ICICI Prudential Mutual Fund has made a significant investment in Shadowfax Technologies Limited, acquiring 10,46,666 shares on February 17, 2026, which pushed its total shareholding above the 5% regulatory threshold. The acquisition was completed through secondary market purchases and has triggered mandatory disclosure requirements under SEBI's Substantial Acquisition of Shares and Takeovers Regulations, 2011.

Shareholding Details and Transaction Impact

The mutual fund's strategic acquisition has resulted in a notable increase in its stake in the logistics technology company. Prior to this transaction, ICICI Prudential Mutual Fund held 2,87,26,639 shares, representing 4.97% of Shadowfax Technologies' total voting capital.

Company Structure and Investment Rationale

Shadowfax Technologies Limited maintains its equity share capital at ₹ 5,78,13,32,450, comprising 57,81,33,245 shares with a face value of ₹10 each. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited, providing liquidity for institutional investors like ICICI Prudential Mutual Fund.

The fund has explicitly stated that this acquisition is made from an investment perspective and not with the objective of seeking any controlling interest in the company. This clarification is significant as it indicates the fund's intention to remain a financial investor rather than pursue strategic control.

Regulatory Compliance and Disclosure

The transaction has triggered compliance requirements under Regulation 29(1) of SEBI's takeover regulations. Key regulatory aspects include:

• Transaction Date: February 17, 2026
• Disclosure Date: February 18, 2026
• Mode of Purchase: Secondary market transactions
• Regulatory Threshold: Crossed 5% substantial acquisition limit

Market and Investment Implications

The acquisition represents ICICI Prudential Mutual Fund's confidence in Shadowfax Technologies' business prospects and growth potential. As one of India's leading asset management companies, the fund's investment decisions often reflect broader market trends and sector opportunities in the logistics and technology space.

The transaction was executed entirely through equity shares carrying voting rights, with no involvement of warrants, convertible securities, or other complex financial instruments. This straightforward approach indicates a direct equity investment strategy by the mutual fund in the target company.

Shadowfax Technologies Limited marked a significant milestone with its first earnings conference call as a publicly listed company, delivering robust Q3 FY26 financial results that exceeded internal expectations. The technology-led third-party logistics company reported exceptional growth across key business segments while maintaining strong profitability metrics.

Strong Revenue Performance Across Business Segments

The company achieved remarkable 65% year-on-year revenue growth in Q3 FY26, reaching ₹1,160 crores while delivering 20.6 crore orders to end customers across hyperlocal and e-commerce logistics. This performance continues the company's exceptional growth trajectory, with each of the last three quarters recording 65% plus year-on-year growth.

The express parcel business, which includes e-commerce intercity parcels, same-day delivery, reverse logistics, and exchange services, demonstrated the strongest growth at 72% year-on-year. Management attributed this performance to active market consolidation and rapid market share gains.

Significant Margin Expansion and Profitability

Shadowfax reported substantial improvement in profitability metrics, with adjusted EBITDA reaching ₹49 crores compared to ₹18 crores in the same quarter last year. The company achieved a 4.3% adjusted EBITDA margin, representing a 170 basis points improvement year-on-year.

The company has maintained adjusted EBITDA positivity for 11 consecutive quarters, demonstrating consistent operational efficiency. Management emphasized that profitability includes costs for ongoing expansion, with 80-100 last mile facilities launched monthly.

Strategic Market Position and Growth Drivers

Shadowfax operates as a category-agnostic, platform-agnostic logistics provider serving various industries requiring doorstep delivery. The company has built competitive advantages through value-added services including reverse logistics, same-day delivery, and hyperlocal solutions.

Key growth drivers identified by management include:

• Pin code expansion: Currently serving 15,000 pin codes out of India's 19,000 total pin codes
• D2C and SME customer acquisition: Triple-digit growth in D2C segment with 20-25% higher yields
• New service lines: Volumetric shipments and white goods delivery planned for FY27
• Market share expansion: Expected to continue for next 6-8 quarters due to industry consolidation

Operational Infrastructure and Investment Strategy

The company follows a "right asset strategy," investing in assets that provide control over customer experience and operational efficiency. Shadowfax currently leases and operates 4.5 million square feet of real estate across sort centers and last mile facilities.

Management indicated that capex intensity increased this year due to rapid growth requirements and capacity building ahead of demand. The company expects to invest 2.8-3% of revenues over the next two years before normalizing to 2-2.5% long-term.

Market Outlook and Strategic Initiatives

Shadowfax successfully completed its IPO in January 2026, raising ₹1,000 crores in primary capital. The company onboarded a large marketplace customer across both e-commerce and quick commerce segments, with integrations completed and scaling underway.

The hyperlocal and quick commerce segments continue showing strong momentum, with the company serving as the largest third-party operator in this space. Management highlighted opportunities in emerging vertical quick commerce categories spanning baby wear, apparel, and gourmet food.

Looking ahead, management expressed confidence in maintaining 25-30% year-on-year growth over the next few years while continuously expanding margins. The company targets steady-state early teen EBITDA margins, with gradual margin expansion of 1-1.2% annually over the next two years before accelerating post-FY28.