Shadowfax Technologies IPO

Objects of the Offer

• Consistent market share expansion driven by deepening customer relationships and operating leverage.

• Continue to expand our service portfolio.

• Continue to strengthen and expand our network.

• Continue to invest in technology.

• Enabling EV fleets.

• Inorganic growth through acquisition for expansion of our capabilities.

• Agile and customisable logistics services that enable faster go-to-market for clients.

• Largest last-mile gig-based delivery partner infrastructure.

• Our extensive nationwide network.

• Proprietary and agile technology capabilities.

• Proven business model, with focus on profitability, while delivering healthy growth.

• Experienced management team supported by entrepreneurial founders.

• The company incurred losses aggregating to Rs.(118.82) million and Rs.(1,426.38) million in the Financial Years 2024 and 2023, respectively and negative cash flows from operating, investing and financing activities in certain periods. The company may continue to experience losses and negative cash flows in the future as the comapany anticipate increased expenses in the future.

• The company significantly rely on a scaled and unified network infrastructure for its business operations, largely comprising 4,299 touchpoints, distributed across first and last mile centers and sort centers, and supported by more than 3.50 million square feet of operational space, and reaching 14,758 pin codes as of September 30, 2025. Any disruptions to our network may adversely affect the company`s business operations, financial condition and cash flows.

• The company relys on key commercial relationships with its clients. The company`s largest client contributed 48.91%, 51.23%, 48.00%, 59.23%, and 59.52% of its revenue from operations for the six months period ended September 30, 2025, and September 30, 2024, and the Financial Years 2025, 2024, and 2023, respectively. The loss of any such key commercial relationships could adversely affect the company`s business.

• While its total revenue from operations grew from Rs.14,151.24 million in the Financial Year 2023 to Rs.24,851.31 million in the Financial Year 2025, the company`s historical growth rates may not reliably forecast future performance and failures to manage growth or execute strategies effectively could impede the company`s expansion and materially affect its business and future prospects.

• Any inability to expand and grow the company`s network infrastructure in a balanced manner could adversely affect its future growth, business operations, financial condition and cash flows.

• The company rely on its crowdsourced network of delivery partners, comprising of 205,864 Average Quarterly Unique Transacting Delivery Partners as of September 30, 2025, with whom the company does not have any exclusive arrangements, for certain aspects of the company`s business, and any change to the supply of delivery partners may disrupt its business operations, lead to additional losses and expose the company to additional risks.

• Any mishandling of goods by its delivery partners may lead to operational inefficiencies and client dissatisfaction, which may affect the company`s business, financial condition and results of operation.

• The company depends on third-party franchisees for a portion of its last-mile deliveries, and any failures in their performance or disruptions in our business relationships with them could adversely impact the company`s service quality, financial performance, and reputation.

• Some of its clients choose cash on delivery as their preferred payment method. This practice involves the company acting as limited agents for the company`s brands, merchants, and quick-commerce platforms, which presents operational challenges and potential risks regarding cash loss.

• The company leased all its logistics facilities as of September 30, 2025 and some of the company`s lease agreements may have certain irregularities. Failures to renew its leases or to locate desirable alternatives for the company`s facilities could materially and adversely affect its business.

• The company is highly reliant on its technology infrastructure and third-party technology applications in the company`s business operations, and failures to continue to improve and effectively utilize its technology infrastructure or successfully develop new technologies could harm the company`s business operations, reputation and prospects.

• The company faces challenges associated with diversifying its service offerings, including expanding to new geographies. Additionally, the company may have limited experience in operating the new service lines or offerings into which the company diversify. As a result, the company might face challenges in planning for its future operations, predicting outcomes, and modelling growth in revenue and expenses.

• The company faces risks associated with the items the company delivers, and the contents of shipments and inventories handled through its service network.

• The company relys on telecommunications and information technology systems, networks and infrastructure to operate its business and any interruption or breakdown in such systems, networks or infrastructure or the company`s technical systems could impair its ability to effectively operate the company`s platform or provide its services.

• The company`s insurance may be insufficient to cover all losses associated with its business operations.

• The company employ a large workforce comprising of 4,472 permanent employees and manpower on contractual basis aggregating to 17,182, as of September 30, 2025, and any failures to attract and retain suitably qualified and skilled employees, labour unrest, labour union activities, increases in the cost of labour or failure to comply with applicable labour laws could negatively affect its business.

• The Company, the company`s Subsidiary, certain of its Promoters, Directors, Key Managerial Personnel and Senior Managerial Personnel are involved in certain legal proceedings. Any adverse decision in such proceedings may render the company/them liable to liabilities/penalties and may adversely affect its business and results of operations.

• The company may be unable to sufficiently obtain, maintain, protect, or enforce its intellectual property and other proprietary rights.

• There have been certain instances of delays in payment of statutory dues by the Company in the past. Any delay in payment of statutory dues by the Company in future may result in the imposition of penalties and in turn may have a material adverse effect on its business, results of operations and financial condition.

• The company has in the past paid late submission fees for delays in filing of forms with RBI in respect of certain allotments made by the Company.

• Sustaining growth and staying competitive in the future depends on its ability to manage the company`s costs.

• If the company is unable to continue to innovate, meet evolving market trends, adapt to changing customer demands and maintain its culture of innovation, the company`s ability to sustain and grow its business may suffer.

• Decreased availability or increased costs of key logistics and supply chain inputs, including third-party transportation, equipment and materials could impact the company`s cost of operations and its profitability across business lines.

• Although we continue to diversify the company`s client base, e-commerce clients and hyperlocal commerce platforms substantially contribute to its shipping volume. Accordingly, the company`s business and growth are highly correlated with the growth, profitability and regulatory regime of the e-commerce industry and more generally, commerce, in India, and any downturn may have an adverse impact on its business, operations, and financial position.

• The company has in the past entered into, and will continue to enter into, related party transactions which may potentially involve conflicts of interest.

• The company operates in a competitive industry, which could adversely affect its results of operations and market share.

• Any variation in the utilization of its Net Proceeds as disclosed in this Updated Draft Red Herring Prospectus - I would be subject to certain compliance requirements, including prior shareholders` approval.

• The company`s business is subject to various laws and regulations which are constantly evolving. If the company or its delivery partners are deemed to be not in compliance with any of these laws and regulations, may lead to significant fines and penalties, and the company`s business, reputation, financial condition, cash flows and results of operations may be materially and adversely impacted.

• If the company is unable to establish and maintain an effective internal controls and compliance system, the company`s business and reputation could be adversely affected.

• The company depends on its key management, including the company`s Promoters, Key Managerial Personnel and Senior Managerial Personnel. Any failures to attract, motivate, and retain its management team could harm the company`s ability to maintain and grow its business.

• Delays or defaults in payment by its clients or the tightening of payment periods to the company`s suppliers could affect its cash flows and may adversely affect the company`s financial condition and operations.

• The company may requires additional capital to support the growth of its business, which may not be available on terms favourable to the company or at all and may impose certain restrictive covenants that limit its operations or the company`s ability to pay dividends, or in the case of an issuance of securities, dilute its shareholders.

• The company`s business generates and processes a large quantity of confidential data. Failures to protect such confidential data through improper handling or unauthorised access could damage its reputation and substantially harm the company`s business and results of operations.

• The company is affected by seasonality experienced in the customer retail and logistics and supply chain industries.

• The company may fails to successfully enter into necessary or desirable strategic alliances or make acquisitions or investments, and the company may not be able to successfully integrate acquisitions or achieve the anticipated benefits from these alliances, acquisitions or investments that the company undertakes.

• Expanding the company`s operations internationally could subject the company to new challenges and risks.

• We have in the past issued non-convertible debentures and have a total outstanding borrowing of Rs.5.03 million as of September 30, 2025. Any failure to comply with the financial or other covenants prescribed under the documentation may have an adverse effect on our business operations, financial position and future growth.

• Our Subsidiary, Criticalog India Private Limited, as of September 30, 2025, has outstanding unsecured loans from us and certain financial institutions of Rs. 28.68 million and Rs. 5.03 million, respectively. Any failure to comply with the financial or other covenants prescribed under the related documentation may affect our business operations.

• We rely on certain key operating metrics and non-GAAP measures to evaluate the performance of our business, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

• Economic sanctions, anti-corruption laws and anti-money laundering laws imposed by the United States and other jurisdictions may expose us to potential compliance risks.

• Economic sanctions, anti-corruption laws and anti-money laundering laws imposed by the United States and other jurisdictions may expose us to potential compliance risks.

• Economic sanctions, anti-corruption laws and anti-money laundering laws imposed by the United States and other jurisdictions may expose us to potential compliance risks.

• The company has in the past issued non-convertible debentures and have a total outstanding borrowing of Rs.5.03 million as of September 30, 2025. Any failures to comply with the financial or other covenants prescribed under the documentation may have an adverse effect on its business operations, financial position and future growth.

• The company`s Subsidiary, Criticalog India Private Limited, as of September 30, 2025, has outstanding unsecured loans from the company and certain financial institutions of Rs 28.68 million and Rs. 5.03 million, respectively. Any failures to comply with the financial or other covenants prescribed under the related documentation may affect its business operations.

• The company relys on certain key operating metrics and non-GAAP measures to evaluate the performance of its business, and real or perceived inaccuracies in such metrics may harm the company`s reputation and negatively affect its business.

• Economic sanctions, anti-corruption laws and anti-money laundering laws imposed by the United States and other jurisdictions may expose the company to potential compliance risks.

• The company`s Directors and key managerial personnel have interests in the Company in addition to their remuneration and reimbursement of expenses.

• If there is any damage to its brand image or reputation, the company`s business, revenue, profitability and growth may be harmed.

• Certain sections of this Updated Draft Red Herring Prospectus - I contain information from RedSeer which has been commissioned and paid for by the company and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

• The Equity Shares of face value of Rs.10 each have never been publicly traded, and, after the Offer, the Equity Shares of face value of Rs.10 each may experience price and volume fluctuations, and an active trading market for the Equity Shares of face value of Rs.10 each may not develop. Furthermore, the Offer Price, market capitalization to revenue from operations multiple, price to revenue from operations ratio and price to earnings ratio based on the Offer Price of the Company, may not be indicative of the market price of the Equity Shares of face value of Rs.10 each on listing.