ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್BlackBuck Ltd.

Mar 31, 2026

The key audit matter

How the matter was addressed in our audit

The Company earns revenue primarily from rendering
integrated suite of services such as commission income,
subscription fees and service fees.

Revenue from operations is recognized either at a point in time
or over a period, depending on the nature of the service and
the timing of satisfaction of related performance obligation.

Revenue is a key performance indicator for the Company and
its external shareholders. Accordingly, there may be incentives
or external pressures to meet expectations, resulting in
revenue being overstated or recognized before the services
are rendered. Further, the higher volume of transactions
and multiple contractual arrangements with different
counterparties increase the complexity of revenue recognition.

In view of the significance of the matter we applied the following
audit procedures in this area, amongst others, to obtain
audit evidence:

1. Assessed whether the Company''s revenue recognition policies
are consistent with the applicable accounting standards.

2. Obtained an understanding and evaluated the design,
implementation and testing the operating effectiveness of
relevant revenue recognition controls such as -

(i) control over reconciliations performed between the
subscription revenue recorded and collections.

(ii) manual journal entry controls to record revenue
over monthly basis.

3. On a sample basis, tested the underlying records such as
contracts, confirmations obtained by the management related
to commission and service fee and recalculated the amount.

The key audit matter

How the matter was addressed in our audit

Accordingly, revenue recognition related to income from truck
operators and related services has been identified as key audit
matters.

4.

Selected revenue transactions recorded close to the year end
and subsequent to the year end, using statistical sampling
to examine whether revenue has been recognised in the
correct accounting period in which the revenue recognition
criteria are met.

5.

Tested journal entries posted to revenue account selected
based on specified risk-based criteria to identify unusual items.

6.

Evaluated the adequacy of disclosures made in the standalone
financial statements in accordance with the applicable
accounting standards.

We have audited the standalone financial statements of
BlackBuck Limited (formerly known as ''Zinka Logistics
Solutions Limited'' and ''Zinka Logistics Solutions Private Limited'')
(the "Company") which comprise the standalone balance sheet
as at 31 March 2026, and the standalone statement of profit
and loss (including other comprehensive income), standalone
statement of changes in equity and standalone statement of
cash flows for the year then ended, and notes to the standalone
financial statements, including material accounting policies and
other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("Act") in the manner so required and
give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs
of the Company as at 31 March 2026, and its profit and other
comprehensive income, changes in equity and its cash flows for
the year ended on that date.

Revenue Recognition

Refer Note 2.12 and 14 to standalone financial statements

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in
the Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

Other Information

The Company''s Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Annual report, but
does not include the financial statements and auditor''s report(s)
thereon. The Annual report is expected to be made available to
us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the Annual report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant
laws and regulations.

Management''s and Board of Directors
Responsibilities for the Standalone Financial
Statements

The Company''s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the state of affairs,
profit/ loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section
133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for
assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the
Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or
error, and to issue an auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

* Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

* Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal
financial controls with reference to financial statements in
place and the operating effectiveness of such controls.

* Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the Management and
Board of Directors.

* Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to the
related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

* Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them
all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor''s report unless law
or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Other Matter

The standalone financial statements of the Company for the year
ended 31 March 2025 were audited by the predecessor auditor
who had expressed an unmodified opinion on 27 May 2025.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report) Order,

2020 ("the Order") issued by the Central Government of

India in terms of Section 143(11) of the Act, we give in the

"Annexure A" a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books,
except for the matter stated in the paragraph 2(B)
(f) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 and
that the back-up of the books of account and other
relevant books and papers in electronic mode has
not been kept on servers physically located in India
in respect accounting software used by the Company
for maintaining books of accounts relating to general
ledger and other records.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone statement
of changes in equity and the standalone statement of
cash flows dealt with by this Report are in agreement
with the books of account.

d. In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.

e. On the basis of the written representations received
from the directors as on 1 April 2026 taken on
record by the Board of Directors, none of the
directors is disqualified as on 31 March 2026 from
being appointed as a director in terms of Section
164(2) of the Act.

f. The modification relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 2(A)(b) above on reporting
under Section 143(3)(b) of the Act and paragraph
2(B)(f) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate Report in "
Annexure B".

B. With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:

a. The Company does not have any pending litigations
which would impact its financial position.

b. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

c. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

d. (i) The management has represented that, to the

best of its knowledge and belief, as disclosed
in the Note 33(vii) to the standalone financial
statements, no funds have been advanced or
loaned or invested (either from borrowed funds
or share premium or any other sources or kind
of funds) by the Company to or in any other
person(s) or entity(ies), including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall directly or indirectly lend
or invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the
best of its knowledge and belief, as disclosed
in the Note 33(vii) to the standalone financial
statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"),
with the understanding, whether recorded in
writing or otherwise, that the Company shall
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Parties ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(iii) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances , nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (i) and (ii) above,
contain any material misstatement.

e. The Company has neither declared nor paid any
dividend during the year.

f. Based on our examination which included test
checks, the Company has used an accounting

software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility
and the same has been operating throughout the
year for all relevant transactions recorded in its
software except that:

- In respect to the accounting softwares used by
the Company for maintaining books of accounts
relating to general ledger and other records
the audit trail feature was not enabled at the
application and database level.

- In respect of the accounting software used
for payroll records, which is operated by a
third party service provider, in the absence
of sufficient and appropriate reporting on
compliance with audit trail requirements in
the independent auditor''s report of a service
organisation available from 1 April 2025 to
30 September 2025 and in absence of the
independent auditor''s report in relation to
controls at service organisation from 1 October
2025 to 31 March 2026, we are unable to
comment whether the feature of audit trail (edit
log) facility was enabled and operated at the
database level to log any direct data changes.

- the company has used an accounting software
relating to revenue which does not have the
feature of recording audit trail (edit log) facility,
Consequently we are unable to comment on
audit trail feature of the said software.

Further, where audit trail (edit log) facility was
not enabled, we are unable to comment whether
there were any instances of the audit trail
being tampered with.

Additionally, the audit trail facility to the extent
maintained have been preserved by the company as
per the statutory requirements for record retention.

C. With respect to the matter to be included in the Auditor''s
Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director is not in excess
of the limit laid down under Section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which are required
to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm''s Registration No.:101248W/W-100022

Sd/-

Ashish Chadha

Partner

Place: Bengaluru Membership No.: 500160

Date: 19 May 2026 ICAI UDIN:26500160YZWXUK7190

Mar 31, 2025

1. We have audited the accompanying standalone
financial statements of
Zinka Logistics Solutions
Limited
(formerly known as Zinka Logistics Solutions
Private Limited) ("the Company"), which comprise the
Standalone Balance Sheet as at March 31, 2025, and the
Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of
Changes in Equity and the Standalone Statement of Cash
Flows for the year then ended, and notes to the standalone
financial statements, including material accounting policy
information and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("the Act") in the
manner so required and give a true and fair view in
conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company
as at March 31, 2025, and total comprehensive income
(comprising of loss and other comprehensive income),
changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of
the Act. Our responsibilities under those Standards are
further described in the "Auditor''s Responsibilities for
the Audit of the Standalone Financial Statements" section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of
the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context
of our audit of the standalone financial statements as a
whole and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Appropriateness of Revenue recognition from operations
(Refer Note 14 to the Standalone Financial Statements)

The Company earns revenue primarily from the rendering
of truck operator services such as commission income,
subscription fee and service fee.

Revenue from operations is recognised either over time or at a
point in time depending on the nature of the service and when
the performance obligation is satisfied.

We have considered revenue recognition as a key audit matter
because revenue is one of the Company''s key performance
indicators which makes it susceptible to misstatement. It
involves application of significant management estimates
and judgement in identification of customer and distinct
performance obligations; allocation of consideration to
identified performance obligations; and

Our audit procedures included the following:

* Understanding and evaluating the design and testing
the operating effectiveness of key controls relating to
revenue recognition.

* Assessing the Company''s revenue recognition accounting
policy with principles of Ind AS 115 "Revenue from Contracts
with Customers" by perusing a sample of agreements/ terms
and conditions agreed with customers.

In respect of above, our procedures included assessing the
appropriateness of Management''s judgements in accounting
for the agreements such as identification of the customer,
identification of performance obligations and allocation of
consideration to the identified performance obligations and
recognition of revenue over a period of time or at a point in time
based on timing of when the performance obligation is satisfied.

Key audit matter

How our audit addressed the key audit matter

determination of timing of recognition of revenue either over a

•

Testing on a sample basis, the timing of recognition of

period of time or at a point in time based on transfer of control

revenue in the correct period.

to customers.

•

Testing revenue transactions on a sample basis by examining
the underlying documents which inter-alia included
customer agreements/ invoices, amounts collected, other
documents as applicable.

•

Examining journal entries related to revenue recognised
during the year for unusual revenue transactions, if any.

•

Assessing the adequacy of presentation and disclosures of
revenue in the standalone financial statements.

Recognition of Deferred Tax Assets (DTA) and assessment

Our audit procedures included the following:

of its recoverability (Refer Note 12 to the standalone
financial statements)

•

Understanding and evaluating the design and testing the
operating effectiveness of the Company''s controls relating to

The Company has recognised DTA on temporary differences

assessment of carrying amount of DTA.

and carried forward tax losses as it is considered to be
recoverable based on the Company''s projected taxable profits
in the forecast period in accordance with Ind AS 12 "Income

•

Assessing the appropriateness of the Company''s accounting
policy in respect of recognising DTA on temporary differences
and tax losses.

Taxes". The carrying value of DTA (net) is H 2,472.81 million as
at March 31,2025.

•

Obtaining the future taxable profit projections prepared

We considered this a key audit matter as significant
Management judgement is involved in estimating projected
future taxable income considering future business plan and
underlying assumptions such as growth rate for sales, expense
etc., for determining the recoverability of DTA recognised.

•

by the management and evaluating the judgments and
assumptions made by the Management in determining the
projected future taxable income for reasonableness.

Performing sensitivity analysis on the projected future taxable
profits by varying the key assumptions within a reasonable
range to determine the impact of such sensitivity on DTA.

•

Assessing the appropriateness of tax rate applied to the
forecasted taxable profits.

•

Evaluating whether the tax losses, on which the DTA is
recognised, has been assessed by the tax authorities and is
available for utilisation in accordance with the provisions of
the Income Tax Act, 1961.

•

Verifying the mathematical accuracy of the calculation
underlying the taxable profit projections.

•

Assessing the adequacy of disclosures made in the standalone
financial statements with regard to deferred taxes.

Other Information

5. The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in Directors'' Report, Management
Discussion and Analysis Report, Report on Corporate
Governance and Business Responsibility and Sustainability
Report, but does not include the standalone financial
statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does
not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the other

information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those
charged with governance for the standalone
financial statements

6. The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements

that give a true and fair view of the financial position,
financial performance, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation
and presentation of the standalone financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

7. In preparing the standalone financial statements, Board of
Directors is responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

8. Those Board of Directors are also responsible for
overseeing the Company''s financial reporting process.

Auditor''s responsibilities for the audit of the
standalone financial statements

9. Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes
our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these financial statements.

10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

(b) Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to standalone financial statements in place and the
operating effectiveness of such controls.

(c) Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

(d) Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report
to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s
report. However, future events or conditions
may cause the Company to cease to continue as
a going concern.

(e) Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

11. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

12. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

13. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
of the current period and are therefore the key audit
matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on other legal and regulatory
requirements

14. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order"), issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in
the "Annexure B" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

15. As required by Section 143(3) of the Act, we report, to the
extent applicable, that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books,
except that the backup of certain books of account
and other books and papers maintained in electronic
mode has not been maintained on a daily basis on
servers physically located in India during the year
and the matters stated in paragraph 15(h)(vi) below
on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended).

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement
of Changes in Equity and the Standalone Statement
of Cash Flows dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on March 31, 2025 and taken on
record by the Board of Directors, none of the directors is
disqualified as on March 31,2025, from being appointed
as a director in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 15(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 15(h)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended).

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure A".

(h) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements, as applicable.

ii. The Company was not required to recognise
a provision as at March 31, 2025 under the
applicable law or Indian Accounting Standards,
as it does not have any material foreseeable
losses on long-term contracts. The Company
did not have any derivative contracts as at
March 31,2025.

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the
year ended March 31,2025.

iv. (a) The management has represented that,

to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or in
any other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries. Refer Note 40(vii)
to the standalone financial statements;

(b) The management has represented that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries. Refer Note 40(vii) to
the standalone financial statements; and

(c) Based on such audit procedures that we
considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (a) and (b) above contain any
material misstatement.

v. The Company has not declared/ paid any
dividend during the year.

vi. Based on our examination, which included test
checks, the Company has used two accounting
software for maintaining its books of account
which have a feature of recording audit trail
(edit log) facility. In respect of one accounting
software, the audit trail facility has operated
throughout the year for all relevant transactions
recorded in the software, except for certain
records and for direct database changes.

In respect of the second accounting software for
maintaining certain other books of account, the
edit log of modification does not contain pre¬
modified values. Further, the audit trail facility
has operated for certain books of account, from
mid of April 2024 to March 31, 2025, and has
not operated throughout the year for certain
other books of account.

During the course of performing our
procedures, other than the aforesaid instances
of audit trail not maintained, where the question
of our commenting on whether the audit trail

feature was tampered with does not arise, we
did not notice any instance of audit trail feature
being tampered with. Further, the audit trail,
to the extent maintained in the previous year
ended March 31, 2024, has been preserved by
the Company as per the statutory requirements
for record retention.

16. The Company has paid/ provided for managerial
remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with
Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal

Partner

Place: Bengaluru Membership Number: 064311

Date: May 27, 2025 UDIN: 25064311BMOFLM5952


Mar 31, 2024

To the Members of Zinka Logistics Solutions Limited (formerly known as Zinka

Logistics Solutions Private Limited)

Report on the Audit of the Standalone Financial StatementsOpinion

1. We have audited the accompanying standalone financial statements of Zinka Logistics Solutions Limited (formerly known as Zinka Logistics Solutions Private Limited) (“the Company”), which comprise the Standalone Balance Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act") in the manner so required and give a true an d fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and total comprehensive income (comprising of loss and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the “Auditor’s Responsibilities for the Audit of the Standalone Financial Statements” section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

4. The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s report, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

To the Members of Zinka Logistics Solutions Limited (formerly known as Zinka Logistics Solutions Private

Limited)

Report on audit of the Standalone Financial Statements

Page 2 of 5

Responsibilities of management and those charged with governance for the

standalone financial statements

5. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

6. In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the standalone financial statements

7. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

8. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

To the Members of Zinka Logistics Solutions Limited (formerly known as Zinka Logistics Solutions Private

Limited)

Report on audit of the Standalone Financial Statements

Page 3 of 5

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

(d) Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

9. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

10. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on other legal and regulatory requirements

11. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

12. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except that the backup of certain books of account and other books and papers maintained in electronic mode has not been maintained on a daily basis on servers physically located in India during the year and the

matter stated in paragraph i2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remark in paragraph 12(b) above on reporting under Section 143(3)(b) of the Act and paragraph 12(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position as at March 31, 2024. Refer Note 30 to the standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts as at March 31, 2024.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024.

iv. (a) The management has represented that, to the best of its knowledge and belief, no

funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Refer Note 40(vii) to the standalone financial statements;

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Refer Note 40(vii) to the standalone financial statements; and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and that has operated from March 20, 2024 for certain books of account and from March 26, 2024 for certain other books of account at the application level and the feature of recording audit trail was not enabled at the database level to log any direct data changes throughout the year. For certain other accounting software, the audit trail was not enabled at both application level and database level during the year.

During the course of performing our procedures, other than the aforesaid instances of audit trail not maintained where the question of our commenting on whether the audit trail was tampered with does not arise, we did not notice any instance of audit trail feature being tampered with.

13. The provisions of Section 197 read with Schedule V to the Act are applicable only to public companies. During the year ended March 31, 2024, the Company was registered as private limited company (Refer Note 1 to the standalone financial statements). Accordingly, reporting under Section 197(6) of the Act is not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Partner

Place: Bengaluru Membership Number: 064311

Date: July 04, 2024 UDIN: 24064311BKFWFS3174

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