Shadowfax Technologies Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ

2.14 Provisions and contingent liabilities
(i) Provisions

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that and
outflow of economic benefits will be required
to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.
The amount recognised 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 some or all of the economic benefits
required to settle a provision are expected
to be recovered from a third party, the
receivable is recognised as an asset, if it is
virtually certain that reimbursement will be
received and the amount of the receivable
can be measured reliably.

Provisions for onerous contracts, i.e. contracts
where the expected unavoidable costs
of meeting obligations under a contract
exceed the economic benefits expected to be
received, are recognized when it is probable
that an outflow of resources embodying
economic benefits will be required to
settle a present obligation as a result of an

obligating event, based on a reliable estimate
of such obligation.

(ii) Contingent liabilities

A contingent liability is a possible obligation
that arises from past events whose existence
will be confirmed by the occurrence or non¬
occurrence of one or more uncertain future
events beyond the control of the Company
or a present obligation that is not recognized
because it is not probable that an outflow
of resources will be required to settle the
obligation. A contingent liability also arises
in extremely rare cases where there is a
liability that cannot be recognized because it
cannot be measured reliably. The Company
does not recognize a contingent liability
but discloses its existence in the standalone
financial statements.

Provision and contingent liabilities are
reviewed at each Balance Sheet date.

2.15 Operating segments

Operating segments are reported in a manner
consistent with the internal reporting provided to
the chief operating decision maker (CODM).

The Company’s CODM consists of the chief
executive officer. The Company is engaged in
providing platform for logistic services using
technologies and its principal geographical
segment in India. Consequently, the CODM
believes that are no reportable segments
as required under Ind AS 108 ‘Operating
segments.

2.16 Borrowing costs

Borrowing costs directly attributable to the
acquisition, construction or production of an
asset that necessarily take a substantial period
of time to get ready for its intended use or sale
are capitalised as part of the cost of the asset.
All other borrowing costs are expensed in the
period in which they occur. Borrowing costs
consist of interest and other costs that an entity
incurs in connection with the borrowing of funds.
Borrowing cost also includes exchange differences
to the extent regarded as an adjustment to the
borrowing costs.

2.17 Share issue expenses

Incremental costs directly attributable to
the issue of equity shares are adjusted with
securities premium.

2.18 Cash and cash equivalents

Cash and cash equivalent includes cash on hand,
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, and bank overdrafts.

2.19 Statement of cash flows

Cash flows from operating activities are reported
using the indirect method set out in Indian
Accounting Standard (Ind AS) 7 on Statement
of Cash Flows, whereby profit/(loss) for the year
is adjusted for the effects of transactions of a
non-cash nature, any deferrals or accruals of past
or future operating cash receipts or payments
and item of income or expenses associated with
investing or financing cash flows. The cash flows
from operating, investing and financing activities
of the Company are segregated.

For the purpose of standalone statement of cash
flows, cash and cash equivalents comprise the
cash and cash equivalents adjusted for bank
overdrafts repayable on demand.

2.20 Investment in subsidiaries

(i) Initial recognition

The acquired investment in subsidiaries are
measured at acquitions date fair value

(ii) Subsequent measurement

Investment in equity shares of subsidiaries
and joint ventures are accounted either;

(a) at cost, or

(b) in accordance with IND AS 109,
financial instruments

The Company has elected to account its
subsidiaries at cost less accumulated impairment
losses, if any.

2.21 Events occurring after the balance sheet
date

Based on the nature of the event, the Company
identifies the events occurring between the
balance sheet date and the date on which the
standalone financial statements is approved
as ‘Adjusting Event’ and ‘Non-adjusting event’.
Adjustments to assets and liabilities are made for
events occurring after the balance sheet date that
provide additional information materially affecting
the determination of the amounts relating to
conditions existing at the balance sheet date or
because of statutory requirements or because
of their special nature. For non-adjusting events,
the Company may provide a disclosure in the
standalone financial statements considering the
nature of the transaction.

2.22 Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies
new standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time.

In May 2025, MCA notified amendments to Ind AS
21-The Effects of Changes in Foreign Exchange
Rates, applicable w.e.f. 1 April, 2025. The Group
has reviewed the amendment and based on its
evaluation has determined that it does not have
any significant impact in its financial statements.

In August 2025, MCA notified the following
amendments to:

a) Ind AS 1, Presentation of Financial
Statements, applicable w.e.f 1 April, 2025-
The amendment relates to classification
of liabilities as current or non-current and
non-current liabilities with covenants. In the
context of classifying a liability as current,
it removes the requirement of existence of
a right to defer settlement for at least 12
months after the reporting date, and instead
requires that the said right should exist on
the reporting date and have substance. The
amendment also introduces guidance on
classification of liabilities with covenants. The
Group has no impact of these amendments
in its classification criteria of current and non¬
current liabilities.

b) Ind AS 7, Statement of Cash Flows and Ind
AS 107, Financial Instruments-Disclosures,
applicable w.e.f 1 April, 2025 - The
amendment in Ind AS 7 requires to inform
users of financial statements of the existence
of supplier finance arrangements and explain
the nature of the arrangements, the carrying
amount of liabilities and the range of payment
due dates. Ind AS 107 has been amended to
add supplier finance arrangements as a factor
that may cause concentration of liquidity risk.
The Group has reviewed the amendment and
based on its evaluation has determined that

it does not have any significant impact in its
financial statements.

c) Ind AS 12, International Tax Reform - Pillar
Two Model Rules applicable immediately-
The amendments provide a temporary
mandatory relief from deferred tax
accounting for top-up tax and disclose that
they have applied the relief. This relief is
immediate and applies retrospectively. The
Group has reviewed the amendment and
based on its evaluation has determined that
it does not have any significant impact in its
financial statements.

3a Leases

The Company has entered into lease contracts for offices, distribution centers and warehouses to conduct its
business in the ordinary course. These lease contracts have lease terms between 2 to 8 years, with an option
to renew. The Company also has certain leases of hubs/ warehouses and guest houses with lease terms of
twelve months or less. The Company has elected to apply the recognition exemption for leases with a lease
term of twelve months or less. Payments associated with short term leases are recognised as an expense in
standalone statement of profit and loss.

Other disclosures

i. Expenses relating to short-term leases have been disclosed under rent expenses in note 31.

ii. When measuring lease liabilities, the Company discounted lease payments using its incremental
borrowing rate at date of commencement of lease. The incremental borrowing rate of 11.20% (31 March
2025: 11.20% p.a) has been applied to lease liabilities recognised in the standalone balance sheet.

(iv) Rights and terms attached to equity shares

The Company has a single class of equity shares having a face value of '' 10 each. Each holder of the
equity share, as reflected in the records of the Company as of the date of the shareholder meeting, is
entitled to one vote in respect of each share held for all matters submitted to vote in the shareholder
meeting. As per the Articles of Association of the Company, it shall declare and pay dividends in Indian
rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders
in the ensuing Annual General Meeting. In the event of liquidation, the holders of equity shares will be
entitled to receive the residual assets of the company, remaining after distribution of all preferential
amounts in proportion to the number of equity shares held. There has been no dividend declared by
the Company for the current and previous year.

There are no shares bought back or no shares allotted as fully paid up pursuant to contract without
payment being received in cash during the year since inception till the reporting date. However bonus
shares were issued during the previous year.

h Rights and terms attached to Instruments entirely equity in nature

0.001% Compulsory convertible preference shares: (Series A)

Series A CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% per annum on the face
value of each Series A CCCPS, to be paid in cash until the date of conversion of Series A CCCPS into Equity
Shares. CCCPS of this class carry a preferential right as to dividend over equity shareholders. Where dividend
on this CCCPS is not declared for a financial year, the entitlement thereto is carried forward. Holders of series
A CCCPS shall be entitled to attend General Meetings and be entitled to such voting rights on a fully diluted
basis. The holders of series A CCCPS shall convert the series A CCCPS, whether in one or more tranches, into
equity shares at any time after the closing date but before 20 years from the date of issuance of the same.
Further, the holders of these CCCPS have a liquidation preference, whereby they will be entitled to receive in
preference to the equity share holders, an amount equal to 100% of the subscription price plus any accrued
and unpaid dividends or such percentage. If the Company makes a subsequent issuance after the closing
date at a price per share that is less than the average price per Series A CCCPS paid by the holders of Series A
CCCPS, then such holders of Series A CCCPS shall be entitled to broad based weighted average anti-dilution
price protection and the Company and Founders shall cooperate with the holders of Series A CCCPS to
exercise such price protection. If the rights granted to any other investors are at variance with rights of the
Series A CCCPS, the holders of Series A CCCPS shall be entitled to such favorable terms as are offered by the
Company to the current/potential investor.

0.001% Compulsory convertible preference shares: (Series B)

Series B CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% per annum on the face
value of each Series B CCCPS, to be paid in cash until the date of conversion of Series B CCCPS into Equity
Shares. CCCPS of this class carry a preferential right as to dividend over equity shareholders. Where dividend
on this CCCPS is not declared for a financial year, the entitlement thereto is carried forward. Holders of series
B CCCPS shall be entitled to attend General Meetings and be entitled to such voting rights on a fully diluted

basis. The holders of series B CCCPS shall convert the series B CCCPS, whether in one or more tranches, into
equity shares at any time after the closing date but before 20 years from the date of issuance of the same.
Further, the holders of these CCCPS have a liquidation preference, whereby they will be entitled to receive
in preference to the equity share holders, an amount equal to 100% of the subscription price plus any
accrued and unpaid dividends or such percentage. If the Company makes a subsequent issuance after the
date of issue at a price per share that is less than the average price per Series B CCCPS paid by the holders
of Series B CCCPS, then such holders of Series B CCCPS shall be entitled to broad based weighted average
anti-dilution price protection and the Company and Founders shall cooperate with the holders of Series B
CCCPS to exercise such price protection. If the rights granted to any other investor are at variance with rights
of the Series B CCCPS, the holders of Series B CCCPS shall be entitled to such favorable terms as are offered
by the Company to the current/potential investor.

0.001% Compulsory convertible preference shares: (Series C)

Series C CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% per annum on the face
value of each Series C CCCPS, to be paid in cash until the date of conversion of Series C CCCPS into Equity
Shares. In addition to the same, if dividend is declared on Equity Shares or any other class of Shares, other
than CCCPS, whether in excess of 0.001% per annum or not, the holders of Series C CCCPS shall be entitled
to participate in the surplus funds along with other Equity Shareholders and the payment of such declared
dividend in priority and preference to the holders of Equity Shares and holders of such other classes of
Shares, but pari passu with Series A CCCPS, Series B CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2
CCCPS, Series D2A CCCPS, Series E1 CCCPS, Series E2 CCCPS, Series F CCCPS, Series Y1 CCCPS, Series Y2
CCCPS and Series Y3 CCCPS. The dividend shall be payable, subject to cash flow solvency, in the event the
Board declares any dividend for the relevant Financial Year and shall be paid in priority to holders of Equity
Shares and holders of other classes of Shares. The holders of Series C CCCPS shall convert the Series C CCCPS,
whether in one or more tranches, into Equity Shares at any time after the date of issuance of the Series C
CCCPS but before 20 years from the date of issuance of the same Further, the holders of these CCCPS have
a liquidation preference, whereby they will be entitled to receive in preference to the equity shareholders
and holders of such other classes of Shares, an amount equal to 100% of the subscription price plus any
accrued and unpaid dividends or such percentage. If the Company makes a subsequent issuance after the
closing date at a price per share that is less than the average price per Series C CCCPS paid by the holders
of Series C CCCPS, then such holders of Series C CCCPS shall be entitled to broad based weighted average
anti-dilution price protection and the Company and Founders shall cooperate with the holders of Series C
CCCPS to exercise such price protection. The holders of Series C CCCPS shall be entitled to superior rights or
other rights that may be given to any other investor, if any, in the future after the Closing Date.

0.001% Compulsory convertible preference shares: (Series D)

Series D CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% per annum on the face
value of each Series D CCCPS, to be paid in cash until the date of conversion of Series D CCCPS into Equity
Shares. In addition to the same, if dividend is declared on Equity Shares or any other class of Shares, other
than CCCPS, whether in excess of 0.001% per annum or not, the holders of Series D CCCPS shall be entitled
to participate in the surplus funds along with other Equity Shareholders and the payment of such declared
dividend in priority and preference to the holders of Equity Shares and holders of such other classes of Shares,
but pari passu with Series A CCCPS, Series B CCCPS, Series C CCCPS, Series D1 CCCPS, Series D2 CCCPS,
Series D2A CCCPS, Series E1 CCCPS, Series E2 CCCPS, Series F CCCPS, Series Y1 CCCPS, Series Y2 CCCPS
and Series Y3 CCCPS. The dividend shall be payable, subject to cash flow solvency, in the event the Board

declares any dividend for the relevant Financial Year and shall be paid in priority to holders of Equity Shares
and holders of other classes of Shares. The holders of Series D CCCPS shall convert the Series D CCCPS,
whether in one or more tranches, into Equity Shares at any time after the date of issuance of the Series D
CCCPS but before 20 years from the date of issuance of the same Further, the holders of these CCCPS have
a liquidation preference, whereby they will be entitled to receive in preference to the equity shareholders
and holders of such other classes of Shares, an amount equal to 100% of the subscription price plus any
accrued and unpaid dividends or such percentage. If the Company makes a subsequent issuance after the
closing date at a price per share that is less than the average price per Series D CCCPS paid by the holders
of Series D CCCPS, then such holders of Series D CCCPS shall be entitled to broad based weighted average
anti-dilution price protection and the Company and Founders shall cooperate with the holders of Series D
CCCPS to exercise such price protection. The holders of Series D CCCPS shall be entitled to superior rights or
other rights that may be given to any other investor, if any, in the future after the Closing Date.

0.001% Compulsory convertible preference shares: (Series D1)

Series D1 CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point Zero Zero One
percent) per annum on the face value of each Series D1 CCCPS, to be paid in cash until the date of conversion
of Series D1 CCCPS into Equity Shares. In addition to the same, if dividend is declared on Equity Shares or any
other class of Shares, other than CCCPS, whether in excess of 0.001% per annum or not, the holders of Series
D1 CCCPS shall be entitled to participate in the surplus funds along with other Equity Shareholders and the
payment of such declared dividend in priority and preference to the holders of Equity Shares and holders of
such other classes of Shares, but pari passu with other CCCPS class of shares. The dividend shall be payable,
subject to cash flow solvency, in the event the Board declares any dividend for the relevant Financial Year and
shall be paid in priority to holders of Equity Shares and holders of other classes of Shares other than CCCPS.
The holders of these CCCPS have a liquidation preference, whereby they will be entitled to receive in
preference to the equity shareholders and holders of such other classes of Shares except CCCPS, an amount
equal to 100% of the subscription price plus any accrued and unpaid dividends or such percentage.

0.001% Compulsory convertible preference shares: (Series D2)

Series D2 CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point Zero Zero
One percent) per annum on the face value of each Series D2 CCCPS, to be paid in cash until the date of
conversion of Series D2 CCCPS into Equity Shares. In addition to the same, if the dividend is declared on
Equity Shares or any other class of Shares, other than CCCPS, whether in excess of 0.001% per annum or
not, the holders of Series D2 CCCPS shall be entitled to participate in the surplus funds along with other
Equity Shareholders and the payment of such declared dividend in priority and preference to the holders
of Equity Shares and holders of such other classes of Shares, but pari passu with Series A CCCPS, Series
B CCCPS, Series C CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2A CCCPS, Series E1 CCCPS, Series
E2 CCCPS, Series F CCCPS, Series Y1 CCCPS, Series Y2 CCCPS and Series Y3 CCCPS. The dividend shall
be payable, subject to cash flow solvency, in the event the Board declares any dividend for the relevant
Financial Year and shall be paid in priority to holders of Equity Shares and holders of other classes of Shares.
The holders of these CCCPS have a liquidation preference whereby they shall be entitled to exercise any one
of the following rights: (i) receive payments from the Company as per the waterfall mechanism, in preference
to all other Shareholders and before any distribution is made upon any Shares or otherwise to any other
Shareholder; or (ii) receive its pro rata share of distribution to which it will be entitled to on account of its
shareholding (on a Fully Diluted Basis) in the Share Capital.

Series D2A CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point Zero Zero One
Percent) per annum on the face value of each Series D2A CCCPS, to be paid in cash until the date of conversion
of Series D2A CCCPS into Equity Shares. In addition to the same, if dividend is declared on Equity Shares or
any other class of Shares, other than CCCPS, whether in excess of 0.001% (Zero Point Zero Zero One Percent)
per annum or not, the holders of Series D2A CCCPS shall be entitled to participate in the surplus funds along
with other Equity Shareholders and the payment of such declared dividend in priority and preference to the
holders of Equity Shares and holders of such other classes of Shares, but pari passu with Series A CCCPS,
Series B CCCPS, Series C CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2 CCCPS, Series E1 CCCPS,
Series E2 CCCPS, Series F CCCPS, Series Y1 CCCPS, Series Y2 CCCPS and Series Y3 CCCPS. The dividend
shall be payable, subject to cash flow solvency, in the event the Board declares any dividend for the relevant
Financial Year and shall be paid in priority to holders of Equity Shares and holders of other classes of Shares.
The holders of these CCCPS have a liquidation preference whereby they shall be entitled to exercise any one
of the following rights: (i) receive payments from the Company as per the waterfall mechanism, in preference
to all other Shareholders and before any distribution is made upon any Shares or otherwise to any other
Shareholder; or (ii) receive its pro rata share of distribution to which it will be entitled to on account of its
shareholding (on a Fully Diluted Basis) in the Share Capital.

0.001% Compulsory convertible preference shares: (Series E1)

Series E1 CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point Zero Zero One
Percent) per annum on the face value of each Series E1 CCCPS, to be paid in cash until the date of conversion
of Series E1 CCCPS into Equity Shares. In addition to the same, if dividend is declared on Equity Shares or
any other class of Shares, other than CCCPS, whether in excess of 0.001% (Zero Point Zero Zero One Percent)
per annum or not, the holders of Series E1 CCCPS shall be entitled to participate in the surplus funds along
with other Equity Shareholders and the payment of such declared dividend in priority and preference to the
holders of Equity Shares and holders of such other classes of Shares, but pari passu with Series A CCCPS,
Series B CCCPS, Series C CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2 CCCPS, Series D2A CCCPS,
Series E2 CCCPS, Series F CCCPS, Series Y1 CCCPS, Series Y2 CCCPS and Series Y3 CCCPS. The dividend
shall be payable, subject to cash flow solvency, in the event the Board declares any dividend for the relevant
Financial Year and shall be paid in priority to holders of Equity Shares and holders of other classes of Shares.
The holders of these CCCPS have a liquidation preference whereby they shall be entitled to exercise any one
of the following rights: (i) receive payments from the Company as per the waterfall mechanism, in preference
to all other Shareholders and before any distribution is made upon any Shares or otherwise to any other
Shareholder; or (ii) receive its pro rata share of distribution to which it will be entitled to on account of its
shareholding (on a Fully Diluted Basis) in the Share Capital.

0.001% Compulsory convertible preference shares: (Series E2)

Series E2 CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point Zero Zero One
Percent) per annum on the face value of each Series E2 CCCPS, to be paid in cash until the date of conversion
of Series E2 CCCPS into Equity Shares. In addition to the same, if dividend is declared on Equity Shares or
any other class of Shares, other than CCCPS, whether in excess of 0.001% (Zero Point Zero Zero One Percent)
per annum or not, the holders of Series E2 CCCPS shall be entitled to participate in the surplus funds along
with other Equity Shareholders and the payment of such declared dividend in priority and preference to the
holders of Equity Shares and holders of such other classes of Shares, but pari passu with Series A CCCPS,
Series B CCCPS, Series C CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2 CCCPS, Series D2A CCCPS,

Series E1 CCCPS, Series F CCCPS, Series Y1 CCCPS, Series Y2 CCCPS and Series Y3 CCCPS. The dividend
shall be payable, subject to cash flow solvency, in the event the Board declares any dividend for the relevant
Financial Year and shall be paid in priority to holders of Equity Shares and holders of other classes of Shares.
The holders of these CCCPS have a liquidation preference whereby they shall be entitled to exercise any one
of the following rights: (i) receive payments from the Company as per the waterfall mechanism, in preference
to all other Shareholders and before any distribution is made upon any Shares or otherwise to any other
Shareholder; or (ii) receive its pro rata share of distribution to which it will be entitled to on account of its
shareholding (on a Fully Diluted Basis) in the Share Capital.

0.001% Compulsory convertible preference shares: (Series F)

The Series F CCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point Zero Zero One
Percent) per annum on the face value of each Series F CCCPS, to be paid in cash until the date of conversion
of Series F CCCPS into Equity Shares. In addition to the same, if dividend is declared on Equity Shares or any
other class of Shares, other than CCCPS, whether in excess of 0.001% (Zero Point Zero Zero One Percent)
per annum or not, the holders of Series F CCCPS shall be entitled to participate in the surplus funds along
with other Equity Shareholders and the payment of such declared dividend in priority and preference to the
holders of Equity Shares and holders of such other classes of Shares, but pari passu with Series A CCCPS,
Series B CCCPS, Series C CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2 CCCPS, Series D2A CCCPS,
Series E1 CCCPS, Series E2 CCCPS, Series Y1 CCCPS, Series Y2 CCCPS and Series Y3 CCCPS . The dividend
shall be payable, subject to cash flow solvency, in the event the Board declares any dividend for the relevant
Financial Year and shall be paid in priority to holders of Equity Shares and holders of other classes of Shares.
The holders of these CCCPS have a liquidation preference whereby they shall be entitled to exercise any one
of the following rights: (i) receive payments from the Company as per the waterfall mechanism, in preference
to all other Shareholders and before any distribution is made upon any Shares or otherwise to any other
Shareholder; or (ii) receive its pro rata share of distribution to which it will be entitled to on account of its
shareholding (on a Fully Diluted Basis) in the Share Capital.

0.001% Compulsory convertible preference shares: (Series Y1)

The Fully Paid Up Series Y1 CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point
Zero Zero One Percent) per annum on the face value of each Series Y1 CCCPS, to be paid in cash until the date
of conversion of Series Y1 CCCPS into Equity Shares. In addition to the same, if dividend is declared on Equity
Shares or any other class of Shares, other than CCCPS, whether in excess of 0.001% (Zero Point Zero Zero One
Percent) per annum or not, the holders of Series Y1 CCCPS shall be entitled to participate in the surplus funds
along with other Equity Shareholders and the payment of such declared dividend in priority and preference
to the holders of Equity Shares and holders of such other classes of Shares, but pari passu with Series A CCCPS,
Series B CCCPS, Series C CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2 CCCPS, Series D2A CCCPS
Series E1 CCCPS, Series E2 CCCPS, Series F CCCPS, Series Y2 CCCPS and Series Y3 CCCPS . The dividend
shall be payable, subject to cash flow solvency, in the event the Board declares any dividend for the relevant
Financial Year and shall be paid in priority to holders of Equity Shares and holders of other classes of Shares.
The holders of these CCCPS have a liquidation preference whereby they shall be entitled to exercise any one
of the following rights: (i) receive payments from the Company as per the waterfall mechanism, in preference
to all other Shareholders and before any distribution is made upon any Shares or otherwise to any other
Shareholder; or (ii) receive its pro rata share of distribution to which it will be entitled to on account of its
shareholding (on a Fully Diluted Basis) in the Share Capital.

The fully paid up Series Y2 CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point
Zero Zero One Percent) per annum on the face value of each Series Y2 CCCPS, to be paid in cash until the date
of conversion of Series Y2 CCCPS into Equity Shares. In addition to the same, if dividend is declared on Equity
Shares or any other class of Shares, other than CCCPS, whether in excess of 0.001% (Zero Point Zero Zero One
Percent) per annum or not, the holders of Series Y2 CCCPS shall be entitled to participate in the surplus funds
along with other Equity Shareholders and the payment of such declared dividend in priority and preference
to the holders of Equity Shares and holders of such other classes of Shares, but pari passu with Series A CCCPS,
Series B CCCPS, Series C CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2 CCCPS, Series D2A CCCPS,
Series E1 CCCPS, Series E2 CCCPS, Series F CCCPS, Series Y1 CCCPS and Series Y3 CCCPS. The dividend
shall be payable, subject to cash flow solvency, in the event the Board declares any dividend for the relevant
Financial Year and shall be paid in priority to holders of Equity Shares and holders of other classes of Shares.
The holders of these CCCPS have a liquidation preference whereby they shall be entitled to exercise any one
of the following rights: (i) receive payments from the Company as per the waterfall mechanism, in preference
to all other Shareholders and before any distribution is made upon any Shares or otherwise to any other
Shareholder; or (ii) receive its pro rata share of distribution to which it will be entitled to on account of its
shareholding (on a Fully Diluted Basis) in the Share Capital.

0.001% Compulsory convertible preference shares: (Series Y3)

The fully paid up Series Y3 CCCPS shall carry a pre-determined cumulative dividend rate of 0.001% (Zero Point
Zero Zero One Percent) per annum on the face value of each Series Y3 CCCPS, to be paid in cash until the date
of conversion of Series Y3 CCCPS into Equity Shares. In addition to the same, if dividend is declared on Equity
Shares or any other class of Shares, other than CCCPS, whether in excess of 0.001% (Zero Point Zero Zero One
Percent) per annum or not, the holders of Series Y3 CCCPS shall be entitled to participate in the surplus funds
along with other Equity Shareholders and the payment of such declared dividend in priority and preference
to the holders of Equity Shares and holders of such other classes of Shares, but pari passu with Series A CCCPS,
Series B CCCPS, Series C CCCPS, Series D CCCPS, Series D1 CCCPS, Series D2 CCCPS, Series D2A CCCPS
Series E1 CCCPS, Series E2 CCCPS, Series F CCCPS, Series Y1 CCCPS and Series Y2 CCCPS. The dividend
shall be payable, subject to cash flow solvency, in the event the Board declares any dividend for the relevant
Financial Year and shall be paid in priority to holders of Equity Shares and holders of other classes of Shares.
The holders of these CCCPS have a liquidation preference whereby they shall be entitled to exercise any one
of the following rights: (i) receive payments from the Company as per the waterfall mechanism, in preference
to all other Shareholders and before any distribution is made upon any Shares or otherwise to any other
Shareholder; or (ii) receive its pro rata share of distribution to which it will be entitled to on account of its
shareholding (on a Fully Diluted Basis) in the Share Capital.

There are no shares bought back or no shares allotted as fully paid up pursuant to contract without payment
being received in cash during the year since inception till the reporting date. However bonus shares were
issued during previous year.

As per the shareholders agreement with CCCPS holders, the CCCPS carry buy back rights. Ind AS 32 Financial
instruments: Presentations, requires CCCPS (including premium) to be presented as a financial liability as at
the balance sheet dates in its entirely given that it contains a buy back right available to the majority holders.
On the date of shareholder agreement, majority of the preference shareholders having the ability to trigger
the put option have irrevocably waived these rights of buy back. The Company has obtained the legal opinion

which confirms that, based on the above waiver obtained from majority shareholders, the buyback clause
is neither enforceable nor exercisable. Accordingly, the preference shares have been classified as equity.

During the current year, the Board of Directors, at its meeting held on 29 December 2025, approved the
conversion of all compulsorily convertible cumulative preference shares i.e. Series A, Series B, Series C,
Series D, Series D1, Series D2, Series D2A, Series E1, Series E2, Series F, Series Y1, Series Y2, Series Y3, into
324,925,649 equity shares of the Company in accordance with the approved conversion ratio.

Nature and purpose of reserves

a) Securities premium

Securities premium has been created consequent to issue of equity and preference shares at
premium. The reserve can be utilised in accordance with the provisions of the Act.

b) Share based payment reserve

The Share based payment reserve is used to recognise the grant date fair value of share options
issued to employees under the employee stock option plan.

c) Retained earnings

Retained earnings are the restated profit /(loss) that the Company has earned/incurred till date,
less any transfers to other reserves, dividends or other distributions paid to shareholders. Retained
earnings is a free reserve available to the Company and eligible for distribution to shareholders, in
case where it is having positive balance representing net earnings till date.

d) Other comprehensive income

Other comprehensive income includes re-measurement (loss) / gain on defined benefit plans, net
of taxes that will not be reclassified to statement of profit and loss.

During the previous year, on 28 January 2025, the Company had acquired stake 79.17% for a total
consideration of ^42.46 crore in Criticalog India Private Limited (""CIPL"") through share purchase agreement
entered on 22 November 2024. The acquired Company is in the business of providing critical logistics
services. The consideration for balance 20.83% of the equity instruments will be determined as per terms of
the share purchase agreement. These transactions for balance 20.83% of the equity instruments have been
accounted as '' Derivatives'' and mesarued as fair value through the statement of profit and loss.

During the current year, the Company has acquired an additional 10.41% of equity instruments in accordance
to the terms of the share purchase agreements and the balance liability pertains to acquisition of remaning
equity instrument.

26.1. Trade receivables are non-interest bearing and generally carry credit period of 0 to 60 days. These
include unbilled receivables which primarily relate to the Company''s rights to consideration for work
completed but not billed at the reporting date.

26.2. Contract liabilities relates to invoices raised in advance for performance against services yet to be
rendered on the reporting date. Contract liabilities are recognized at point in time, being performance
obligation of the Company.

Revenue from sale of logistics and delivery services from two customers amounting to '' 2,709.32
Crores (two customer amounting to ''1,492.58 Crores during year ended 31 March 2025) contributing
10% or more of Company’s revenue.

(b) Capital commitments

As at 31 March 2026, the company had commitment of '' 31.05 crores (31 March 2025: '' 26.61 crores),
net of advances towards the procurement of property, plant and equipments.

33. Earnings per share (EPS)

Basic Earnings Per Share and Diluted Earnings Per Share amounts are calculated by dividing the profit/(loss)
for the year attributable to shareholders of the Company by the weighted average number of equity shares
outstanding during the year.

Note:-

During the previous year, the Board of Directors had approved the bonus issue of 500 (five hundred) new
Equity Share for every one share held on record date which was approved by the shareholders by means of
a special resolution.

In compliance with IND AS - 33, Earnings Per Share, the disclosure of basic and diluted earnings per share
for the previous year presented has been arrived at after giving effect to the issue of bonus shares.

34. Related party disclosure(i) Name of related parties and description of relationship:

(a) Related party where control exist

Criticalog India Private Limited (w.e.f. 28 January 2025)

(b) Related parties where significant influence exist (Walmart Group companies)

Flipkart Internet Private Limited (until 27 January 2026)

Instakart Services Private Limited (until 27 January 2026)

(c) Group companies within Walmart group with whom transactions are entered

PhonePe Limited (formerly known as PhonePe Private Limited) (until 27 January 2026)

Pincode Shopping Solutions Private Limited (until 27 January 2026)

Wal-mart India Private Limited (until 27 January 2026)

36. Operating segments

The CEO of the Company has been identified as the Chief Operating Decision Maker (CODM) as
defined by Indian Accounting Standard (Ind AS) 108 ''Operating Segments''. The CODM of the
Company evaluates the Company''s performance at an overall level as one segment which is ‘logistics
and delivery services’. Accordingly, the figures appearing in these standalone financial information
relate to the Company’s single operating segment. The Company has significant operations
based in India, hence there are no reportable geographical segments in the financial information.
For the year ended 31 March 2026 and 31 March 2025, two of our customers each contributed to more
than 10% of the Company''s logistics and delivery services.

37. Share based payments

On 15 December 2016, the shareholders'' approved the equity settled ""ESOP 2016 plan"" for issue of stock
options to the employees as approved by the board of directors of the Company. The options granted under
the ESOP 2016 plan has a vesting period in the range of one to five years from the date of grant of options.
All Vested Options can be exercised only from the date on which the shares of the Company get listed on a
recognized stock exchange, but not later than five years from the date of such listing. For employees leaving
the Company, an option can be exercised within one month from the date of listing of shares. In addition,
the option grantee may exercise the options in such other manner, as may be prescribed by the Board. Each
option when exercised would be converted into one fully paid-up equity share of '' 10.00 each of the Company.
The board of directors in their meeting held on 23 June 2025 and the shareholders, in the Extraordinary
General Meeting of the Company held on 24 June 2025, has approved the amendment to the Shadowfax
Employee Stock Option Plan 2016 (the "ESOP Scheme”) to comply with the requirements of the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. However,
it does not have an impact on the standalone financial statements.

The expected life of the stock is based on historical data and current expectations and is not necessarily
indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the
historical volatility over a period similar to the life of the stock options is indicative of future trends, which
may also not necessarily be the actual outcome.

38. Employee Benefits:I Defined contribution plans

The Company makes contributions to provident fund, national pension scheme and employee state
insurance which are defined contribution plans for qualifying employees. The Company has recognised
'' 11.31 crores (31 March 2025: '' 8.17 crores) as an expense towards contribution to these plans in the
statement of profit and loss under the head employee benefits expense.

II Defined benefit plans

Gratuity

The Company offers gratuity benefit to employees, a defined benefit plan. The gratuity plan is governed
by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed five years of
service are entitled to benefit equivalent to 15 days salary last drawn for each completed year of service.
The same is payable to employees at retirement, death while in employment or on termination of
employment. The Company does not have any plan assets.

The defined benefit plan exposes the Company to actuarial risks such as longevity risk, interest rate risk
and market (investment) risk.

(i) The discount rate is based on the prevailing market yield on government bonds as at the
balance sheet date for the estimated term of obligation.

(ii) The estimate of future salary increase considered in actuarial valuation takes into account
inflation, seniority, promotion and other relevant factors such as supply and demand in the
employment market.

(f) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions,
holding other assumptions constant, would have effected the defined benefit obligation by the
amount shown below:

The sensitivity analysis above has been determined based on the method that extrapolates the
impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring
at the end of the reporting period.

Sensitivities due to mortality are not material and hence impact of change is not calculated.
Sensitivities as to rate of inflation, rate of increase of pensions in payments, rate of increase of
pensions before retirement and life expectancy are not applicable being a lump sum benefit on
retirement.

39. Capital management

For the purpose of Company''s capital management, capital includes subscribed capital (equity and
preference), securities premium, all other equity reserves attributable to the owners of the Company.
The Company determines the capital requirement based on annual operating plans and long-term and
other strategic investment plans. The funding requirements are met through equity and operating cash
flows generated. The Company is not subject to any externally imposed capital requirements.

The Company''s objectives when managing capital are to:

(i) Safeguard their ability to continue as going concern so as to maximise the shareholders value and;

(ii) maintain an optimal capital structure to reduce the cost of capital

The Company manages its capital structure and makes adjustments to the capital structure in light of
changes in economic conditions and future business prospects.

No changes were made in the objectives, policies or processes for managing capital during the years ended
31 March 2026 and 31 March 2025.

The capital structure and key performance indicators of the Company as at 31 March 2026 and 31 March
2025 is as follows:

Fair value hierarchy

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: Inputs for the assets and labilities that are not based on observable market data (unobservable
inputs).

Fair valuation method

The fair value of the financial assets and liabilities is included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The
following methods and assumptions were used to estimate the fair values.

Financial Assets:

Investment in Mutual funds: The fair values of investments in mutual fund units is based on the net asset
value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at balance
sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price
at which issuers will redeem such units from the investors.

Other financial assets: The fair value of all the other financial assets are measured at balance sheet date
value, as most of them are settled within a short period and so their fair value are assumed to be almost
equal to the balance sheet date value.

Financial liabilities:

Borrowings: Borrowings are classified and subsequently measured in the financial information at amortised
cost. Considering that the interest rate on borrowings is reset on yearly basis, the carrying amount of the
loan would be a reasonable approximation of its fair value.

Trade payables and other financial liabilities: Fair values of trade payables and other financials liabilities
are measured at balance sheet date value, as most of them are satisfied within a short period and so their
fair values are assumed almost equal to balance sheet date values.

Lease liabilities: The fair value of obligation is estimated by discounting future cash flows using rates currently
available for debts on similar terms, credit risk and remaining maturities.

The following table provides the fair value measurement hierarchy of the Company''s assets and liabilities.

41. Financial risk management

The Company’s activities expose to a variety of financial risks: credit risk, liquidity risk and market risk.

Risk management

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the
Company’s risk management framework. The Company’s risk management policies are established to identify
and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks
and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes
in market conditions and the Company’s activities. The Company, through its training and management
standards and procedures, aims to maintain a disciplined and constructive control environment in which all
employees understand their roles and responsibilities.

(i) 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. The Company is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including deposits with banks. Management
has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations
are performed on all customers requiring credit over a certain amount.

a) Trade and other receivables

Customer credit risk is managed as per the Company’s established policy, procedures and control relating
to customer credit risk management. Credit quality of a customer is assessed based on an extensive
credit rating scorecard and individual credit limits are defined in accordance with this assessment.

As per Ind AS 109, the Company uses the expected credit loss model to assess the impairment loss. In
determining the impairment allowance (Loss allowances for doubtful debts), the Company has used a
practical expedient by computing the expected credit loss allowance for trade receivables based on a
provision matrix. The provision matrix takes into account historical credit loss experience as well as the
current economic conditions and is adjusted for forward looking information. The expected credit loss
allowance is based on the ageing of the receivables that are due and allowance rates used in the provision
matrix. Refer note 28 for the details on provision for doubtful debts and note 8 for the outstanding trade
receivable balance which is subject to credit risk exposure of the Company.

An impairment analysis is performed at each reporting date on an individual basis for major customers.
Outstanding customer receivables are regularly and closely monitored basis the historical trend and the
Company provides for any outstanding receivables beyond 365 days which are doubtful.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial
assets disclosed below. The Company does not hold collateral as security. The Company evaluates
the concentration of risk with respect to trade receivables as low on the basis of past default rates of
its customers.

b) Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with
counterparties that have a good credit rating. The Company does not expect any losses from non¬
performance by these counter-parties, and does not have any significant concentration of exposures
to specific industry sectors.

c) Investments subsidiary

The Company limits its exposure to credit risk by generally investing in liquid securities and only with
counterparties that have a good credit rating. The Company does not expect any losses from non¬
performance by these counter-parties, and does not have any significant concentration of exposures
to specific industry sectors.

d) Security deposit

The Company also carries credit risk on security deposits with landlords for properties taken on leases.
The risk relating to refund of security after vacating the property is low since the lessors have strong
capability to meet its contractual cashflow obligation and the possession of premises is retained till the
refund is collected.

e) Other financial assets

- Advance to employees: The Company provides advance to employees for their personal needs and
repayment by deduction from the salary of the employees. The expected probability of default is
negligible or nil.

- Balance with partners: The Company carries credit risk on balance with partners. To mitigate this
risk, the Company regularly reviews and monitors the partners'' accounts to ensure their balances
do not exceed the prescribed threshold, hence the expected probability of default is negligible or nil.

(ii) Liquidity risk

Liquidity risk is the risk of being unable to meet the payment obligations resulting from financial liabilities,
which may arise from unavailability of funds. The exposure to liquidity risk is closely monitored on Company
level using daily liquidity reports and regular cash forecast reports to ensure adequate distribution. The
Company believes that cash and cash equivalents and current investments are sufficient to meet its current
requirements, accordingly, no liquidity risk is perceived.

(iii) 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, credit, liquidity and other market changes.

(i) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company’s exposure to the risk of changes in market
interest rates relates to the Company’s borrowing with floating interest rates.

Exposure to interest rate risk

The interest rate profile of the Company''s interest-bearing financial instruments as reported to management
is as follows:

Interest rate sensitivity analysis for variable instruments:

With all other variables held constant, the sensitivity to a reasonably possible change in interest rate of
borrowings on the Company’s profit before tax and equity is not material.

The outstanding borrowings carrying fixed interest rate as on 31 March 2026: '' Nil, 31 March 2025: '' 5.75
crore. There are no changes to fixed interest rate and accordingly sensitivity analysis is not provided.

(ii) Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due
to changes in foreign exchange rates. The functional currency of the Company is Indian Rupees and its
revenue is generated from operations in India. The Company do not have any material foreign currency
exposure. The Company does not enter into any derivative instruments for trading or speculative purposes.

Unhedged foreign currency exposure

The unhedged foreign currency exposure as at 31 March 2026 is Nil, 31 March 2025 Nil.

Reasons for variances

Note 1- Due to Increase in lease liabilities during theyear as compared to previous year.

Note 2- Due to profit earned and increase in revenue from operations during the year as compared to
previous year.

43. Pursuant to the requirement of Section 135 of the Act, the Company is not required to spend towards CSR
activities during the years ended 31 March 2026 and 31 March 2025 due to losses during the last three
immediately preceding financial years.

44. Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company has not traded or invested in Crypto currency or virtual currency.

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