement of Profit and Loss. Depreciation on all tangible fixed assets is provided on the straight line method over the estimated useful life of the assets at the rates specified below which corresponds with Schedule II to the Companies Act, 2013.

Depreciation on addition to property, plant and equipment is provided on pro-rata basis from the date of acquisition of the assets. Depreciation on sale/deduction from property, plant and equipment is provided for up to the date of sale, deduction, discardment as the case may be.

The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. In respect of assets whose useful lives has been revised, the unamortized depreciable amount is charged over the revised remaining useful lives of the assets.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of property, plant and equipment (calculated as the difference between the net disposal proceeds and the carrying amount of property, plant and equipment) is included in the Statement of Profit and Loss when property, plant and equipment is derecognized. The carrying amount of any component accounted as a separate component is derecognized, when replaced or when the property, plant and equipment to which the component relates gets derecognized.

Intangible assets

Recognition and measurement

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Derecognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

Impairment of tangible and intangible assets

At the end of each reporting period, we review the carrying amounts of our tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, our Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

An assessment is made annually as to see if there are any indications that impairment losses recognized earlier may no longer exist or may have come down. The impairment loss is reversed, if there has been a change in the estimates used to determine the assets recoverable amount since the previous impairment loss was recognized. If it is so, the carrying amount of the asset is increased to the lower of its recoverable amount and the carrying amount that have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. After a reversal, the depreciation charge is adjusted in future periods to allocate the assets revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Reversals of Impairment loss are recognized in the Statement of Profit and Loss.

Inventories

Inventories of consumables are valued at cost (on weighted average basis) after providing for obsolescence and other losses, where considered necessary. Cost includes all expenses incurred in bringing the goods to their present location and condition, including octroi and other levies, transit insurance and receiving charges.

Provisions, contingent liabilities and contingent assets

Provisions:

Provisions are recognized when our Company has a present obligation (legal or constructive) as a result of a past event, it is probable that our Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Contingent liabilities:

Contingent liabilities are disclosed when there is a 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 our Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent assets:

Contingent assets are not recognized in the accounts. However they are disclosed when the possible right to receive exists.

Segment reporting

Our Companys segmental reporting is in accordance with Ind AS 108 Operating Segments. Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors, which is responsible for allocating resources and assessing performance of the operating segments, and has been identified as the chief operating decision maker.

Earnings per share

Basic earnings per share (“EPS”) is computed by dividing the net profit or loss (excluding OCI) for the year attributable to equity shareholders by the weighted average number of shares outstanding during the year.

Diluted earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of shares outstanding during the period as adjusted for the effects of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

Cash and cash equivalents

In the cash flow statement, cash and cash equivalents include cash in hand, demand deposits with banks, other short term highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Financial instruments

Financial assets and financial liabilities are recognized when our Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

Initial recognition and measurement

All financial assets are recognized initially at fair value and transaction cost that is attributable to the acquisition of the financial asset is also adjusted.

Subsequent measurement

For the purpose of Subsequent measurement, our Company classifies financial assets in following categories:

• Financial assets at amortized cost;

• Financial assets at fair value through other comprehensive income (“FVTOCI”); and

• Financial assets at fair value through profit or loss (“FVTPL”).

Financial assets are measured at amortized cost if both of the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding.

Financial assets are measured at fair value through other comprehensive income if both of the following conditions are met:

• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding.

All financial assets not classified as measured at amortized cost or FVTOCI as described above are measured at FVTPL.

Financial assets are subsequently measured at amortized cost using the effective interest rate (“EIR”) method.

Financial assets are subsequently measured at FVTOCI with gains and losses arising from changes in fair value recognized in other comprehensive income.

Financial assets are subsequently measured at FVTPL with gains and losses arising from changes in fair value recognized in profit or loss.

All equity instruments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at fair value through profit and loss (“FVTPL”). For all other equity instruments, our Company decides to classify the same either as at fair value through other comprehensive income (“FVOCI”) or fair value through profit and loss (“FVTPL”)

De-recognition of financial assets

A financial asset is primarily de-recognized when the rights to receive cash flows from the asset have expired or our Company has transferred our rights to receive cash flows from the asset.

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognized initially at fair value and transaction cost that is attributable to the acquisition of the financial liabilities is also adjusted. These liabilities are classified at amortized cost.

Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method. This category generally applies to long-term payables and deposits.

De-recognition of financial liabilities

A financial liabilities is de-recognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Impairment of financial instruments

In accordance with Ind-AS 109, our Company applies Expected Credit Loss (“ECL”) model for measurement and recognition of impairment loss for financial assets.

ECL is the difference between all contractual cash flows that are due to our Company in accordance with the contract and all the cash flows that our Company expects to receive. When estimating the cash flows, our Company is required to consider:

• All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets; and

• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

Trade receivables

As a practical expedient our Company has adopted ‘simplified approach using the provision matrix method for recognition of expected loss on trade receivables. The provision matrix is based on historical default rate observed over the expected life of the trade receivable and is adjusted for forward-looking estimates. At every reporting date, the historical default rates are updated and changes in the forward-looking estimates are analysed. Further receivables are segmented for this analysis where the credit risk characteristics of the receivables are similar.

Other financial assets

For recognition of impairment loss on other financial assets and risk exposure, our Company determines whether there has been a significant increase in the credit risk since initial recognition and if credit risk has increased significantly, impairment loss is provided.

Functional and presentation currency

These restated financial statements are presented in Indian Rupees, the functional currency of our Company. All amounts have been rounded to the nearest million, up to two decimal places, unless otherwise stated.

Operating cycle

Based on the nature of products / activities of our Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, our Company has determined our operating cycle as 12 months for the purpose of classification of our assets and liabilities as current and non-current.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in the accounting policies other than as disclosed under Note 44 in the Restated Consolidated Financial Information in respect of changes in accounting policies, as defined in Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors (Ind AS 8), followed by the Company in the preparation and presentation of the Restated Consolidated Financial Information as at and for the years ended March 31, 2026, March 31, 2025 and March 31, 2024.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

Total Income

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

Revenue from operations

Revenue from operations comprises (i) cruise ticket sales; (ii) onboard revenue; and (iii) other operating revenue from commission income.

Other Income

Other income includes (i) interest on bank deposits; (ii) unwinding of discount on security deposits; (iii) balances written back - net; (iv) exchange rate difference; (v) insurance claim received; (vi) interest on loan given; (vii) bad debts recovery; and (viii) miscellaneous income.

Expenses

Our expenses comprise (i) operating expenses; (ii) employee benefits expense; (iii) finance costs; (iv) depreciation and amortization expense; and (v) other expenses.

Operating Expenses

Operating expenses comprise (i) fuel; (iii) port related expenses; (iv) crew related expenses; (v) shipboard cost of sales; and (vi) on board expenses.

Employee Benefit Expenses

Employee benefit expenses comprises (i) salaries and wages; (ii) contributions to provident and other funds; (iii) staff welfare expenses; and (iv) gratuity expenses.

Finance Costs

Finance costs include (i) interest on borrowings; (ii) interest on late payment of taxes; and (iii) interest on lease liability.

Depreciation and Amortisation Expenses

Depreciation and amortisation expenses comprise depreciation on property, plant and equipment, right-of-use assets created on buildings and vessels, and amortisation of trademark.

Other Expenses

Other expenses comprises (i) sales and marketing expenses; (ii) bank/payment gateway charges; (iii) commission to agents; (iv) travelling and accomodation; (v) outsource personnel cost; (vi) communication expenses; (vii) auditors remuneration; (viii) exchange rate difference; (ix) bad debts; (x) IT cost; (xi) rent, rates and taxes; (xii) legal and professional fees; (xiii) royalty expenses; (xiv) insurance; (xv) repairs and maintenance; and (xvi) miscellaneous expenses.

RESULTS OF OPERATIONS FOR FISCAL 2026, 2025 AND 2024

The following table sets forth select financial data from our restated statement of profit and loss on a consolidated basis for Fiscal 2026, 2025 and 2024, the components of which are also expressed as a percentage of total income for such periods:

FISCAL 2026 COMPARED TO FISCAL 2025

Total Income

Total income decreased by 1.79% from Rs 5,976.83 million in Fiscal 2025 to Rs 5,869.94million in Fiscal 2026 on account of a decrease in revenue from operations and an increase in other income as discussed below.

Revenue from Operations

Revenue from operations decreased by 1.84% from Rs 5,906.05 million in Fiscal 2025 to Rs 5,797.45 million in Fiscal 2026, due to a decrease in income from lease of vessel from Rs 75.06 million in Fiscal 2025 to nil in Fiscal 2026 on account of a change in the time charter arrangement (earlier between Bay Cruise Investment Inc (“Bay Cruise”), Global Shipping and Leisure Limited (“GSLL”) and our Company and now directly between Bay Cruise and our Company) and a decrease in onboard revenue from Rs 533.73 million in Fiscal 2025 to Rs 505.76 million in Fiscal 2026 on account of variations in passenger cruise days and onboard spending behaviour.

Other Income

Other income has increased from Rs 70.78 million in Fiscal 2025 to Rs 72.49 million in Fiscal 2026, primarily due to an increase in exchange gain from nil in Fiscal 2025 to Rs 20.44 million in Fiscal 2026 on account of higher rate of USD-INR exchange rate on advances and security deposits given, and an increase in interest on loan given from Rs 4.81 million in Fiscal 2025 to Rs 18.27 million in Fiscal 2026 on account of an increase in the interest rate from 7.8% to 12% per annum, compounded monthly, on the outstanding principal.

Expenses

Total expenses increased by 5.18% from Rs 4,836.97 million in Fiscal 2025 to Rs 5,087.43 million in Fiscal 2026, primarily on account of an increase in operating expenses, employee benefits expense and other expenses, which is partially offset by a decrease in depreciation and amortisation expense and finance costs as discussed below.

Operating Expenses

Operating expenses increased by 19.70% from Rs 2,667.52 million in Fiscal 2025 to Rs 3,193.12 million in Fiscal 2026, primarily due to an increase in shipboard cost of sales from Rs 881.34 million in Fiscal 2025 to Rs 1,362.27 million in Fiscal 2026 on account of campbell crew wages that were earlier borne by GSLL in Fiscal 2025 and, pursuant to a change in arrangements, are now accounted for as reimbursements of expenses to Bay Cruise and are consolidated with our Company, and an increase in port related expenses from Rs 363.89 million in Fiscal 2025 to Rs 455.08 million in Fiscal 2026 on account of higher costs associated with international port calls, including Singapore, Malaysia and Thailand, undertaken during the year.

Employee Benefits Expense

Employee benefits expense increased by 33.22% from Rs 290.72 million in Fiscal 2025 to Rs 387.29 million in Fiscal 2026, primarily due to the full-year impact of the chief people officer and Chief Financial Officer, who were on the payroll for only part of Fiscal 2025, as well as salary increments for the chief business Officer and Chief Executive Officer, and an increase in staff welfare expenses from Rs 6.18 million in Fiscal 2025 to Rs 10.13 million in Fiscal 2026 on account of certain employee welfare initiatives undertaken during the year.

Finance Costs

Finance costs decreased by 77.29% from Rs 384.85 million in Fiscal 2025 to Rs 87.40million in Fiscal 2026, primarily on account of a decrease in interest on lease liability from Rs 349.48 million in Fiscal 2025 to Rs 34.96 million in Fiscal 2026 on account of reduction in lease liability pursuant to changes in the operating model, including a lower time charter component and reimbursement of expenses, and corresponding interest costs, and an increase in interest on borrowings from Rs 6.89 million in Fiscal 2025 to Rs 25.90 million in Fiscal 2026 on account of increase in borrowings during the year and increase in related interest expense.

Depreciation and Amortisation Expense

Depreciation and amortisation expense decreased by 51.60% from Rs 629.88 million in Fiscal 2025 to Rs 304.89 million in Fiscal 2026, primarily on account of changes in the operating model, including a reduction in the time charter component and reimbursement of expenses, which resulted in reduction of lease liability and corresponding reduction in the carrying value of the right-of-use asset and related depreciation expense.

Other Expenses

Other expenses increased by 29.02% from Rs 864.00 million in Fiscal 2025 to Rs 1,114.73 million in Fiscal 2026. This increase was primarily on account of (i) an increase in legal and professional fees from Rs 87.19 million in Fiscal 2025 to Rs 212.90 million in Fiscal 2026 and an increase IT cost from Rs 48.13 million in Fiscal 2025 to Rs 133.66 million in Fiscal 2026 mainly due to a change in arrangements, pursuant to which expenses that were earlier incurred by GSLL are now being incurred by Bay Cruise and recorded as reimbursements, and accordingly consolidated with our Company; (ii) an increase in outsource personnel cost from Rs 57.62 million in Fiscal 2025 to Rs 75.99 million in Fiscal 2026 on account of increase in resources; and (iii) commission to agents from Rs 48.96 million in Fiscal 2025 to Rs 64.83 million in Fiscal 2026 on account of variations in commission payable on slab-based commission rates.

These were partially offset by exchange loss from Rs 49.89 million in Fiscal 2025 to nil in Fiscal 2026, and sales and marketing expenses from Rs 214.35 million in Fiscal 2025 to Rs 198.81 million in Fiscal 2026.

Profit before Exceptional Items and Tax

For the reasons discussed above, profit before exceptional items and tax of Rs 1,139.86 million in Fiscal 2025 compared to Rs 782.51 million in Fiscal 2026.

Exceptional Items (Gain)/ Loss

Exceptional items loss was nil in Fiscal 2026 compared to Rs 755.89 million in Fiscal 2025. This was primarily on account of derecognition of the lease impact on ROU of Rs 547.23 million and lease liabilities and derecognition of the lease impact on security deposit of Rs 208.66 million. For further details on these exceptional items, see “Restated Consolidated Financial Information - Note 45 - Exceptional Items” on page 300.

Profit before Tax

For the reasons discussed above, profit before tax was Rs 782.51 million in Fiscal 2026 compared to Rs 1,895.75 million in Fiscal 2025.

Tax Expense

Current tax was Rs 245.42 million in Fiscal 2026 compared Rs 197.30 million in Fiscal 2025, primarily due to unavailability of brought-forward losses and unabsorbed depreciation eligible for set-off during the year. Prior year tax was Rs (2.10) million in Fiscal 2026 and nil in Fiscal 2025. Deferred tax charge/(benefit) was Rs 17.76 million in Fiscal 2026 and Rs 16.60 million in Fiscal 2025. As a result, our total tax expenses was Rs 261.08 million in Fiscal 2026 compared to Rs 213.90 million in Fiscal 2025.

Profit for the Year

As a result of the foregoing, profit for the year was Rs 521.43 million in Fiscal 2026 compared to Rs 1,681.85 million in Fiscal 2025.

FISCAL 2025 COMPARED TO FISCAL 2024

Total Income

Total income increased by 32.19% from Rs 4,521.54 million in Fiscal 2024 to Rs 5,976.83 million in Fiscal 2025 on account of an increase in revenue from operations and decrease in other income as discussed below.

Revenue from Operations

Revenue from operations increased by 33.00% from Rs 4,440.60 million in Fiscal 2024 to Rs 5,906.05 million in Fiscal 2025, due to an increase in cruise ticket sales from Rs 3,883.29 million in Fiscal 2024 to Rs 5,287.93 million in Fiscal 2025.

Other Income

Other income decreased by 12.55% from Rs 80.94 million in Fiscal 2024 to Rs 70.78 million in Fiscal 2025, primarily due to a decrease in unwinding of discount on security deposits from Rs 64.76 million in Fiscal 2024 to Rs 0.45 million in Fiscal 2025 and an increase in interest on bank deposits from Rs 7.40 million in Fiscal 2024 to Rs 18.61 million in Fiscal 2025.

Expenses

Total expenses decreased by 13.69% from Rs 5,603.96 million in Fiscal 2024 to Rs 4,836.97 million in Fiscal 2025, primarily on account of an increase in operating expenses, which is partially offset by a decrease in depreciation and amortisation expense as discussed below.

Operating Expenses

Operating expenses increased by 2.95% from Rs 2,591.02 million in Fiscal 2024 to Rs 2,667.52 million in Fiscal 2025, primarily due to a increase in fuel from Rs 924.93 million in Fiscal 2024 to Rs 933.32 million in Fiscal 2025, increase in shipboard cost of sales from Rs 840.96 million in Fiscal 2024 to Rs 881.34 million in Fiscal 2025.

Employee Benefits Expense

Employee benefits expense increased by 68.36% from Rs 172.68 million in Fiscal 2024 to Rs 290.72 million in Fiscal 2025 primarily on account of increase in salaries and wages from Rs 160.30 million in Fiscal 2024 to Rs 271.72 million in Fiscal 2025 and increase in contributions to provident and other funds from Rs 6.47 million in Fiscal 2024 to Rs 10.65 million in Fiscal 2025 on account of an increase in number of employees.

Finance Costs

Finance costs increased from Rs 351.34 million in Fiscal 2024 to Rs 384.85 million in Fiscal 2025, primarily on account of increase in interest on late payment of taxes from Rs 3.50 million in Fiscal 2024 to Rs 28.48 million in Fiscal 2025 and an increase in interest on lease liability from Rs 343.63 million in Fiscal 2024 to Rs 349.48 million in Fiscal 2025.

Depreciation and Amortisation Expense

Depreciation and amortisation expense decreased from Rs 1,842.53 million in Fiscal 2024 to Rs 629.88 million in Fiscal 2025, primarily on account of an increase on depreciation on property, plant and equipment and a decrease in depreciation of right-of-use assets.

Other Expenses

Other expenses increased by 33.67% from Rs 646.39 million in Fiscal 2024 to Rs 864.00 million in Fiscal 2025. This increase was primarily on account of an increase in legal and professional fees from Rs 35.25 million in Fiscal 2024 to Rs 87.19 million in Fiscal 2025 on account of expenses incurred towards fund-raising activities, including the IPO and debt financing; exchange rate difference from Rs 20.28 million in Fiscal 2024 to Rs 49.89 million in Fiscal 2025 on account of an increase in number of forex transactions and unrealised exchange gain/loss on account of restating closing foreign liabilities and assets; sales and marketing expenses from Rs 185.00 million in Fiscal 2024 to Rs 214.35 million in Fiscal 2025 primarily due to higher spending on promotional campaigns, the launch of new vessels, and expanded digital marketing efforts and insurance from Rs 55.83 million in Fiscal 2024 to Rs 91.97 million in Fiscal 2025 on account of due to consolidation of certain types of insurance costs by our Subsidiary.

These were partially offset by decrease in travelling and accommodation from Rs 21.63 million in Fiscal 2024 to Rs 16.14 million in Fiscal 2025.

Profit/ Loss before Exceptional Items and Tax

For the reasons discussed above, loss before exceptional items and tax was Rs (1,082.42) million in Fiscal 2024 compared to profit before exceptional items and tax of Rs 1,139.86 million in Fiscal 2025.

Exceptional Items (Gain)/ Loss

Exceptional items gain was Rs 755.89 million in Fiscal 2025 compared to Rs 144.45 million in Fiscal 2024. Our exceptional items in Fiscal 2025 comprised derecognition of the lease impact on ROU of Rs 547.23 million and lease liabilities and derecognition of the lease impact on security deposit of Rs 208.66 million while our exceptional items in Fiscal 2024 comprised impairment of intellectual property rights of Rs 144.45 million. For further details on these exceptional items, see “Restated Consolidated Financial Information - Note 45 - Exceptional Items” on page 300.

Profit/ (Loss) before Tax

For the reasons discussed above, profit before tax was Rs 1,895.75 million in Fiscal 2025 compared to loss before tax of Rs 1,226.87 million in Fiscal 2024.

Tax Expense

Current tax was Rs 197.30 million in Fiscal 2025 compared to Rs 0.46 million in Fiscal 2024. Deferred tax charge/(benefit) was Rs 16.60 million in Fiscal 2025 and nil in Fiscal 2024. As a result, our total tax expenses was Rs 213.90 million in Fiscal 2025 compared to Rs 0.46 million in Fiscal 2024.

Profit/ (Loss) for the Year

As a result of the foregoing, profit for the year was Rs 1,681.85 million in Fiscal 2025 compared to loss for the year of Rs 1,227.33 million in Fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through debt financing, owned funds and funds generated from our operations.

CASH FLOWS

The following table sets forth certain information relating to our cash flows in the periods indicated:

Operating Activities Fiscal 2026

Net cash flow from operating activities was Rs (964.35) million in Fiscal 2026. Net profit before tax was Rs 782.51 million. Adjustments consisted of interest income on loan given of Rs (18.27) million, interest income on bank deposit of Rs (15.25) million and unrealised exchange gain of Rs 25.38 million. These were partially offset by depreciation and amortisation expense of Rs 304.89 million and interest on lease liability of Rs 34.96 million.

Operating profit before working capital changes were Rs 1,085.14 million in Fiscal 2026. Working capital adjustments included trade receivables ofRs (19.91) million, inventories of Rs 2.87 million, other assets of Rs (1,621.08) million, trade payables of Rs 10.22 million, other liabilities of Rs (219.17) million and provisions of Rs (9.63) million. Cash flow from operations in Fiscal 2026 was Rs (771.56) million. Income tax paid (net) was Rs (192.79) million.

Fiscal 2025

Net cash flow from operating activities was Rs 1,296.69 million in Fiscal 2025. Net profit before tax was Rs 1,895.75 million. Adjustments consisted primarily of depreciation and amortisation expense of Rs 629.88 million, interest on lease liability of Rs 349.48 million, unrealised exchange loss of Rs 67.29 million and unwinding of discount on security deposits of Rs 0.79 million. These were partially offset by exceptional item of Rs (755.89) million.

Operating profit before working capital changes were Rs 2,170.32 million in Fiscal 2025. Working capital adjustments included trade receivables of Rs (12.68) million, inventories of Rs 36.15 million, other assets of Rs (56.54) million, trade payables of Rs (194.00) million, other liabilities of Rs (681.97) million and provisions of Rs 21.14 million. Cash flow from operations in Fiscal 2025 was Rs 1,282.42 million. Income tax paid (net) was Rs 14.27 million.

Fiscal 2024

Net cash flow from operating activities was Rs 2,300.67 million in Fiscal 2024. Net loss before tax was Rs 1,226.87 million. Adjustments consisted primarily of depreciation and amortisation expense of Rs 1,842.53 million, interest on lease liability of Rs 343.63 million, exceptional item of Rs 144.45 million and unrealised exchange loss of Rs 15.54 million. These were partially offset by unwinding of discount on security deposits of Rs (64.76) million.

Operating profit before working capital changes were Rs 1,044.70 million in Fiscal 2024. Working capital adjustments included trade receivables of Rs 6.78 million, inventories of Rs (42.20) million, other assets of Rs 579.38 million, trade payables of Rs (470.38) million, other liabilities of Rs 1,188.37 million and provisions of Rs 1.36 million. Cash flow from operations in Fiscal 2024 was Rs 2,308.01 million. Income tax paid (net) was Rs (7.34) million.

Investing Activities

Fiscal 2026

Net cash outflow used in investing activities was Rs 104.76 million in Fiscal 2026, primarily on account of purchase of property, plant and equipment including intangible assets of Rs (144.84) million, loan given of Rs 130.00 million, investment in bank deposits of Rs 363.93 million, interest received on bank deposit of Rs 15.66 million.

Fiscal 2025

Net cash outflow used in investing activities was Rs (660.23) million in Fiscal 2025, primarily on account of purchase of property, plant and equipment of Rs (151.73) million, loan repaid of Rs 116.28 million, interest received on loan given of Rs 10.09 million, investment in bank deposits of Rs 479.43 million, interest received on bank deposit of Rs 19.06 million and acquisition of subsidiary Rs (174.50) million.

Fiscal 2024

Net cash outflow used in investing activities was Rs (745.24) million in Fiscal 2024, primarily on account of purchase of property, plant and equipment of Rs (734.58) million, loan given of Rs 48.28 million, interest received on loan given of Rs 0.61 million, redemption in bank deposits of Rs 35.31 million, interest received on bank deposit of Rs 6.73 million and acquisition of subsidiary Rs (5.03) million.

Financing Activities

Fiscal 2026

Net cash inflow from financing activities was Rs 586.25 million, primarily on account of issue of Equity Shares of Rs 4.72 million, proceeds from borrowings (net) of Rs 714.61 million, interest paid on borrowings of Rs (23.72) million, and payment of lease rentals of Rs (109.36) million.

Fiscal 2025

Net cash inflow from financing activities was Rs (479.87) million, primarily on account of proceeds from borrowings (net) of Rs 252.64 million, interest paid on borrowings of Rs (6.89) million and payment of lease rentals of Rs (725.62) million.

Fiscal 2024

Net cash inflow from financing activities was Rs (1,463.34) million, primarily on account of interest paid on borrowings of Rs (4.21) million, repayments from borrowings (net) of Rs 51.76 million and payment of lease rentals of Rs (1,510.89) million.

INDEBTEDNESS

As of March 31, 2026, we had short term borrowings of Rs 496.51 million. For further details related to our indebtedness, see “Financial Indebtedness” on page 330.

MATURITY PROFILE OF FINANCIAL LIABILITIES

The amounts disclosed in the table are the contractual undiscounted cash flows as of March 31, 2026:

CONTINGENT LIABILITIES AND COMMITMENTS

Except as stated below, there are no contingent liabilities or commitments of our Company as at March 31, 2026 derived from the Restated Consolidated Financial Information:

(i) During the year on April 5, 2025, the holding company received a legal notice from Tariff Authority of Major Ports ("TAMP") through Ballard Pier Private Limited (the concessionaire of the Mumbai International Cruise Terminal) for payment of Passenger Facilitation Charges over and above the passenger head tax. The holding company has disputed the above claim by making an appeal on April 9, 2025 with TAMP on the above matter which is pending for hearing. The holding company believes that they have a good case based on merits in the above matter. However, on a conservative basis the holding Company has deposited the entire amount raised till March 31, 2026 (i.e., Rs 120.96 million) with the authority (till March 31, 2025, the holding company recorded provision of Rs 9.6 million in this regard).

(ii) Direct and Indirect taxes:

(Amounts in L million)

#1. During the year on 24 March 2026 an assessment order under Section 143(3) of the Income-tax Act, 1961 was passed by the Assessing Officer (“AO") raising the tax liability of L 146.53 for FY 2022-23 (AY 2023-24) on account of disallowances of expenses amounting to L 582.20 million claimed as exceptional items by the holding company in the Statement of Profit and Loss for the year ended 31 March 2023. The management believes that the aforesaid expenses are revenue in nature and were incurred wholly and exclusively for the purposes of the business, and are therefore allowable under Section 37(1) of the Income-tax Act, 1961. Based on legal advice, the holding Company is of the view that it has strong grounds to substantiate its claim. Accordingly, the holding Company is in the process of filing an appeal before the Commissioner of Income-tax (Appeals) [CIT(A)] against the said assessment order and no provision is recorded in the consolidated financial statements.

2. During the year on 31 March 2026 demand order of L. 105.50 million under Section 201 of the Income-tax Act has been received by the holding Company for non-deduction of TDS on payments for hospitality management services for FY 2020-21 (AY 2021-22). The holding Company based on legal advice maintains that no TDS obligation arises as services were rendered entirely outside India. Accordingly, no provisions has been recognised in these consolidated financial statements and the holding Company is in the process of filing an appeal

before the CIT(A).

$ The holding Company received a demand order dated 18 December 2025 for Rs 3.12 million along with a penalty of Rs 0.31 million relating to excess availment of ITC for FY 2021—22. The holding Company has filed replies during the proceedings and belives that they have good case based on the merits in the said matter. Accordingly, no provisions has been recognised in these consolidated financial statements in respect of this matter. Further, the holding Company is in the process of filing an appeal against the said order.

For further details of the contingent liabilities of our Company as at March 31, 2026, see “Restated Consolidated Financial Information - Note 39 - Contingent Liabilities and Commitments" on page 291.

Commitments

(i) During the year ended 31 March 2026, the Group has entered into two bareboat charter arrangements with Norwegian Sky Ltd and Norwegian Sun Ltd dated 4 April 2025 for lease of two new vessels, “Sky" and “Sun" respectively. As per the agreement, the vessels will be available for lease to the Company by September 2026 and November 2027 respectively. Further, the Group is required to pay advance lease rental of USD 16 million for each vessel (i.e., USD 16 million for “Sky" and USD 16 million for “Sun") and Group has paid USD 16 million in advance for vessel “Sky" as per the arrangement. The Group is required to pay annual lease rent of USD 16.16 million for the first 2 years and USD 14.16 million from third year through the tenth years for each vessel namely "Sky" and "Sun" respectively.

(ii) There are no other capital commitments as at March 31, 2026, March 31, 2025 and March 31, 2024.

For further details of the contingent liabilities of our Company as at March 31, 2026, see “Restated Consolidated Financial Information - Note 39 - Contingent Liabilities and Commitments" on page 291.

OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

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

CAPITAL EXPENDITURES

In Fiscal 2026, 2025 and 2024, our additions to property, plant and equipment were Rs 127.54 million, Rs 126.80 million and Rs 734.58 million, respectively. The table below sets forth details of our additions to property, plant and equipment for the years indicated:

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. For further information relating to our related party transactions, see “Restated Consolidated Financial Information - Note 36 - Related Party Disclosures" on page 290.

AUDITORS OBSERVATIONS

See, “Risk Factors - 5. Our Statutory Auditors have included certain adverse remarks, emphasis of matters and qualifications in their auditors report. In particular, our Statutory Auditors included a remark in the audit report for Fiscal 2024 pertaining to the material uncertainty related to going concern. ” on page 24.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates and other market changes.

Foreign Currency Risk

Our Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Our Companys foreign currency risks are identified, measured and managed at periodic intervals in accordance with our Companys policies.

Interest Rate Risk

Interest risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our Company is not exposed to the risk of changes in market interest rates.

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Our Company is exposed to credit risk from our operating activities (primarily trade receivables) and from our financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. It is managed by the Chief Financial Officer.

There is a risk that the counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

Outstanding customer receivables are regularly monitored.

Also, trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with our Company. Our Company categorises the receivable for write off when a debtor fails to make contractual payments greater than 6 months; our Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.

However, the past trends of our Company suggests that there are negligible/ very low cases of doubtful debts. Accordingly, the risk exposure of our Company in relation to credit risk is low.

Liquidity Risk

Liquidity risk is the risk that our Company will face in meeting our obligations associated with our financial liabilities. Our Companys approach to managing liquidity is to ensure that it will have sufficient funds to meet our liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.

Prudent liquidity risk management implies maintaining sufficient cash and liquid funds to meet obligations. Our Company has sufficient funds available for working capital management due to adequate monitoring of receivables position and our Company keeps its idle funds in fixed deposits. If funds are needed for expansion, the first source is the holding Company through capital infusion. Hence, our Company evaluates the associated liquidity risk to be very low.

For further information, see “Restated Consolidated Financial Information - Note 35 - Financial Risk Management on page 288.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions, that have in the past or may in the future, affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above under “- Significant

Factors Affecting our Financial Condition and Results of Operations" and the sections “Our Business" and “Risk Factors" on pages 304, 185 and 20, respectively.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in “ - Significant Factors Affecting our Financial Condition and Results of Operations and Financial Condition" and the uncertainties described in “Risk Factors" on pages 304 and 20, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in “Risk Factor^", “Our Business" and “Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 20, 185 and 304, respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments other than in the normal course of business.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See “Our Business", “Industry Overview" and “Risk Factors" on pages 185, 132 and 20, respectively, for further information on competitive conditions that we face in our business operations.

EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALES PRICES

Changes in revenue in the last three Fiscals are as described in “— Fiscal 2026 compared to Fiscal 2025" and “Fiscal 2025 compared to Fiscal 2024", above on pages 319 and 321, respectively.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

Due to the nature of our business, we do not have a significant dependence on a single or few customers. SEASONALITY/ CYCLICALITY OF BUSINESS Our business is not subject to seasonality.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2026 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

No circumstances have arisen since March 31, 2026 that could materially and adversely affect or are likely to affect, the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.