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.

3. Subsidiaries, Associate Companies & Joint
Ventures:

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
Company during FY 2025.

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:

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

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
paid Series D CCPS were forefeited by the

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
fifty 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.

ii. Directors retiring by rotation:

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

10. Directors and Key Managerial Personnel:

i. Appointment/ Re-Appointment or Resignation

of Director(s) and Key Managerial Personnel
("KMP"):

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.

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.

iii. Independent Directors' declaration:

The Company has received necessary declarations
from each Independent Director that they meet
criteria of independence laid down under section
149 (6) of the Act and Regulation 25 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations").

Further, in terms of Rule 8(5) (iiia) of the Companies
(Accounts) Rules, 2014, in the opinion of the Board,
there has been no change in the circumstances
which may affect their status as Independent
Directors of the Company and the Board is satisfied
of the integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the Act
and applicable rules thereunder) of all Independent
Directors on the Board.

Further, in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have
included their names in the data bank of Independent
Directors maintained with the Indian Institute of
Corporate Affairs.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company, other
than remuneration, sitting fees and reimbursement
of expenses incurred by them to attend meetings of
the Board/Committees of the Company.

None of the Directors of the Company are disqualified
from being appointed as Directors under Section
164(2) of the Act and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules,
2014. The Company has obtained the Certificate
from Mr. Pramod S, Practicing Company Secretary
that none of the Directors on the Board of the
Company has been debarred or disqualified for
being appointed or continuing as directors of the
Companies by the SEBI/ Ministry of Corporate Affairs
or any such statutory authority. The Certificate is
attached as Annexure III forming an integral part
of this Report.

iv. Familiarization Programme for Directors:

Disclosure pertaining to Familiarization programmes
for Directors is provided in the Corporate Governance
Report forming part of this Report.

The Familiarization Policy along with note on the
Familiarization programme adopted by the Company
for orientation and training of the Directors and
the Board evaluation process undertaken is made
available on the Company's official website at
https://a.blbk.in/Policy Familiarization Programme

v. Company's policy on Directors' appointment,
remuneration and other matters:

The Nomination and Remuneration Policy ("NRC
Policy") on appointment and remuneration including
criteria for determining the qualification, positive
attributes, independence and other matters of
Directors, KMPs & SMPs has been formulated as
per applicable provisions under Section 178 of the
Act read with the SEBI Listing Regulations to set
out a framework for the nomination, evaluation,
and remuneration of Directors, KMPs and SMPs
of the Company.

The Nomination and Remuneration Policy ("NRC
Policy") is uploaded on the website of the Company
at https://a.blbk.in/Policy Nomination Remuneration
and is followed for respective appointment(s).

11. Number of meetings of Board:

During the year under review, the Board met twenty-three
(23) times, to consider and approve various matters. The
maximum interval between any two meetings of the Board
did not exceed 120 days. The details of the meetings
and the attendance of the Directors are provided in the
Corporate Governance Report forming part of this report.

12. Committees of the Board:

As on March 31,2025, the Board has 6 (six) committees: Audit
Committee, Nomination and Remuneration Committee,
Risk Management Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee.

Additionally, Board of Directors of the Company have
constituted an Initial Public Offer Committee specifically
for purpose of IPO.

A detailed note on the composition of the committees
and other mandatory details is provided in the Corporate
Governance Report forming part of this Annual Report.

All the recommendations of the committees are
accepted by the Board.

13. Board Evaluation:

The Nomination and Remuneration Committee has
formulated a policy and criteria for evaluation of the Board
and its Committees and the same has been adopted by
the Board. During the FY 2025, the performance of the
Board and its Committees were evaluated after seeking
inputs from all the Directors on the basis of criteria such
as the composition and meetings, role & responsibilities
and overall effectiveness of the Board & Committees.

Evaluation of the performance of all Individual Directors
(including Independent Directors and Chairperson) was
also carried out during the FY 2025. The details of the
Board Evaluation process are mentioned in the Corporate
Governance Report forming part of this Report.

Pursuant to Schedule IV of the Act read with Regulation
25 of SEBI Listing Regulations, the Independent Directors
met on February 05, 2025, without the presence of Non¬
Independent Directors and members of the management
and have, inter-alia, assessed the quality, quantity and
timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively
and reasonably perform its duties.

Policy on evaluation of the performance of the Board
of Directors is made available on the Company's
official website at https://a.blbk.in/Policy Evaluation
Performance Directors.

14. Directors' Responsibility Statement:

In accordance with the provisions of Section 134 of the
Act, Directors to the best of their knowledge and belief
confirm and state that:

i. in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

ii. the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the
profit and loss of the company for that period;

iii. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors had prepared the annual accounts on a
going concern basis; and

v. the Directors, in the case of a listed company, had
laid down internal financial controls to be followed by
the company and that such internal financial controls
are adequate and were operating effectively;

vi. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

15. Particulars of Loans, Guarantees or
Investments:

Particulars of Investments made during the financial year
under the provisions of Section 186 of the Companies
Act, 2013, have been disclosed in Note No. 37 to the
Standalone Financial Statements forming an integral part
of this Report.

Additionally, the Company has invested the surplus funds
available in the units of mutual funds, fixed deposits with
Scheduled Banks, debt securities etc., details of which have
been disclosed in Note No. 5 to the Standalone Financial
Statements forming an integral part of this report.

During FY 2025, the Company has not given any loan or
provided any guarantees pursuant to Section 186 of the
Act, except as disclosed in the notes to account.

16. Related Party Transactions:

During the financial year under review, the Company has
not entered into any materially significant related party
transaction. Related party transactions entered into were
approved by the audit committee and the Board, from time
to time and are disclosed in the notes to accounts of the
financial statements forming part of this Annual Report.

All transactions with related parties are in accordance with
the RPT Policy. Further, during the financial year under
review in terms of Section 188 of the Act, all transactions
entered into by the Company with its related parties were
on arm's length basis and ordinary course of business.
The disclosure in the prescribed Form AOC-2, pursuant to
Section 134 of the Act, is attached as Annexure IV.

The RPT Policy is made available on the Company's official
website at https://a.blbk.in/Policy Materiality RPT.

17. Auditors and auditors' reports:

i. Statutory Auditor:

The Board appointed M/s. Price Waterhouse
Chartered Accountants LLP, Chartered Accountant
(FRN 012754N/N500016), as Statutory Auditor for a
second term to hold office from the conclusion of
the 6^th Annual General Meeting till the conclusion
of 10^th Annual General Meeting. Further, they have
confirmed that the appointment made is within the
prescribed limits and are eligible to hold the office as
Auditor of the Company and is not disqualified.

Further, they have confirmed that:

a) their appointment is within the limit prescribed
under the Section 141 of the Act;

b) they are not disqualified from continuing
as Statutory Auditor under the Section 141
of the Act; and

c) they hold a valid certificate issued by the peer
review board of the Institute of Chartered
Accountants of India.

M/s. Price Waterhouse Chartered Accountants LLP,
Chartered Accountant (FRN 012754N/N500016),
have given unmodified opinion and have not given
any qualification or reservation or adverse remark
or disclaimer in their audit report on the audited
financial statements (standalone and consolidated)

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.

18. Downstream Investment:

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.

19. Internal Financial Controls:

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.

20. Risk Management:

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.

21. Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo:

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

22. Vigil Mechanism/Whistle Blower Policy:

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.

23. Particulars of Employees/Human Resources:

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.

24. Prevention of Sexual Harassment:

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.

25. Compliance with Maternity Benefit Act, 1961:

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

26. Corporate Social Responsibility ("CSR")
Policy:

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.

27. Corporate Governance:

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.

28. Management Discussion and Analysis
Report ("MD&A 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.

29. Business Responsibility and Sustainability
Report ("BRSR"):

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.

30. Prevention of Insider Trading:

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.

31. Other Statutory Disclosures:

i. Details in respect of frauds reported by
auditors:

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.

ix. Application/Proceedings pending under the
Insolvency and Bankruptcy Code, 2016:

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.

32. Cautionary Statement:

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).

33. Acknowledgement:

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.