Shadowfax Technologies Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

The Board of Directors of the Company (Board) is pleased to present its 11^th Board’s Report (“Report”) on the
business, operations, and performance of Shadowfax Technologies Limited (“the Company”) together with the
audited financial statements for the financial year ended on 31 March 2026.

This Report has been prepared in compliance with the applicable provisions of the Companies Act, 2013,
(including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“Act”) and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
as amended (“SEBI Listing Regulations”).

1. FINANCIAL HIGHLIGHTS

The summarized financial performance of the Company for the financial year ended 31 March 2026, is
given below:

2. Business Performance and Financial
OverviewStandalone Financial Performance

During the financial year ended 31 March 2026
(“FY26”), the Company recorded revenue from
operations of '' 4,080.35 Crores on a standalone
basis, as compared to '' 2,467.20 Crores in the
previous financial year ended 31 March 2025
(“FY25”), reflecting an increase of 65.38%. The
Company reported a profit after tax of '' 115.18
Crores for FY26, as against profit after tax of '' 6.21
Crores in FY25, resulting in an improvement of
'' 108.97 Crores. Standalone EBITDA (excluding
other income) for FY26 stood at '' 205.19 Crores
as compared to '' 55.13 Crores in FY25.

Consolidated Financial Performance

On a consolidated basis, the revenue from
operations for FY26 amounted to '' 4,202.44
Crores, as compared to '' 2,485.13 Crores in
FY25, registering an increase of 69.10%. The
consolidated profit after tax for FY26 was '' 111.71
Crores, as against profit after tax '' 6.43 Crores in
FY25, reflecting an improvement of '' 105.28
Crores. Consolidated EBITDA (excluding other
income) stood at '' 211.84 Crores for FY26, as
compared to '' 56.19 Crores in the previous
financial year.

FY26 was a defining year in the Company’s
evolution. During the year under review, the
equity shares of the Company were listed on BSE
Limited and the National Stock Exchange of India
Limited pursuant to its initial public offering, the
Company recorded its first full year of profit after
tax in excess of '' 100 Crores, and it completed
the acquisition of Criticalog India Private Limited,
thereby extending its presence into critical and
high-value logistics. Incorporated in 2015, the
Company operates as a technology-led third-party
logistics (“3PL”) service provider supporting the
growth of digital commerce in India, and during
the year further strengthened its network reach,
automation capabilities and service portfolio.

The Company provides a comprehensive range
of logistics services to its customers, including
express parcel delivery, reverse logistics and
hand-in-hand exchange, same-day and next-day
(prime) delivery solutions, quick commerce and
hyperlocal fulfilment, mobility support, dark store
operations and, through its subsidiary, critical

and high-value logistics. The Company serves a
diversified customer base comprising horizontal
and non-horizontal e-commerce marketplaces,
quick commerce platforms, food delivery and
on-demand mobility platforms, and direct-to-
consumer brands. During FY26, the Company
delivered 72.6 Crore orders, representing
an increase of 66.4% over FY25, and further
consolidated its position as a leading third-party
provider of quick commerce, reverse pickup and
same-day delivery solutions in India.

The Company’s operations are supported by
its nationwide infrastructure and technology-
enabled operating model. As at 31 March 2026,
the Company’s network reached 15,656 pin
codes, supported by 4,778 first-mile, middle-mile
and last-mile touchpoints, with an operational
area of over 47 lakh square feet. During the year,
the Company commissioned OneNCR, among
the largest automated sort centres in India, with
a designed throughput of approximately 48,000
packages per hour.

The Company has also developed a crowdsourced
last-mile delivery network, with an average
of over 2.31 lakh unique transacting delivery
partners per quarter during FY26. Substantially
all last-mile deliveries are executed through this
network, under a variable cost model in which
a single delivery partner may fulfil e-commerce,
food and quick commerce orders through a single
application. This delivery partner model enables
scalability of operations and cost optimisation.

Technology forms an integral part of the Company’s
operations. The Company has developed
proprietary technology platforms, including
systems for supply-demand allocation, address
intelligence and geo-coding, fraud detection
and prevention, and shipment security and
traceability, which together support serviceability,
operational efficiency and service quality. During
the year, the Company further embedded
artificial intelligence across its operating stack
and expanded automation across its logistics
infrastructure, including the deployment of
advanced sortation systems at its sort centres.
Further details in this regard are set out under the
section titled "Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and
Outgo” forming part of this Report.

The Company continues to be guided by an
experienced leadership team and remains
committed to maintaining appropriate standards
of corporate governance, employee welfare
and environmental responsibility. During the
year, the Company continued its initiatives
towards the adoption of electric vehicles in its
last-mile delivery operations, and continued to
invest in the well-being of its delivery partners
through insurance cover, fair earnings structures
and skilling programmes. Going forward, the
Company intends to focus on deepening its
network coverage, scaling its newer service lines,
strengthening its technology and automation
capabilities, and supporting the growth of
India’s digital commerce ecosystem, subject
to prevailing market conditions and applicable
regulatory requirements.

3. INITIAL PUBLIC OFFER (“IPO”) OF EQUITY
SHARES

During the financial year under review, the
Company has been converted from private
limited company to public limited company and
consequent upon conversion into public limited
company, the name of the Company has been
changed from "Shadowfax Technologies Private
Limited” to "Shadowfax Technologies Limited”
and fresh certificate of incorporation dated 21
April 2025 has been issued by the Registrar
of Companies.

During the financial year under review, the equity
shares of the Company have been listed on BSE
Limited ("BSE”) and the National Stock Exchange
of India Limited ("NSE”) (collectively, the "Stock
Exchanges”) w.e.f. 28 January 2026.

The total size of the IPO was ^ 19,072.69 million
comprising of 15,38,12,014 equity shares
including fresh issue of 8,06,45,160 equity shares
aggregating to ^ 10,000.00 million and offer for
sale of 7,31,66,854 equity shares aggregating to
^ 9,072.69 million by selling shareholders. The

IPO opened on 20 January 2026 and closed on
22 January 2026 and the Equity shares were
allotted / allocated at a price of ^ 124/- per Equity
Share (including a share premium of ^ 114/- per
Equity Share) on 23 January 2026.

4. DIVIDEND

During the financial year under review, the Board
has not recommended any dividend. The Dividend
Distribution Policy of the Company is available on
the Company’s website athttps://www.shadowfax.
in/investor-relations/ipo-disclosures/corporate-
governance.

5. TRANSFER TO RESERVES

During the financial year under review, the
Company did not transfer any amount to
the reserves.

6. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business
of the Company for the year under review.

7. SHARE CAPITAL STRUCTURE

A. CHANGES IN AUTHORISED SHARE CAPITAL

During the financial year ended 31 March 2026,
there is no change in the Authorized share capital
of the Company.

B. CHANGES IN PAID UP SHARE CAPITAL

The paid-up share capital of the Company as on
31 March 2026 is detailed below:

The Issued, Subscribed and Paid-Up Share
Capital of the Company as on 31 March 2026
is '' 5,82,27,15,050 /- (Rupees Five Hundred
and Eighty-Two Crore Twenty Seven Lakhs
Fifteen Thousand and Fifty Only) divided into
58,22,71,505 (Fifty Eight Crore Twenty Two Lakhs
Seventy One Thousand Five Hundred and Five)
equity shares of '' 10/- each.

8. DEBENTURES

During the year under review, the Company
fully redeemed 500 Series A and 250 Series
B Unlisted, Secured, Redeemable Non¬
Convertible Debentures, each having a face
value of '' 10,00,000/- (Rupees Ten Lakhs Only),
aggregating to '' 75 crore (Rupees Seventy Five
Crores Only), which were issued in November
2021 and April 2022, respectively, to Trifecta
Venture Debt Fund-II and Trifecta Venture Debt
Fund-III.

9. ANNUAL RETURN

A copy of the Annual Return of the Company for
the Financial year 2025-26, as required under
Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration)
Rules, 2014 can be accessed on the Company’s
website at-https://www.shadowfax.in/.

10. DETAILS OF SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

The Company has one subsidiary, namely
Criticalog India Private Limited. The Company
does not have any joint ventures or associate
companies as on 31 March 2026.

Pursuant to the provisions of Section 129 (3) of
the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial
statements and highlights of the performance
of the subsidiary is provided in Form AOC -1 as
Annexure-I, which is annexed to this Report.

The audited accounts of the Subsidiary Company
are available on the website of the Company at
https://www.shadowfax.in/investor-relations/
financials

11. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND & UNPAID DIVIDEND:

During the financial year under review, the
Company was not required to transfer any funds
or equity shares to the Investor Education and
Protection Fund (IEPF) pursuant to the provisions
of Section 125 of the Companies Act, 2013. The
Company also does not have any unclaimed
dividend pending transfer to the Unpaid
Dividend Account.

12. AUDITORS AND AUDITORS’ REPORT

A. Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants,
(Firms’ Registration No: 101248W/W-100022),
were appointed as the statutory auditors of the
Company for a term of five (5) years, from the
conclusion of the 6^th Annual General Meeting
until the conclusion of the 11^th Annual General
Meeting (AGM), to be held in the year 2026.
Accordingly, they retire will at the ensuing AGM
upon completion of their term.

The Board of Directors of the Company at their
meeting held on 14 May 2026, based on the
recommendation of the Audit Committee, has
recommended to the Members the appointment
of M/s S.R. Batliboi & Associates LLP, Chartered
Accountants (ICAI Firm Registration No.
101049W/E300004) as Statutory Auditors of the
Company, for a term of 5 (five) consecutive years

from the conclusion of 11^th AGM till the conclusion
of the 16^th AGM. Accordingly, Resolution proposing
appointment of M/s S.R. Batliboi & Associates LLP,
as the Statutory Auditors of the Company for a
term of five consecutive years pursuant to Section
139 of the Act, forms part of the Notice of the 11^th
AGM of the Company. The Company has received
the written consent and a certificate that M/s
S.R. Batliboi & Associates LLP satisfy the criteria
provided under Section 141 of the Act and that
the appointment, if made, shall be in accordance
with the applicable provisions of the Act and rules
framed thereunder.

There has been no qualification, reservation,
adverse remark or disclaimer given by the Statutory
Auditors in their Report. The information referred
to in the Auditors’ Report is self-explanatory and
do not call for any further comments.

Further no fraud has been reported by the Auditors,
pursuant to the provisions of Section 143(12) of
the Companies Act, 2013, during the financial
year under review, to the Audit Committee or
the Board.

B. Internal Auditor

The Company has established appropriate
internal control mechanisms, which are regularly
monitored to assess their effectiveness and
identify areas for improvement.

During the year under review, M/s Grant Thornton
Bharat LLP, were engaged as Internal Auditor of
the Company. They carried out the internal audit
of the Company’s operations and reported its
findings to the Management. Internal auditors also
evaluated the functioning and quality of internal
controls and provided assurance of its adequacy
and effectiveness through periodic reporting.

C. Secretarial Auditor

M/s Bedi & Co., Company Secretaries, (ICSI
Firm Registration No: S2017KR548900) were
appointed as Secretarial Auditors of the Company
for a term of 5 (five) consecutive years from the
financial year 2025-26 to the financial year
2029-30.

The Secretarial Auditors have confirmed that they
are eligible and not disqualified to continue as
Secretarial Auditors of the Company.

The Secretarial Audit Report forms part of
this Annual Report and is annexed herewith
as Annexure-II. The Report does not contain
any qualification, reservation, adverse remark,
or disclaimer. Further, during the year under
review, the Secretarial Auditor did not report any
fraud under Section 143(12) of the Companies
Act, 2013.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing
Regulations, a Secretarial Compliance Report for
the financial year 2025-26 on compliance with
all applicable SEBI Regulations and circulars/
guidelines issued thereunder, has been issued
by M/s Bedi & Co., Company Secretaries and is
available on the website of the Company athttps://
www.shadowfax.in/investor-relations/statutory-
reports.

13. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

i. Composition of the Board

As on 31 March 2026, the Board of Directors of the
Company comprised a balanced mix of Executive,
Non-Executive and Independent Directors,
bringing diverse experience and expertise across
various domains. The composition of the Board
complies with the requirements of the Companies
Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations”).

The Board of Directors has 8 Members viz. 4 Non¬
executive Independent Directors (including 1
Women Director) and 4 Executive Directors

ii. Appointment and Resignations of the
Directors

During the year under review, Mr. Gaurav Jaithlia
and Mr. Praharsh Chandra have been appointed
as whole-time directors of the Company w.e.f.
23 June 2025 and Mr. Dinkar Gupta has been
appointed as Independent Director of the
Company w.e.f. 23 June 2025 and Mr. Mamtesh
Sugla & Mr. Hemant Gundopant Badri have
resigned from the position of the Director of
the Company w.e.f. 02 June 2025 and 10 June
2025 respectively.

iii. Director Retiring by Rotation:

In accordance with the provisions of Section 152
of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Gaurav Jaithlia,
Whole-time Director, is liable to retire by rotation at
the 11^th Annual General Meeting of the Company
scheduled to be held on Friday, 18 September
2026, and being eligible, has offered himself for
re-appointment.

iv. Appointment or Resignation of Key
Managerial Personnel during the year

During the financial year under review, the
following persons were identified as Key
Managerial Personnel of the Company consequent
to conversion of the Company from Private
Limited to Public Limited:

• Mr. Abhishek Bansal was appointed as
Managing Director and Chief Executive
Officer of the Company with effect from 21
April 2025.

• Mr. Vaibhav Khandelwal was appointed as
Whole-Time Director of the Company with
effect from 21 April 2025.

• Mr. Praveen Kumar K J was identified as
Chief Financial Officer and Key Managerial
Personnel of the Company with effect from
21 April 2025.

• Pursuant to appointment of Mr. Gaurav
Jaithlia and Mr. Praharsh Chandra as whole¬
time directors of the Company w.e.f. 23 June

2025 they were identified as Key Managerial
Personnel of the Company.

v. Declarations by Independent Directors:

All Independent Directors have given declarations
that they meet the criteria of independence as
laid down under Section 149 (6) of the Act and
Regulations 16(1)(b) and 25(8) of SEBI Listing
Regulations, that they are independent from the
Management of the Company and that they are
not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their
duties with an objective independent judgment
and without any external influence. Further, all the
Independent Directors have given declarations
that they have complied with the provisions of
Companies (Appointment and Qualifications of
Directors) Rules, 2014.

The Independent Directors have given
declarations that they have complied with the
Code for Independent Directors prescribed in
Schedule IV to the Act and the Code of Conduct
of the Company.

vi. Performance Evaluation

The Company has duly approved Remuneration
Policy prescribing inter-alia the criteria for
appointment, remuneration and performance
evaluation of the directors. As mandated by Section
134 & 178, read with, Schedule IV of the Act and
Regulation 25 of the SEBI Listing Regulations.

Further the Nomination and Remuneration
Committee of the Board, evaluated the
performance of the Board, its Committees and
all Individual Directors including Chairman of
the Company. The evaluation was carried out on
the basis of a structured questionnaire circulated
in advance to all the Directors. Furthermore,
the Board is of the opinion that Independent
directors of the company are persons of high
repute, integrity & possess the relevant expertise
& experience in their respective fields.

vii. Number of Board Meetings

During the year under review, the Board duly met 15 times. The maximum gap between any two consecutive
Board meetings did not exceed 120 days.

Detailed information regarding dates of meetings of the Board held during the financial year 2025-26
indicating the number of meetings attended by each Director is provided below:

The necessary quorum was present at all the Board Meetings.

viii. Committees of the Board

As on 31 March 2026, the Company has 6 Board-
level Committees as below:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Risk Management Committee

4. Stakeholder Relationship Committee

5. Corporate Social Responsibility (CSR)
Committee

6. IPO Committee

The Company has duly constituted the above Board
level Committees as mandated by the applicable
laws and as per the business requirements. The
details of the same are provided in the Corporate
Governance Report of the Company which forms
part of this report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)

(c) read with Section 134(5) of the Companies Act,
2013, the Board of Directors to the best of their
knowledge and belief they confirm that:

(a) in the preparation of the annual accounts for
the financial year 2025-26, the applicable
accounting standards have been followed
along with proper explanation relating to
material departures;

(b) they have 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/loss
of the company for that period;

(c) they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, for safeguarding
the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a
going concern basis.

(e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
were operating effectively; and

(f) they have devised proper systems to ensure
compliance with the provisions of applicable
laws and that such systems were adequate
and operating effectively.

15. PARTICULARS OF LOANS GRANTED,
GUARANTEE PROVIDED AND INVESTMENTS
MADE PURSUANT TO THE PROVISIONS OF
SECTION 186 OF THE COMPANIES ACT,
2013

The Particulars of loans, guarantees or investments
have been disclosed in the financial statements
and the Company has duly complied with Section
186 of the Act, in relation to Loans, Guarantee and
Investments, during the FY 26.

16. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions
entered by the Company, during the year under
review, with related parties were in the ordinary
course of business and on arm’s length basis.
During the period under review, the Company
had not entered into any contract / arrangement
/ transaction with related parties which could be
considered material in accordance with the Policy
on Materiality of and Dealing with Related Party
Transactions and accordingly, the disclosures in
Form No. AOC-2 are not applicable. The related
party disclosures are provided in the notes to
financial statements.

The Policy on Related Party Transactions as
approved by the Board is available on the official
website of the Company at the following link:
https://www.shadowfax.in/investor-relations/ipo-
disclosures/corporate-governance.

In terms of Regulation 23 of SEBI Listing
Regulations, the Company submits the disclosures
of Related Party on consolidated basis within the
prescribed timelines from the date of publication
of its standalone and consolidated financial results
for the respective half year.

17. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(REVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company has always believed in providing
a safe and harassment-free workplace for every
individual working in its premises through various
interventions and practices. The Company always
endeavours to create and provide an environment
that is free from discrimination and harassment
including sexual harassment. The Company
has a robust policy in place for prevention of
sexual harassment at workplace. The policy
aims at prevention of harassment of employees
and lays down the guidelines for identification,
reporting and prevention of sexual harassment.
There is an Internal Complaints Committee (ICC)
which is responsible for redressal of complaints
related to sexual harassment and follows the
guidelines provided in the policy. During the
financial year ended on 31 March 2026, the ICC
did not receive any complaints pertaining to any
sexual harassment.

Details of complaints received and disposed of
during the Financial Year 2025-26 are as follows:

18. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961:

The Company affirms that it has duly complied
with the provisions of the Maternity Benefit
Act, 1961, including all amendments thereto.
All applicable benefits, leave entitlements, and
facilities as mandated under the Act have been
extended to eligible women employees during
the financial year under review.

The Company is committed to fostering a
supportive, inclusive, and equitable workplace,
and remains steadfast in ensuring the well-being
and rights of women employees, particularly
during and after maternity. Provisions such as
paid maternity leave, nursing breaks, and return-
to-work support continue to be implemented in
both letter and spirit across all Company locations.

19. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

No application has been made under the
Insolvency and Bankruptcy Code, 2016, and
hence the requirement to disclose the details
of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016
during the year alongwith their status as at the
end of the financial year is not applicable.

20. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

A. Conservation of energy

The Company is engaged in the logistics services
business. Accordingly, its operations are not
energy-intensive in nature. Nevertheless, the
Company continues to take appropriate measures
for conservation and efficient utilisation of energy
across its offices, warehouses, hubs and other
operational facilities.

The details required under Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8(3)
(A) of the Companies (Accounts) Rules, 2014 are
annexed as Annexure VI.

B. Technology Absorption

i. The efforts made towards technology
absorption; and

ii. The benefits derived like product
improvement, cost reduction, product
development or import substitution.

Key initiatives and the corresponding benefits
are as below:

• Automation of delivery centre operations:

The Company deployed automated
sortation systems across key delivery

centres and integrated them directly
with its core operating platform.
Benefits derived include higher sortation
accuracy and productivity, a reduction
in shipment mis-routing optimised
manpower deployment and more
accurate shipment profiling.

• Integration with a leading global
e-commerce platform: The Company
built a dedicated integration layer
spanning forward parcel delivery and
quick commerce service operating on a
ten-minute delivery commitment, both
of which were activated during the fourth
quarter of FY26. Having been activated
only in the fourth quarter of FY26, this
integration establishes the technology
foundation for an anticipated scale-up
of volumes under this relationship in the
coming years.

• Expansion of SF Shield, the Company’s
logistics security and operational
integrity framework, which combines
real-time data intelligence, geospatial
analytics and artificial intelligence and
machine learning to identify anomalies
and mitigate operational risk.

• Enhanced capabilities of SF Maps,
the Company’s proprietary artificial
intelligence based address intelligence
and geo-coding system, further
improving address resolution, delivery
accuracy and operational efficiency.

iii. In case of imported technology (imported

during the last 3 years reckoned from the

beginning of the financial year: NA

a. The details of technology imported - NA

b. The year of import - NA

c. Whether the technology been fully
absorbed - NA; and

d. If not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof- NA

iv. The expenditure incurred on Research and

Development- NA

C. Foreign Exchange Earnings and Outgo

During the year under review, the Foreign
Exchange earnings of the company were Nil
and Foreign Exchange outgo was '' 1.54 Crore
(Previous Year '' 1.52 Crore).

21. DEPOSITS

During the year under review, your Company
has neither accepted any fixed deposits nor any
amount was outstanding as principal or interest
as on the balance sheet date and disclosures
prescribed in this regard under Companies
(Accounts) Rules, 2014 are not applicable.

22. RISK MANAGEMENT POLICY AND
ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Your Company has in place a mechanism to
identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified
by the business and functions are systematically
addressed through mitigating actions on
a continuing basis. The Risk Management
framework has been provided in the Management
Discussion and Analysis Report of the Company.

Your Company’s internal control systems are
commensurate with the nature of its business and
the size and its operations.

23. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNAL

There were no significant or material orders passed
by any regulators, courts or tribunals during the
year under review which would impact the going
concern status or the operations of the Company
in the future.

24. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF THE
REPORT, IF ANY

There have been no significant material changes
and commitments affecting the financial
position of the Company, between the end of the
financial year, i.e., 31 March 2026, and the date of
this report.

25. PARTICULARS OF EMPLOYEES

As on 31 March 2026, the Company had a total
of 5,427 employees on its payroll, comprising of
5,183 males, 244 female, and no transgender
employees. The Company recognizes its

employees as key stakeholders and is committed
to attracting, nurturing, and retaining top
talent. It fosters a collaborative, transparent, and
participative work environment that rewards
merit and high performance.

The information required pursuant to Section 197
read with Rule 5 (1), 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees
of the Company, is provided in Annexure-III. If any
Shareholder is interested in obtaining information
as described under second proviso to the Rule
5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, they may, before the date of forthcoming
Annual General Meeting, write to the Company
Secretary in this regard.

26. EMPLOYEE STOCK OPTION PLAN

In order to develop and implement a long-term
incentive programme to effectively attract,
motivate and retain the best talent in a competitive
environment, and to align employees’ interests
with the long-term objectives of the Company,
the Company has implemented the Shadowfax
Technologies Limited Employee Stock Option
Plan, 2016 (“SFX ESOP 2016” or the “Plan”).

The Plan was originally approved by the members
of the Company at the Extra-Ordinary General
Meeting held on 15 December 2016 and was
subsequently amended on 15 February 2019,
24 December 2020, 28 March 2024, 15 January
2025 and 24 June 2025. Further, pursuant to the
provisions of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
(“the Employee Benefits Regulations”), the Plan
was ratified by the shareholders of the Company
through a Postal Ballot on 07 May 2026.

The Company has obtained in-principle approvals
from the Stock Exchanges for the ESOP pool
under the Plan vide their respective approval
letters dated 09 March 2026 and 17 June 2026.

The Disclosure as per SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 has
been given on the website of the Company under
the following link:https://shadowfax.in/investor-
relations/statutory-reports

Pursuant to Regulation 13 of Employee Benefits Regulations, a certificate from Secretarial Auditors of the
Company, with respect to the implementation of the scheme, would be placed before the shareholders at
the ensuing Annual General Meeting (“AGM”).

The following disclosures are being made upto 31 March 2026, as required under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014:

27. NOMINATION AND REMUNERATION
POLICY

In compliance with Section 178 of the Companies
Act, 2013, Remuneration Policy of Directors,
KMP/SMP and Other Employees (“Remuneration
Policy”) has been designed to keep pace with the
dynamic business environment and market linked
positioning. The Policy has been duly approved
and adopted by the Board. The updated policy
can be accessed on the website of the Company
athttps://www.shadowfax.in/investor-relations/
ipo-disclosures/corporate-governance.

As mandated by proviso to Section 178(4) of
the Companies Act, 2013, salient features of
Remuneration Policy are annexed as ‘Annexure
IV’ hereto and forms part of this report. The details
of the remuneration paid to the directors during
the year are provided in the ‘Annual Return’ which
forms a part of this Report.

28. VIGIL MECHANISM & WHISTLE BLOWER
POLICY

The Company has implemented Vigil Mechanism
& Whistle Blower policy and the oversight of the

same is with Audit committee of the Company.
The policy inter-alia provides that any Directors,
Employees, Stakeholders who observe any
unethical behavior, actual or suspected fraud
or violation of the Company’s code of conduct
or ethics, policies, improper practices or alleged
wrongful conduct in the Company may report
the same to Chairman of the Audit Committee
or e-mail on the email-Id: [email protected].
The detailed procedure is provided in the policy
and the same is available on official website of
the Company at following link: https://www.
shadowfax.in/investor-relations/ipo-disclosures/
corporate-governance.

Further during the year under review, there
were no instances of fraud reported to the Audit
Committee/ Board.

29. CORPORATE GOVERNANCE

The Company believes in the philosophy of
conducting business through fair and ethical
means and has set in the best of corporate
governance practices in its day-to-day operations

aimed at building trust with all stakeholders. The
Company’s governance structure is in line with
the applicable laws and regulations.

Detailed compliances with the provisions of
the SEBI Listing Regulations and Companies
Act, 2013 for the year 2025-26 are given in
Corporate Governance Report, which forms part
of the Annual Report. The certificate of Practising
Company Secretary on compliance with Corporate
Governance norms is also attached thereto.

30. COMPLIANCE OF SECRETARIAL
STANDARDS

The Company has complied with all the applicable
secretarial standards issued by the Institute of
Company Secretaries of India.

31. CORPORATE SOCIAL RESPONSIBILITY
(CSR) & BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In terms of the provisions of Section 135 of the
Act, read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, (as amended)
the Board has constituted a Corporate Social
Responsibility (“CSR”) Committee w.e.f. 21 April
2025. Further, in view of the losses incurred by
the Company during the previous financial years,
the Company was not required to spend towards
CSR during the current financial year.

The Annual Report on CSR activities for the
financial year 2025-26, prepared in accordance
with Sections 134 and 135 of the Act read
with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 (as amended)
and Rule 9 of the Companies (Accounts) Rules,
2014, is annexed to this Report and marked as
Annexure-V.

Sinc e the Company was listed on the Stock
Exchanges on 28 January 2026, the average

market capitalisation as on 31 December 2025
could not be determined for the purpose of
ascertaining the applicability of the Business
Responsibility and Sustainability Report (“BRSR”)
under the SEBI Listing Regulations. Accordingly,
the requirement to provide the BRSR is not
applicable to the Company for the financial year
ended 31 March 2026.

32. COST RECORDS

The Company does not fall under the provisions of
Section 148 of the Companies Act, 2013 during
the financial year ended on 31 March 2026.
Accordingly, the Company is not required to
maintain cost records as per the provisions of the
Companies Act, 2013.

33. THE DETAILS OF THE DIFFERENCE BETWEEN
THE 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

During the year under review, no one-time
settlement with any bank or financial institution
was undertaken. Accordingly, the disclosure
regarding differences in valuation at the time of
one-time settlement and at the time of availing
loans is not applicable.

34. ACKNOWLEDGEMENT

Your directors would like to place on record
their gratitude for the valuable guidance and
support received from the Members and all other
stakeholders of the Company. The Directors also
place on record their deep sense of appreciation
for all the employees of the Company for their
commitment, commendable efforts, teamwork
and professionalism.

For and on behalf of the Board of Directors
SHADOWFAX TECHNOLOGIES LIMITED

Sd/- Sd/-

Mr. Abhishek Bansal Mr. Vaibhav Khandelwal

Date: 31 July 2026 Managing Director & CEO Whole Time Director & CTO

Place: Bengaluru DIN: 07155421 DIN: 07155413