Zinka Logistics Solutions Ltd

To the Members,

The Board of Directors ("the Board") present the 10^th (Tenth) Board Report on business, operations and performance of Zinka Logistics Solutions Limited ("the Company"/ "Blackbuck"), along with Audited Financial Statements and the Auditors' Report thereon for the financial year (FY) ended March 31, 2025.

1. Financial Highlights:

The highlights on the Company's financial statements on a standalone and consolidated basis are summarized below:

H ( in Million)

(Note: The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects of Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (‘the Act') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.)

2. Review of Operations and the State of the Company's Affairs:

The highlights of the Company's performance on Standalone basis are as under:

i. Revenue from Operations scaled to H 4,219.39 million in FY 2025 as against H 2,963.84 million in FY 2024, a growth of around 42.37 % YoY basis.

ii. The total income scaled to H 4,575.50 million in FY

2025 as against H 3,154.03 million in FY 2024, a growth of around 45.07 % YoY basis.

iii. Profit before Tax and exceptional items (PBT) for FY 2025 stood at H 904.00 million in comparison with

H (1,675.34) million in FY 2024.

iv. Profit after tax (PAT) from business activities is H (90.26) million in FY 2025 as against H (1,944.97) million in FY 2024.

The operational performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Report.

The Company has following wholly owned subsidiaries as

on March 31, 2025. The details are as follows:

TZF Logistics Solutions Private Limited

Blackbuck Finserve Private Limited

ZZ Logistics Solutions Private Limited

There has been no material change in the nature of the

business of such subsidiaries. Except Reserve Bank of

India (‘RBI') has granted a Prepaid Payment Instruments

(PPI) licence to TZF Logistics Solutions Private Limited on

July 03, 2025. This authorisation enables the company

to issue and operate PPIs, allowing customers to make

payments, remittances, and other transactions through a

secure digital wallet system, in compliance with applicable

regulatory guidelines.

As per Rule 8(5) (iv) of the Companies (Accounts) Rules,

2014, no Company ceased to be a subsidiary of the

The report on the performance and financial position of each subsidiary, as applicable and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this Report as Annexure I.

Further, contribution of subsidiaries to the overall performance of the Company has been disclosed in note no. 25 of the Consolidated Financial Statements.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on the website of the Company at https://a.blbk.in/Financials_Information for inspection by the Members.

Pursuant to the provisions of Regulation 16(c) of the SEBI Listing Regulations, the Board has approved and adopted a Policy for determining Material Subsidiary. The said policy is uploaded on the website of the Company at https://a.blbk.in/Policy_Determining_Material_Subsidiary.

The company has no joint ventures or associate companies.

4. Transfer to Reserves:

Appropriations to general reserve for the financial year ended March 31, 2025 as per financial statements are as under:

( H in Million)

5. Dividend:

During the FY 2025, the Board has not recommended any Dividend. The Dividend Distribution Policy is available on the Company's website at https://a.blbk.in/Policy_ Dividend_Distribution.

6. Transfer of Amounts to Investor Education and Protection Fund:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

7. Material changes and commitments:

There has been no material changes and commitments affecting the financial position of the Company which has occurred during the financial year and till the date of report except for as stated below. i. Conversion from Private to Public Company:

The status of the Company has been changed from Private Limited to Public Limited vide Special Resolution passed in the extra-ordinary general meeting held on June 11, 2024 and the new Certificate of Incorporation consequent upon conversion to public company has been issued by the Registrar of Companies and Central Processing Centre on June 19, 2024. ii. Partly paid up shares - Subscription and Forfeiture:

The Company had issued 372 partly paid Series D CCPS to Trifecta Venture Debt Fund – II and 111 partly paid Series D CCPS to Trifecta Venture Debt Fund – I (together known as "Trifecta").

During the year, out of the above 483 partly paid Series D CCPS, Trifecta fully paid up the amount called for 64 Series D CCPS. The remaining 419 partly paid Series D CCPS were forfeited by the Company vide resolution passed by the Board of Directors on June 1, 2024 due to non-payment of final call made by the Company. Accordingly, there are no partly paid up CCPS outstanding as at date of the approval of these Standalone financial statements. iii. Bonus issue and conversion ratio change for CCPS:

The Board of Directors and Shareholders of the Company in their meeting held on May 27, 2024 and May 28, 2024, respectively, approved a bonus issue of 550 equity shares for every equity share held by the equity shareholders of the Company as of May 27, 2024. Accordingly, the Board of Directors of the Company had, pursuant to the resolution dated June 07, 2024, made an allotment of 56,463,000 bonus equity shares of H1/- each to its equity shareholders.

Consequent to the bonus issue to the equity shareholders, the Board of Directors and Shareholders of the Company in their meeting held on June 10, 2024 approved to adjust the conversion ratio of Series A, Series B, Series B1, Series C, Series C1, Series C2, Series D, Series E CCPS and ESOP 2016

Plan and ESOP 2019 Plan to give an impact of the bonus issue referred above. iv. RTS Cancellation:

During the year, the right to subscribe CCPS agreements have been amended wherein the lenders have agreed to absolutely, irrevocably and unconditionally waive, relinquish, terminate and surrender its right to subscribe in consideration of liquidated damages. Details can be referred to in Note 10c(i) of the Standalone Financial Statments. v. Conversion of CCPS into Equity Shares:

The Board of Directors of the Company in its meeting held on October 7, 2024, approved conversion of Series A CCPS, Series B CCPS, Series B1 CCPS, Series C CCPS, Series C1 CCPS, Series C2 CCPS, Series D CCPS and Series E CCPS into 99,764,500 Equity Shares of face value of H1 each.

vi. During the reporting period, the Company has executed a business transfer agreement for the Slump Sale of Company's Corporate Freight Business on August 5, 2024 with a third party/buyer for a consideration of H958.54 million. The Slump sale was completed on August 22, 2024.

vii. The company has entered into a Share Subscription

Agreement dated August 16, 2024 with Zast Logisolutions Private Limited, Mr. Praveen Jain, Mr. Pervinder Singh Chawla, Mr. Bhupender Singh Kohli and Mrs. Paayal Jain to subscribe to Equity Shares of Zast Logisolutions Private Limited and has acquired 49,535 Equity Shares of face value of H 10 each of Zast Logisolutions Private Limited for a consideration of H 408.73 million viii. Initial Public Offer ("IPO") of Equity Shares:

The Company floated Initial Public Offer ("IPO") of its Equity Shares during FY 2024-25. The IPO was completed, and the Company got listed at the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as "Stock Exchanges") on November 22, 2024.

The Board was gratified and humbled by the faith shown in the Company by its Members. The total size of the IPO was 4,08,34,377 equity shares of face value of H1 each of the Company (the "Equity Shares") comprising a fresh issue of up to 2,01,48,577 Equity Shares aggregating up to H5,500.00 million ("Fresh Issue") and an offer for sale of up to 2,06,85,800 Equity Shares aggregating up to H5647.20 million by certain existing shareholders (selling shareholders).

The IPO opened on November 13, 2024 and closed on November 18, 2024 (for anchor investors, the Offer opened and closed on November 12, 2024). A discount of H25/- was offered to eligible employees.

ICRA Limited was appointed as the Monitoring Agency in terms of Regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilisation of IPO proceeds and the Company has obtained a monitoring report, for every quarter and submitted the same with Stock Exchanges as required under SEBI Listing Regulations.

The proceeds realised by the Company from the IPO are being utilised as per objects of the offer disclosed in the Prospectus of the Company.

Funds unutilised as on March 31, 2025 is H3812.87 million. There has been no deviation in the utilisation of the IPO proceeds of the Company. The statement of deviation/variation in utilisation of funds and the Monitoring Agency Report is available at the Company's website at https://a.blbk.in/Corporate_ Announcement

Statement of utilisation of IPO proceeds is given below:

( H in Million)

8. Capital Structure:

During the FY 2025, following changes took place in the Share Capital of the Company: i. Authorised Share Capital:

Increase in Authorised Share Capital from H16,00,00,000 (Indian Rupees Sixteen Crores

Only) divided into 1,50,00,000 Equity Shares of H 1 (Indian Rupee One Only) each and 1,45,00,000 Compulsorily Convertible Preference Shares of H 10 (Indian Rupees Ten Only) each to 39,50,00,000 (Indian Rupees Thirty-Nine Crore Fifty Lakhs Only) divided into 25,00,00,000 (Twenty-Five Crore) Equity Shares of H 1/- (Indian Rupee One Only) each and 1,45,00,000 (One Crore Forty-Five Lakhs) Compulsorily Convertible Preference Shares of H 10/- (Indian Rupees Ten Only) each vide Ordinary resolution passed in the Extra-Ordinary General Meeting held on April 10, 2024. ii. Changes in Issued, Subscribed and Paid-up Share Capital:

The Paid up Share Capital of the Company as at March 31, 2024 was H 26,71,700 (Indian Rupees Twenty-Six

Lakh Seventy-One Thousand Seven Hundred Only) divided into 1,02,660 fully paid up equity shares of face value of H 1/- each and 2,56,421 fully paid Preference Shares and 483 partly paid Preference Shares of face value of H 10/- each.

a) The Company had issued 372 partly paid Series D CCPS to Trifecta Venture Debt Fund – II and 111 partly paid Series D CCPS to Trifecta Venture Debt Fund – I (together known as "Trifecta"). Further, out of the above 483 partly paid Series D CCPS, Trifecta fully paid up the amount called for 64 Series D CCPS. The remaining 419 partly

Company vide resolution passed by the Board of Directors on June 01, 2024 due to non-payment of final call made by the Company. Accordingly, there are no partly paid up shares outstanding as at date of the approval of these Standalone financial statements.

b) Increase in Paid up Share Capital from H 26,67,353 (Indian Rupees Twenty-Six Lakh

Sixty-Seven Thousand Three Hundred Fifty-Three Only) to H 5,91,30,510 (Indian Rupees Five Crore Ninety-One Lakh Thirty Thousand Five Hundred Ten Only) through allotment of 5,64,63,000 bonus shares to equity shareholders in the Board Meeting held on June 07, 2024.

c) Increase in Paid up Share Capital from H 5,91,30,510 (Indian Rupees Five Crore Ninety-One Lakh Thirty Thousand Five Hundred Ten Only) to H 15,63,30,160 (Indian Rupees Fifteen

Crore Sixty-Three Lakh Thirty Thousand One Hundred Sixty Only) through allotment of Equity Shares pursuant to conversion of outstanding CCPS into 9,97,64,500 Equity Shares in the Board Meeting held on October 07, 2024.

d) Increase in Paid up Share Capital from H 15,63,30,160 (Indian Rupees Fifteen Crore

Sixty-Three Lakh Thirty Thousand One Hundred Sixty Only) to H 17,64,78,737 (Indian Rupees Seventeen Crore Sixty-Four Lakh Seventy-Eight Thousand Seven Hundred Thirty-Seven Only) through allotment of Equity Shares pursuant to Fresh issue of up to 2,01,48,577 Equity Shares in the Board Meeting held on November 20, 2024. e) Increase in Paid up Share Capital from H 17,64,78,737 (Indian Rupees Seventeen Crore

Sixty-Four Lakh Seventy-Eight Thousand Seven Hundred Thirty-Seven Only) to H 17,72,14,834 (Indian Rupees Seventeen Crore Seventy-Two Lakh Fourteen Thousand Eight Hundred Thirty-Four Only) through allotment of 7,36,097 Equity Shares under Zinka Logistics Solutions Limited Employees Stock Option Scheme 2016 (ESOP 2016) and Zinka Logistics Solutions Limited Employees Stock Option Scheme-2019 (ESOP 2019) as approved by Nomination and Remuneration Committee on March 04, 2025.

f) Increase in Paid up Share Capital from H 17,72,14,834 (Indian Rupees Seventeen Crore

>Seventy-Two Lakh Fourteen Thousand Eight Hundred Thirty-Four Only) to H 17,74,06,667 (Indian Rupees Seventeen Crore Seventy-Four Lakh Six Thousand Six Hundred Sixty-Seven Only) through allotment of 1,91,833 Equity Shares under Zinka Logistics Solutions Limited Employees Stock Option Scheme 2016 (ESOP 2016) and Zinka Logistics Solutions Limited Employees Stock Option Scheme-2019 (ESOP 2019) as approved by Nomination and Remuneration Committee on March 12, 2025.

g) After the closure of the reporting period, your Company has allotted equity shares as per following details:

i. Increase in Paid up Share Capital from 17,74,06,667 (Indian Rupees Seventeen Crore Seventy-Four Lakh Six Thousand Six Hundred Sixty-Seven Only) to H 17,82,23,510 (Indian Rupees Seventeen

Crore Eighty- Two Lakh Twenty-Three Thousand Five Hundred Ten Only) through allotment of 8,16,843 Equity Shares under Zinka Logistics Solutions Limited Employees Stock Option Scheme 2016 (ESOP 2016) and Zinka Logistics Solutions Limited Employees Stock Option Scheme-2019 (ESOP 2019) as approved by Nomination and Remuneration Committee on April 24, 2025. ii. Increase in Paid up Share Capital from 17,82,23,510 (Indian Rupees Seventeen Crore Eighty- Two Lakh Twenty-Three Thousand Five Hundred Ten Only) to H 17,86,15,946 (Indian Rupees Seventeen

Crore Eighty- Six Lakh Fifteen Thousand Nine Hundred Forty-Six Only) through allotment of 3,92,436 Equity Shares under Zinka Logistics Solutions Limited Employees Stock Option Scheme 2016 (ESOP 2016) and Zinka Logistics Solutions Limited Employees Stock Option Scheme-2019 (ESOP 2019) as approved by Nomination and Remuneration Committee on May 26, 2025.

iii. Increase in Paid up Share Capital from H 17,86,15,946 (Indian Rupees Seventeen

Crore Eighty- Six Lakh Fifteen Thousand Nine Hundred Forty Six Only) to H 17,91,47,107 (Indian Rupees Seventeen Crore Ninety One Lakh Forty Seven Thousand One Hundred Seven Only) through allotment of 5,31,161 Equity Shares under Zinka Logistics Solutions Limited Employees Stock Option Scheme 2016 (ESOP 2016) and Zinka Logistics Solutions Limited Employees Stock Option Scheme-2019 (ESOP 2019) as approved by Nomination and Remuneration Committee on June 24, 2025.

iv. Increase in Paid up Share Capital from H 17,91,47,107 (Indian Rupees Seventeen

Crore Ninety One Lakh Forty Seven Thousand One Hundred Seven Only) to H17,93,31,652 (Seventeen crore ninety three lakh thirty one thousand six hundred fifty two only) through allotment of 184545 Equity Shares under Zinka Logistics Solutions Limited Employees Stock Option Scheme 2016 (ESOP 2016) and Zinka Logistics Solutions Limited Employees Stock Option Scheme-2019 (ESOP 2019) as approved by Nomination and Remuneration Committee on July 22, 2025

v. The paid-up equity share capital after considering the allotments, stands at H17,93,31,652 (Seventeen crore ninety three lakh thirty one thousand six hundred ifty two only).

9. Employee Stock Options Schemes:

The Company has two Employees Stock Option Scheme, referred to as Zinka Logistics Solutions Limited Employees Stock Option Scheme 2016 (ESOP 2016) and Zinka Logistics Solutions Limited Employees Stock Option Scheme-2019 (ESOP 2019).

These ESOPs are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "SEBI SBEB & SE Regulations").

The Company has received the In-principal approval for ESOP 2016 and ESOP 2019 from BSE Limited on February 10, 2025 and from National Stock Exchange of India Limited on February 11, 2025.

Further, the details as required to be disclosed under Regulation 14 of the SEBI ESOP Regulations can be accessed at https://a.blbk.in/ESOP_Scheme and details for ESOP Schemes of the Company also forms part of the note no. 21 of the standalone financial statements.

The Company has also obtained certificates from the Secretarial Auditor confirming that ESOP 2016 and ESOP 2019 have been implemented in accordance with the SEBI SBEB & SE Regulations.

The said certificate will be placed before the members at the ensuing Annual General Meeting and will also be made available on the website of your Company at https://a.blbk. in/investor-relations.

The details related to ESOP Schemes are provided in Annexure II forming part of this Report.

During the FY 2025, there were following changes in the Directors and Key Managerial Personnel ("KMP") of the Company.

Mr. Rajamani Muthuchamy, Ms. Hardika Shah, and Mr. Niraj Singh were appointed as Non-Executive Independent Director of the Company, effective from April 10, 2024. Mr. Inderbir Singh Dhingra was appointed as the Nominee Director of the Company on April 10, 2024 and subsequently resigned as on June 15, 2024.

Mr. Rajesh Kumar Naidu Yabaji, Mr. Chanakya Hridaya, and Mr. Ramasubramaniam Balasubramaniam had their designations changed on June 26, 2024. Mr. Rajesh Kumar Naidu Yabaji was appointed as Chairman, Managing Director and CEO, while Mr. Chanakya Hridaya and Mr. Ramasubramaniam Balasubramaniam were appointed Executive Directors, respectively.

Mr. Satyakam GN and Mr. Barun Pandey were appointed as Chief Financial Officer and Company Secretary and Compliance Officer of the Company, respectively, on June 26, 2024.

All the Directors (other than the Independent Directors), on the Board of the Company are liable to retire by rotation. In terms of the provisions of Section 152(6) of the Act and the Rules made thereunder, Mr. Ramasubramaniam Balasubramaniam (DIN: 00442915), Executive Director is liable to retire by rotation at the ensuing AGM. Mr. Ramasubramaniam Balasubramaniam, being eligible, has offered himself for re-appointment. Based on the recommendations of the NRC, the Board recommends re-appointment of Mr. Ramasubramaniam Balasubramaniam at the ensuing AGM.

The details of Mr. Ramasubramaniam Balasubramaniam, as required under the SEBI Listing Regulations are contained in the Notice convening the ensuing AGM of the Company.

of the Company for the financial year ended on March 31, 2025.

Further, M/s B S R & Co. LLP, Chartered Accountants, having Firm Registration No. 101248W/W-100022 are appointed as the Statutory Auditor of the Company to hold the office for the first term of five consecutive years, commencing from the conclusion of this 10^th Annual General Meeting till the conclusion of 15^th Annual General Meeting (to be held in the calendar year 2030), subject to the approval of the shareholders at the forthcoming Annual General Meeting. ii. Secretarial Auditor:

The Board appointed M/s Pramod S as Secretarial Auditor of the Company for the financial year ended on March 31, 2025. The secretarial audit report issued by the Secretarial Auditor does not contain any qualification or reservation or observation or adverse remark.

Further, they have confirmed that they are not disqualified from continuing as Secretarial Auditor under and they hold a valid certificate issued by the peer review board of the Institute of Company Secretaries of India.

Further, CS. Pramod S (ICSI Membership No: A36020, COP: 13335), a Peer Reviewed Firm of Company Secretaries in Practice is appointed as Secretarial Auditor of the Company for a term of five years commencing from 1^st April 2025 up to 31^st March 2030, subject to approval of the shareholders at the forthcoming Annual General Meeting

The Secretarial audit report is annexed as Annexure V.

The Company has submitted the annual secretarial compliance report with BSE and NSE in compliance of Regulation 24A of the SEBI Listing Regulations and the same can be accessed at https://a.blbk.in/ Secretarial_Compliance_Report. iii. Internal Auditor:

The Board appointed M/s Guru & Jana Chartered Accountants (Firm Registration Number: 006826S) as Internal Auditors of the Company for the financial year ended on March 31, 2025 who have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time.

Further, M/s., Guru & Jana Chartered Accountants (Firm Registration Number: 006826S) is re-appointed as Internal Auditors of the Company for the financial year 2025-26. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company's risk management policies and systems.

The Company is in compliance with applicable laws regarding downstream investment as per Foreign Exchange Management (Non-debt Instruments) Rules, 2019, issued by Reserve Bank of India ("RBI") and has obtained requisite certificate from the statutory auditors in this regard.

During the period under review, Company has made Downstream Investment of H 40,87,03,000/- (Rupees Forty

Crores Eighty-Seven Lakh Three Thousand Only) with Zast Logisolutions Private Limited by subscribing 49,535 Equity Shares of face value of H 10 each.

Further the Company has made Downstream Investment of H 40,00,00,000/- (Rupees Forty Crore only) by subscribing 50,00,000 Equity Shares having a face value of H 10/- each at a premium of H 70/- per Equity Share in Blackbuck Finserve Private Limited ("BFPL"), a wholly owned subsidiary of the Company by way of subscription to Right Issue.

The Company has adequate internal financial control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets.

The Board of Directors of the Company has constituted Risk Management Committee (‘RMC') which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. Pursuant to Section 134(3) of the Act, the Company has in place, an effective risk management framework, which is governed at the highest level by the Board.

The Board has also formulated Risk Management Policy which identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of this Report.

The Risk Management Policy can be accessed at the Company's website at https://a.blbk.in/Policy_Risk_Mgmt.

The details of the conservation of energy, technology absorption, foreign exchange earnings and outgo, information required to be disclosed under Section 134(3)

(m) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules, 2014 are as follows: i. Conservation of Energy:

Though business operation of the Company are not energy intensive, the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption.

Some of the initiatives undertaken by the Company on a continuous basis to address environmental issues and focus on a responsible and sustainable business growth including during the year under review, are listed below:

Steps taken or impact on conservation of energy:

1. Energy-Efficient Infrastructure: The Company utilizes LED lighting, energy-efficient equipment, and energy efficient air-conditioning systems across its facilities to minimize electricity consumption and reduce the carbon footprint of its operations.

2. Automated Energy Management: To avoid energy wastage, the Company ensures that all non-essential electrical systems such as air-conditioners and lighting are turned off outside of working hours through automated and monitored protocols. ii. Technology Absorption:

Blackbuck being a technology driven organization is committed to using technology to transform every aspect of our business, ensuring a seamless and exceptional experience for all stakeholders.

Below are some of the initiatives which have been taken in the past year driving technology adoption:

Telematics-Driven Fuel Efficiency: Leveraging its core telematics and GPS-based solutions, the Company empowers truck operators with real-time insights into fuel consumption, route optimization, and driver behavior analytics. These tools significantly contribute to reducing fuel usage, idle time, and carbon emissions, thereby supporting sustainable logistics and transportation practices. iii. Foreign Exchange Earnings and Outgo: Nil

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors, employees, vendors, customers and other stakeholders of the Company and its subsidiaries to raise and report concerns regarding any unethical conduct, irregularity, misconduct, actual or suspected fraud or any other violation of the Policy within the Company.

The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanisms and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism/Whistle Blower Policy can be accessed at the Company's website at https://a.blbk.in/ Policy_WhistleBlower_VigilMechanism.

Further, all the Whistle Blower Complaints along with their status update are periodically placed before the Audit Committee for their review and discussion.

The Company focuses on promoting a collaborative, transparent, participative organization culture and rewarding merit and sustained high performance. The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI.

In terms of Section 136 of the Act, Annual Report and financial statements of the Company are being sent to the shareholders including information on details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as a part of Annual Report in Annexure-VI.

If any shareholder is interested in obtaining a copy of the aforesaid information, such shareholder may send an email to the Company Secretary and Compliance Officer of the Company at cs@blackbuck.com in this regard.

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of sexual harassment complaints during the financial year are provided in the Corporate Governance Report and Business Responsibility and Sustainability Report of this Annual Report.

The Policy is available on the website of the Company at https://a.blbk.in/Policy_POSH.

The company has complied with the provisions relating to the Maternity Benefit Act, 1961.

The Company has adopted a CSR Policy towards a sustainable community development to the requirements of Section 135 of the Act. The CSR policy is available on the website of the Company at https://a.blbk.in/Policy_CSR.

The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder, is annexed to this Report as Annexure VII. More details are mentioned in the Corporate Governance Report forming part of this Report.

The Company has complied with the applicable corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliances is annexed as Annexure VIII forming part of this Report.

The Management Discussion and Analysis Report ("MD&A Report") for FY 2025, as stipulated under Regulation 34 of the SEBI Listing Regulations, is annexed as Annexure IX separately forming part of this Report.

The BRSR for FY 2025, as stipulated under Regulation 34(2) (f) of the SEBI Listing Regulations, is annexed as Annexure X separately forming part of this Report.

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The said Code is available on the website of the Company at https://a.blbk.in/COC_SEBI(PIT).

Further, the violations against the Code are reported to the Audit Committee from time to time and details of the same are placed before the Audit Committee on a periodic basis for their perusal and necessary action.

During the financial year under review, pursuant to Section 143(12) of the Act, M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditor and M/s. Pramod S., Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee. ii. Public Deposits:

The Company has not accepted any deposits from the public, during the financial year, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY 2025. iii. Cost Records:

During the year, maintenance of cost records under Section 148(1) of the Act is not applicable to the Company. iv. Annual return:

The annual return of the Company as on the financial year ended on March 31, 2025 in terms of Section 92 and Section 134 of the Act is available on the website of the Company at https://a.blbk.in/Financials_ Information v. Issuance of Shares with Differential Voting Rights and Sweat Equity Shares:

The Company has not issued any shares with differential voting rights and sweat equity shares during the financial year. vi. Disclosure of Orders Passed By Regulators or Courts or Tribunals:

No significant material orders have been passed by any Regulators/Courts/Tribunals which has been received by the Company having impact on the going concern status and the Company's operation in future. vii. Change in Nature of Business:

There was no change in nature of the business of the Company in FY 2025. viii. Compliance with Secretarial Standards:

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. x. Details of difference between the Amount of Valuation Done:

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Statements in this Report and the Management Discussion

& Analysis Report describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. (Actual results may differ from those expressed in the statements).

The success of the Company is directly linked to hard work and commitment of the employees who worked round the clock to ensure the business continuity and exceptional service quality offerings for the customers.

The Board wishes to place on record its sincere appreciation to all employees for their hard work, dedication, commitment and efforts put in by them for achieving encouraging results under difficult conditions during this year. The Board also wishes to express its sincere appreciation and gratitude to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other regulatory & statutory authorities for their consistent support and cooperation extended to the Company during the year.

The Board is deeply grateful to the Members of the Company for continuing to entrust their confidence and faith in the Company.