RED HERRING PROSPECTUS

Dated: November 7, 2024

Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR code to view the RHP)

ZINKA LOGISTICS SOLUTIONS LIMITED

CORPORATE IDENTITY NUMBER: U63030KA2015PLC079894
REGISTERED AND CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
Vaswani Presidio, no. 84/2, II Floor, Panathur Main Barun Pandey Email: [email protected] www.blackbuck.com
Road, Kadubeesanahalli, Off Outer Ring Road, Company Secretary and Compliance Tel: +91 8046481828
Bengaluru 560 103, Karnataka, India Officer
OUR PROMOTERS: RAJESH KUMAR NAIDU YABAJI, CHANAKYA HRIDAYA AND RAMASUBRAMANIAN BALASUBRAMANIAM
DETAILS OF THE OFFER TO THE PUBLIC
TYPE SIZE OF SIZE OF THE TOTAL OFFER SIZE ELIGIBILITY AND SHARE RESERVATIONS AMONG
FRESH ISSUE OFFER FOR SALE QIB, NIB, RIB AND ELIGIBLE EMPLOYEES
Fresh Issue and Up to [●] Equity Up to 20,685,800 Up to [●] Equity The Offer is being made pursuant to Regulation 6(2) of the
Offer for Sale Shares of face Equity Shares of face Shares of face value of Securities and Exchange Board of India (Issue of Capital and
value of ₹1 each value of ₹1 each ₹1 each aggregating Disclosure Requirements) Regulations, 2018, as amended
aggregating up to aggregating up to ₹[●] up to ₹[●] million (“SEBI ICDR Regulations”) as our Company does not fulfil
₹5,500.00 million the requirements under Regulation 6(1)(a) of the SEBI ICDR
million Regulations of not more than 50% of the net tangible assets
being held in monetary assets and Regulation 6(1)(b) of the
SEBI ICDR Regulations of having an average operating profit
of at least ₹150.00 million, calculated on a restated and
consolidated basis, during the preceding three financial years.
For further details, see “Other Regulatory and Statutory
Disclosures – Eligibility for the Offer” on page 390. For details
in relation to share reservation among QIBs, NIBs, RIBs and
Eligible Employees (as defined hereinafter) see “Offer
Structure” on page 413.
DETAILS OF THE SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION
NAME OF SELLING TYPE NUMBER OF EQUITY SHARES OF WEIGHTED AVERAGE
SHAREHOLDER(1) FACE VALUE OF ₹1 OFFERED COST OF ACQUISITION
PER EQUITY SHARE (IN ₹)*
Rajesh Kumar Naidu Yabaji Promoter Selling Shareholder Up to 2,218,822 Equity Shares aggregating 0.0036
up to ₹[●] million
Chanakya Hridaya Promoter Selling Shareholder Up to 1,109,411 Equity Shares aggregating 0.0019
up to ₹[●] million
Ramasubramanian Balasubramaniam Promoter Selling Shareholder Up to 1,109,411 Equity Shares aggregating 0.0019
up to ₹[●] million
Quickroutes International Private Investor Selling Shareholder Up to 5,534,341 Equity Shares aggregating 52.04
Limited up to ₹[●] million
Accel India IV (Mauritius) Limited Investor Selling Shareholder Up to 4,309,350 Equity Shares aggregating 62.71
up to ₹[●] million
International Finance Corporation Investor Selling Shareholder Up to 2,340,277 Equity Shares aggregating 195.31
up to ₹[●] million
Internet Fund III Pte Ltd Investor Selling Shareholder Up to 1,369,149 Equity Shares aggregating 69.07
up to ₹[●] million
Peak XV Partners Investments VI Investor Selling Shareholder Up to 1,126,236 Equity Shares aggregating 308.98
(formerly SCI Investments VI) up to ₹[●] million
VEF AB (publ) Investor Selling Shareholder Up to 618,373 Equity Shares aggregating up 481.84
to ₹[●] million
Sands Capital Private Growth II Investor Selling Shareholder Up to 529,783 Equity Shares aggregating up 132.09
Limited to ₹[●] million
*As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024.

For further details, see “The Offer” on page 68.

RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity
Shares is ₹1 each. The Floor Price and Cap Price, determined by our Company, in consultation with the Book Running Lead Managers, and the Offer
Price determined by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, and on the
basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” beginning
on page 132 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be
given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to
take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the Offer. For
taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The Equity
 RED HERRING PROSPECTUS
Dated: November 7, 2024
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR code to view the RHP)

Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the
accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the Bidders is invited to “Risk Factors” on page 34.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information
with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is
true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any
such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and
confirms only the statements specifically made or confirmed by such Selling Shareholder in this Red Herring Prospectus, to the extent such statements
are solely in relation to such Selling Shareholder and its respective portion of the Offered Shares, and assumes responsibility that such statements are true
and correct in all material respects and not misleading in any material respect. No Selling Shareholder, severally and jointly, assumes responsibility for
any other statements, disclosures and undertakings in this Red Herring Prospectus, including without limitation, any of the statements, disclosures or
undertakings made or confirmed by or in relation to our Company or our Company’s business, or by any other Selling Shareholder or any other
person(s).
LISTING
The Equity Shares that will be offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited
(“BSE”) and National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the
Designated Stock Exchange shall be BSE. A signed copy of this Red Herring Prospectus has been delivered and a copy of the Prospectus shall be
delivered to the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available
for inspection from the date of this Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection”
on page 443.
BOOK RUNNING LEAD MANAGERS
NAMES AND LOGOS OF THE BRLMS CONTACT PERSON EMAIL AND TELEPHONE
Axis Capital Limited Pavan Naik E-mail: [email protected]
Tel: +91 22 4325 2183

Morgan Stanley India Company Keyur Thakar E-mail: [email protected]

Private Limited Tel: +91 22 6118 1000

JM Financial Limited Prachee Dhuri E-mail: [email protected]

Tel: +91 22 6630 3030 / 3262

IIFL Capital Services Limited Prince Poddar/ Pawan Jain E-mail: [email protected]
(formerly known as IIFL Securities Tel: +91 22 4646 4728
Limited)
REGISTRAR TO THE OFFER
NAME OF THE REGISTRAR CONTACT PERSON E-MAIL AND TELEPHONE
KFin Technologies Limited M. Murali Krishna E-mail:
[email protected]
Tel: +91 40 6716 2222
BID/OFFER PERIOD
ANCHOR INVESTOR OFFER PERIOD November 12, 2024(2)
BID/OFFER OPENS ON November 13, 2024
BID/OFFER CLOSES ON November 18, 2024*
(1)
Please note that this includes the top ten Selling Shareholders by the quantum of Equity Shares offered for sale pursuant to the Offer. For details in relation to all the
Selling Shareholders, please see “Other Regulatory and Statutory Disclosures - Authorisation by the Selling Shareholders” on page 389.

(2)
Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor
Bid/ Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date.

* The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date.
 RED HERRING PROSPECTUS
Dated: November 7, 2024
Please read Section 32 of the Companies Act, 2013
(This Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer

ZINKA LOGISTICS SOLUTIONS LIMITED

Our Company was incorporated as ‘Zinka Logistics Solutions Private Limited’ at Bengaluru, Karnataka as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated April 20, 2015, issued by the Registrar of Companies,
Karnataka at Bengaluru (“RoC”). Subsequently, our Company was converted to a public limited company and the name of our Company changed from ‘Zinka Logistics Solutions Private Limited’ to ‘Zinka Logistics Solutions Limited’ pursuant to a Shareholders’ resolution
dated June 11, 2024 and a fresh certificate of incorporation dated June 19, 2024 was issued by the RoC. For further details, see “History and Certain Corporate Matters – Brief History of our Company” on page 206..
Registered and Corporate Office: Vaswani Presidio, no. 84/2, II Floor, Panathur Main Road, Kadubeesanahalli, Off Outer Ring Road, Bengaluru 560 103, Karnataka, India
Tel: +91 8046481828; Website: www.blackbuck.com; Contact person: Barun Pandey, Company Secretary and Compliance Officer; E-mail: [email protected];
Corporate Identity Number: U63030KA2015PLC079894
OUR PROMOTERS: RAJESH KUMAR NAIDU YABAJI, CHANAKYA HRIDAYA AND RAMASUBRAMANIAN BALASUBRAMANIAM
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF ZINKA LOGISTICS SOLUTIONS LIMITED ( “COMPANY”) FOR CASH AT A PRICE OF ₹[●] PER
EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE
VALUE OF ₹1 EACH AGGREGATING UP TO ₹5,500.00 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 20,685,800 EQUITY SHARES OF FACE VALUE OF ₹1 EACH
AGGREGATING UP TO ₹ [●] MILLION BY THE SELLING SHAREHOLDERS, CONSISTING OF UP TO 2,218,822 EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] MILLION BY RAJESH
KUMAR NAIDU YABAJI AND UP TO 1,109,411 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY CHANAKYA HRIDAYA AND UP TO 1,109,411 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY
RAMASUBRAMANIAN BALASUBRAMANIAM (COLLECTIVELY, THE “PROMOTER SELLING SHAREHOLDERS”) AND UP TO 5,534,341 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY QUICKROUTES
INTERNATIONAL PRIVATE LIMITED AND UP TO 4,309,350 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY ACCEL INDIA IV (MAURITIUS) LIMITED AND UP TO 2,340,277 EQUITY SHARES
AGGREGATING UP TO ₹[●] MILLION BY INTERNATIONAL FINANCE CORPORATION AND UP TO 1,369,149 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY INTERNET FUND III PTE LTD AND UP TO
1,126,236 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY PEAK XV PARTNERS INVESTMENTS VI (FORMERLY SCI INVESTMENTS VI) AND UP TO 618,373 EQUITY SHARES AGGREGATING UP TO ₹[●]
MILLION BY VEF AB (PUBL) AND UP TO 529,783 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY SANDS CAPITAL PRIVATE GROWTH II LIMITED AND UP TO 205,898 EQUITY SHARES AGGREGATING
UP TO ₹[●] MILLION BY SANDS CAPITAL PRIVATE GROWTH LIMITED PCC, CELL D AND UP TO 129,344 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY SANJIV RANGRASS (“COLLECTIVELY THE
“INVESTOR SELLING SHAREHOLDERS”) AND UP TO 85,405 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY RAJKUMARI YABAJI (THE “OTHER SELLING SHAREHOLDER”) ( THE PROMOTER
SELLING SHAREHOLDERS, THE INVESTOR SELLING SHAREHOLDERS AND THE OTHER SELLING SHAREHOLDER ARE COLLECTIVELY REFERRED TO AS THE “SELLING SHAREHOLDERS”) AND SUCH
EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS (“OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”).

THE OFFER INCLUDES A RESERVATION OF UP TO 26,000 EQUITY SHARES OF FACE VALUE OF ₹1 EACH, AGGREGATING UP TO ₹[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP
EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). OUR COMPANY, IN CONSULTATION WITH THE BRLMS MAY OFFER A DISCOUNT OF UP
TO [●]% OF THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”), SUBJECT TO NECESSARY APPROVALS AS MAY BE REQUIRED.
THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]% OF THE POST-
OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.

THE FACE VALUE OF EQUITY SHARES IS ₹1 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR
COMPANY, IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF JANSATTA, A
HINDI NATIONAL DAILY NEWSPAPER AND IN THE BENGALURU OF VISHWAVANI, A KANNADA DAILY NEWSPAPER (KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR
REGISTERED AND CORPORATE OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO
THE STOCK EXCHANGES FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force
majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period
not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the
respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Banks, as applicable.
This is an Offer in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Offer is being made through the Book Building Process in compliance with Regulation 6(2) of the SEBI ICDR Regulations wherein
not less than 75% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”) provided that our Company in consultation with the BRLMs, may allocate up
to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares
shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate
basis to all QIBs (other than Anchor Investors) including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity
Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Net Offer shall be available for allocation to NIBs of which (a) one third
portion shall be reserved for Bidders with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-thirds of the portion shall be reserved for Bidders with application size of more than ₹1.00 million, provided that the
unsubscribed portion in either of such sub-categories may be allocated to Bidders in other sub-category of the NIBs in accordance with SEBI ICDR Regulations and not more than 10% of the Net Offer shall be available for allocation to Retail
Individual Bidders (“RIB”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying
under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”)
process by providing details of their respective ASBA accounts and UPI ID (in case of UPI Bidders (defined herein) using the UPI Mechanism), in which case the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI
Mechanism, as applicable to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process. For details, see “Offer Procedure” on page 417.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹1 each. The Floor Price and Cap Price, determined by our Company, in consultation
with the BRLMs, and the Offer Price determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on
page 132, in accordance with the SEBI ICDR Regulations, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the
Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Bidders are advised to read the risk factors
carefully before taking an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been
recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the Bidders is invited to “Risk Factors” on page 34.
COMPANY AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the
information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts
responsibility for and confirms only the statements specifically made or confirmed by such Selling Shareholder in this Red Herring Prospectus, to the extent such statements are solely in relation to such Selling Shareholder and its respective portion of
the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. No Selling Shareholder, severally and jointly, assumes responsibility for any other statements,
disclosures and undertakings in this Red Herring Prospectus, including without limitation, any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or our Company’s business, or by any other Selling
Shareholder or any other person(s).
LISTING
The Equity Shares to be Allotted through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their
letters each dated September 5, 2024. For the purposes of the Offer, the Designated Stock Exchange shall be BSE. A signed copy of this Red Herring Prospectus has been delivered and a copy of the Prospectus shall be delivered to the RoC in
accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts
and Documents for Inspection” on page 443.
BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER

Axis Capital Limited Morgan Stanley India Company Private JM Financial Limited IIFL Capital Services Limited (formerly KFin Technologies Limited
1st Floor, Axis House Limited 7th Floor, Cnergy known as IIFL Securities Limited) Selenium, Tower B, Plot No. 31 and 32
Pandurang Budhkar Marg 18th Floor, Tower 2, One World Centre Appasaheb Marathe Marg 24th Floor, One Lodha Place Financial District
Worli, Mumbai 400 025 Plot 841, Jupiter Textile Mill Compound Prabhadevi Senapati Bapat Marg Nanakramguda, Serilingampally
Maharashtra, India Senapati Bapat Marg, Lower Parel Mumbai 400 025 Lower Parel (West) Hyderabad 500 032
Tel: +91 22 4325 2183 Mumbai 400013 Maharashtra, India Maharashtra, India Mumbai 400 013 Telangana, India
E-mail: [email protected] Tel: +91 22 6118 1000 Tel: +91 22 6630 3030 / 3262 Maharashtra, India Tel: +91 40 6716 2222
Website: www.axiscapital.co.in E-mail: [email protected] E-mail: [email protected] Tel: +91 22 4646 4728 E-mail: [email protected]
Investor Grievance E-mail: Website: www.morganstanley.com Website: www.jmfl.com E-mail: [email protected] Website: www.kfintech.com
[email protected] Investor Grievance E-mail: Investor Grievance E-mail: Website: www.iiflcap.com Investor Grievance E-mail:
Contact Person: Pavan Naik [email protected] [email protected] Investor Grievance E-mail: [email protected]
SEBI Registration No: INM000012029 Contact Person: Keyur Thakar Contact Person: Prachee Dhuri [email protected] Contact Person: M. Murali Krishna
SEBI Registration No.: INM000011203 SEBI Registration No.: INM000010361 Contact Person: Prince Poddar/ Pawan Jain SEBI Registration No: INR000000221
SEBI Registration No.: INM000010940
BID/ OFFER PERIOD
BID/ OFFER OPENS ON November 13, 2024(1)
BID/ OFFER CLOSES ON November 18, 2024*
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date.
* The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/Offer Closing Date.
 TABLE OF CONTENTS

SECTION I: GENERAL ........................................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1
OFFER DOCUMENT SUMMARY ...................................................................................................................................... 20
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ..................................................................................................................................... 28
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 32
SECTION II: RISK FACTORS ............................................................................................................................................. 34
SECTION III: INTRODUCTION.......................................................................................................................................... 68
THE OFFER .......................................................................................................................................................................... 68
SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION ............................................................ 70
SUMMARY OF PRO FORMA FINANCIAL INFORMATION .......................................................................................... 76
GENERAL INFORMATION ................................................................................................................................................ 80
CAPITAL STRUCTURE ...................................................................................................................................................... 88
OBJECTS OF THE OFFER ................................................................................................................................................ 120
BASIS FOR OFFER PRICE................................................................................................................................................ 132
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS .............................................................................................................................................................. 142
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 145
INDUSTRY OVERVIEW ................................................................................................................................................... 145
OUR BUSINESS ................................................................................................................................................................. 163
KEY REGULATIONS AND POLICIES ............................................................................................................................ 190
HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 206
OUR MANAGEMENT ....................................................................................................................................................... 215
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................................. 234
OUR GROUP COMPANIES .............................................................................................................................................. 237
DIVIDEND POLICY .......................................................................................................................................................... 238
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 239
RESTATED CONSOLIDATED FINANCIAL INFORMATION ...................................................................................... 239
PRO FORMA FINANCIAL INFORMATION ................................................................................................................... 330
OTHER FINANCIAL INFORMATION ............................................................................................................................. 350
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .................................................................................................................................................................... 354
CAPITALISATION STATEMENT .................................................................................................................................... 379
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 380
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 382
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ......................................................................... 382
GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 387
OTHER REGULATORY AND STATUTORY DISCLOSURES ...................................................................................... 389
SECTION VII: OFFER INFORMATION .......................................................................................................................... 407
TERMS OF THE OFFER .................................................................................................................................................... 407
OFFER STRUCTURE ......................................................................................................................................................... 413
OFFER PROCEDURE ........................................................................................................................................................ 417
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................... 436
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION ......... 438
SECTION IX: OTHER INFORMATION ........................................................................................................................... 443
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 443
DECLARATION ................................................................................................................................................................... 446
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies or unless otherwise specified, shall have the meanings as provided below. References to any legislation, act,
regulation, rules, guidelines, clarifications or policies or articles of association or memorandum of association shall be to
such legislation, act, regulation, rules, guidelines, clarifications or policies or articles of association or memorandum of
association as amended, updated, supplemented, re-enacted or modified from time to time, and any reference to a statutory
provision shall include any subordinate legislation made from time to time under that provision. In case of any inconsistency
between the definitions given below and the definitions contained in the General Information Document, the definitions given
below shall prevail.

The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the extent applicable,
the same meanings ascribed to such terms under the SEBI ICDR Regulations, the SEBI Act, the Companies Act, the SCRA,
the Depositories Act and the rules and regulations notified thereunder.

Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Possible
Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”,
“Restated Consolidated Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Material
Developments”, “Other Regulatory and Statutory Disclosures” and “Description of Equity Shares and Terms of Articles of
Association” on pages 120, 132, 142, 145, 190, 206, 239, 380, 382, 389 and 438, respectively, shall have the meanings
ascribed to them in the relevant section.

General terms

Term Description

“our Company” or “the Company” Zinka Logistics Solutions Limited, a company incorporated under the Companies Act, 2013, having its
Registered and Corporate Office at Vaswani Presidio, no. 84/2, II Floor, Panathur Main Road,
Kadubeesanahalli, Off Outer Ring Road, Bengaluru 560 103, Karnataka, India

“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company, together with our
Subsidiaries, on a consolidated basis

Company related terms

Term Description

Angel Investors ‘Angel Investors’ in terms of SHA i.e. Duba Kantha Rao, Sanjiv Rangrass, Rajkumari Yabaji, Kumar
Pushpesh, QED Innovation Labs LLP and Rajaraman Parameswaran

“Articles of Association” or Articles of association of our Company, as amended from time to time
“AoA” or “Articles”

Audit Committee The audit committee of our Board, as described in “Our Management – Committees of our Board –
Audit Committee” on page 222

“Auditors” or “Statutory Price Waterhouse Chartered Accountants LLP, current independent statutory auditors of our Company
Auditors”

BFPL Blackbuck Finserve Private Limited

“Board” or “Board of Directors” Board of directors of our Company

“Chief Financial Officer” or Chief Financial Officer of our Company, namely, Satyakam GN, as described in “Our Management” on
“CFO” page 215

Committee(s) Duly constituted committee(s) of our Board

Company Secretary and Company Secretary and Compliance Officer of our Company, being Barun Pandey
Compliance Officer

Corporate Social Responsibility The corporate social responsibility committee of our Board, as described in “Our Management –
Committee Committees of the Board – Corporate Social Responsibility Committee” on page 226

Director(s) The directors on our Board, as appointed from time to time. For details, see “Our Management” on
page 215

1
 Term Description

Equity Shares Equity shares of our Company having face value of ₹1 each

ESOP 2016 Zinka Logistics Solutions Limited Employee Stock Option Scheme 2016, as amended

ESOP 2019 Zinka Logistics Solutions Limited Employee Stock Option Plan 2019, as amended

ESOP Schemes Collectively, the ESOP 2016 and ESOP 2019

Executive Director(s) Executive Directors on our Board, as disclosed in “Our Management” on page 215

Group Company Group companies of our Company in accordance with Regulation 2(1)(t) of the SEBI ICDR
Regulations

Independent Chartered Manian & Rao, Chartered Accountants

Accountant

“Independent Director(s)” or Independent Directors on our Board, as disclosed in “Our Management” on page 215
“Non-Executive Independent
Director(s)”

Investors “Investors” in terms of the SHA i.e. Accel India IV (Mauritius) Limited, Quickroutes International
Private Limited, Internet Fund III Pte Ltd, Sands Capital Private Growth II Limited, Sands Capital
Private Growth III Limited, Sands Capital Private Growth Limited PCC, Cell D, International Finance
Corporation, Apoletto Asia Limited, Rahul Mehta, Peak XV Partners Investments VI (formerly SCI
Investments VI), Redwood Trust, GSAM Holdings LLC, Accel Growth Fund V L.P., B Capital – Asia
I, LP, B Capital Global – BB SPV I, LLC, Ithan Creek Master Investors (Cayman) LP, Light Street
India 1, LLC, Tribe Capital V, LLC – Series 27, IFC Emerging Asia Fund, LP and VEF AB (publ)

IPO Committee The IPO committee of our Board

“Key Managerial Personnel” or Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of the SEBI ICDR
“KMP” Regulations and Section 2(51) of the Companies Act and as disclosed in “Our Management – Key
Managerial Personnel” on page 231

Chairman, Managing Director and The managing director and chief executive director of our Company, namely Rajesh Kumar Naidu
Chief Executive Officer Yabaji

“Memorandum of Association” or Memorandum of association of our Company, as amended

“MoA”

Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our Management –
Committee Committees of our Board – Nomination and Remuneration Committee” on page 223

Non-executive Director(s) Non-executive directors (other than the Independent Directors) on our Board, as disclosed in “Our
Management” on page 215

Non-Executive Nominee Director Anand Daniel, the non-executive nominee Director of the Company. For details, see “Our
Management” on page 215

“Preference Shares” or “CCPS” Collectively, Series A CCPS, Series B CCPS, Series B1 CCPS, Series C CCPS, Series C1 CCPS,
Series C2 CCPS, Series D CCPS, Tranche B CCPS and Series E CCPS

Pro Forma Financial Information The pro forma financial information of our Company comprising of pro forma consolidated balance
sheet as at March 31, 2024 and June 30, 2024 and pro forma consolidated statement of profit and loss
for the year ended March 31, 2024 and the three months period ended June 30, 2024 read with selected
explanatory notes thereon. The pro forma financial information has been prepared by the Company’s
Management to illustrate the impact of disposal of its corporate freight business, pursuant to a business
transfer agreement dated August 5, 2024 and its impact on the Company’s financial position as at June
30, 2024 and March 31, 2024 as if the slump sale had taken place on June 30, 2024 and March 31, 2024
respectively and its financial performance for the three months period ended June 30, 2024 and for the
year ended March 31, 2024 as if the slump sale had taken place on April 1, 2024 and April 1, 2023,
respectively

Promoters Collectively, Rajesh Kumar Naidu Yabaji, Chanakya Hridaya and Ramasubramanian Balasubramaniam

Promoter Group The individuals and the entities constituting the promoter group of our Company in terms of Regulation
2(1)(pp) of the SEBI ICDR Regulations, as described in “Our Promoters and Promoter Group –
Promoter Group” on page 234

Registered and Corporate Office Registered and corporate office of our Company located at Vaswani Presidio, no. 84/2, II Floor,
Panathur Main Road, Kadubeesanahalli, Off Outer Ring Road, Bengaluru 560 103, Karnataka, India

2
 Term Description

“Registrar of Companies” or Registrar of Companies, Karnataka at Bengaluru

“RoC”

“Restated Consolidated Financial Restated consolidated financial information of our Company and our Subsidiaries as at and for the
Information” years ended March 31, 2024, March 31, 2023, March 31, 2022 and for the three months period ended
June 30, 2024 and June 30, 2023, comprising the restated consolidated statement of assets and
liabilities as at March 31, 2024, March 31, 2023, March 31, 2022, and for the three months period
ended June 30, 2024 and June 30, 2023, the restated consolidated statement of profit and loss (including
other comprehensive income), the restated consolidated statement of changes in equity, the restated
consolidated statement of cash flow, for the years ended March 31, 2024, March 31, 2023 and March
31, 2022, and for the three months period ended June 30, 2024 and June 30, 2023, the summary
statement of material accounting policies and other explanatory notes, prepared in accordance with Ind
AS and as per requirement of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI
ICDR Regulations, as amended and the Guidance Note on ‘Reports in Company Prospectuses (Revised
2019)’ issued by the Institute of Chartered Accountants of India, as amended from time to time

Risk Management Committee The risk management committee of our Board, as described in “Our Management – Committees of our
Board – Risk Management Committee” on page 225

Selling Shareholders Collectively, the Investor Selling Shareholders, Promoter Selling Shareholders and Other Selling
Shareholder

“Senior Management Personnel” Senior management personnel of our Company in accordance with Regulation 2(1)(bbbb) of the SEBI
or “SMP” ICDR Regulations and as disclosed in “Our Management – Senior Management Personnel” on page
231

Series A CCPS Compulsorily convertible series A preference shares having face value ₹10 each

Series B CCPS Compulsorily convertible series B preference shares having face value ₹10 each

Series B1 CCPS Compulsorily convertible series B1 preference shares having face value ₹10 each

Series C CCPS Compulsorily convertible series C preference shares having face value ₹10 each

Series C1 CCPS Compulsorily convertible series C1 preference shares having face value ₹10 each

Series C2 CCPS Compulsorily convertible series C2 preference shares having face value ₹10 each

Series D CCPS Compulsorily convertible series D preference shares having face value ₹10 each

Series E CCPS Compulsorily convertible series E preference shares having face value ₹10 each

“SHA” or “Shareholders’ Amended and restated shareholders’ agreement dated July 12, 2021 (including the deeds of accession
Agreement” and deeds of adherence executed in its terms thereof) entered into by and among our Company, the
Promoters, the Investors, the Angel Investors, Miebach Consulting India Private Limited, and Mieone
Holdings Private Limited as amended pursuant to the Waiver cum Amendment Agreement dated July
5, 2024

Shareholder(s) Shareholder(s) of our Company from time to time

Stakeholders Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management –
Committee Committees of our Board – Stakeholders Relationship Committee” on page 224

“Subsidiary” or “our Subsidiary” The subsidiaries of our Company namely, BFPL, TZF and ZZ Logistics as disclosed in “History and
or “Subsidiaries” Certain Corporate Matters – Our Subsidiaries” on page 209

Tranche B CCPS Compulsorily convertible tranche B preference shares having face value ₹10 each which were forfeited
by way of a resolution dated June 1, 2024

TZF TZF Logistics Solutions Private Limited

Waiver cum Amendment Waiver cum Amendment Agreement dated July 5, 2024 to the SHA
Agreement

ZZ Logistics ZZ Logistics Solutions Private Limited

Offer Related Terms

Term Description

3
 Term Description

Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by SEBI in this
regard

Acknowledgement Slip The slip or document to be issued by a Designated Intermediary(ies) to a Bidder as proof of registration
of the Bid cum Application Form

“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and
“Allotted” transfer of Offered Shares pursuant to the Offer for Sale, in each case to successful Bidders

Allotment Advice The note or advice or intimation of Allotment sent to each of the successful Bidders who have been or
are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated
Stock Exchange

Allottee A successful Bidder to whom the Equity Shares are Allotted

Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and this Red Herring Prospectus and who has Bid
for an amount of at least ₹100 million

Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors during the Anchor Investor
Bid Period in terms of this Red Herring Prospectus and the Prospectus, which will be determined by our
Company, in consultation with the BRLMs

Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in
Form accordance with the requirements specified under the SEBI ICDR Regulations and which will be
considered as an application for Allotment in terms of this Red Herring Prospectus

“Anchor Investor Bidding Date” The day, being one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor
or “Anchor Investor Bid/ Offer Investors shall be submitted, prior to and after which the Book Running Lead Managers will not accept
Period” any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed

Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of this Red
Herring Prospectus and the Prospectus, which will be equal to or higher than the Offer Price but not
higher than the Cap Price.

The Anchor Investor Offer Price will be determined by our Company, in consultation with the BRLMs

Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bid/ Offer Period, and in the event the Anchor
Investor Allocation Price is lower than the Anchor Investor Offer Price, not later than two Working
Days after the Bid/ Offer Closing Date

Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company in consultation with the
BRLMs, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations.

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations

“Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorising
Blocked Amount” or “ASBA” an SCSB to block the Bid Amount in the ASBA Account and will include applications made by UPI
Bidders using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by the UPI Bidders using the UPI Mechanism

ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and
includes the account of a UPI Bidder in which the Bid Amount is blocked upon acceptance of a UPI
Mandate Request made by the UPI Bidders using the UPI Mechanism

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidders All Bidders except Anchor Investors

ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which will
be considered as the application for Allotment in terms of this Red Herring Prospectus and the
Prospectus

Axis Axis Capital Limited

Banker(s) to the Offer Collectively, the Escrow Collection Bank, the Public Offer Account Bank, the Sponsor Banks and the
Refund Bank, as the case may be

4
 Term Description

Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described in
“Offer Procedure” on page 417

Bid(s) An indication to make an offer during the Bid/ Offer Period by an ASBA Bidder pursuant to submission
of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by an Anchor Investor, pursuant to
submission of the Anchor Investor Application Form, to subscribe to the Equity Shares at a price within
the Price Band, including all revisions and modifications thereto, as permitted under the SEBI ICDR
Regulations and in terms of this Red Herring Prospectus and the Bid cum Application Form. The term
“Bidding” shall be construed accordingly

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the case of RIBs
Bidding at the Cut-off Price, the Cap Price (net of the Employee Discount) multiplied by the number of
Equity Shares Bid for by such RIBs and mentioned in the Bid cum Application Form and payable by
the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be, upon submission
of the Bid.

Eligible Employees applying in the Employee Reservation Portion can apply at the Cut Off Price and
the Bid amount shall be Cap Price, multiplied by the number of Equity Shares Bid for such Eligible
Employee and mentioned in the Bid cum Application Form.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not
exceed ₹0.50 million (net of the Employee Discount). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹0.20 million. Only in the event of
under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for
allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20
million, subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹0.50 million (net of the Employee Discount)

Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires

Bid Lot [●] Equity Shares of face value of ₹1 each and in multiples of [●] Equity Shares thereafter

Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Intermediaries will not accept any Bids, which shall be published in all editions of Financial Express, an
English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and the
Bengaluru edition of Vishwavani, a Kannada daily newspaper (Kannada being the regional language of
Karnataka, where our Registered and Corporate Office is located), each with wide circulation.

Our Company, may, in consultation with the BRLMs consider closing the Bid/ Offer Period for QIBs
one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
In case of any revision, the revised Bid/ Offer Closing Date will be widely disseminated by notification
to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the websites of
the BRLMs and at the terminals of the Syndicate Members and communicated to the Designated
Intermediaries and the Sponsor Banks, and shall also be notified in an advertisement in the same
newspapers in which the Bid/ Offer Opening Date was published, as required under the SEBI ICDR
Regulations

Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids, which shall be published in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and the
Bengaluru edition of Vishwavani, a Kannada daily newspaper (Kannada being the regional language of
Karnataka, where our Registered and Corporate Office is located), each with wide circulation

Bid/ Offer Period Except in relation to Bids received from the Anchor Investors, the period between the Bid/ Offer
Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during which Bidders can submit
their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and the
terms of this Red Herring Prospectus. Provided however, that the Bidding shall be kept open for a
minimum of three Working Days for all categories of Bidders, other than Anchor Investors.

Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/
Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the
SEBI ICDR Regulations

“Bidder” or “Applicant” Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and the
Bid cum Application Form and unless otherwise stated or implied, includes an ASBA Bidder and an
Anchor Investor

Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated Branches
for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers, Designated
RTA Locations for RTAs and Designated CDP Locations for CDPs

5
 Term Description

Book Building Process The book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made

“Book Running Lead Managers” The book running lead managers to the Offer, namely, Axis Capital Limited, Morgan Stanley India
or “BRLMs” Company Private Limited, JM Financial Limited and IIFL Capital Services Limited (formerly known as
IIFL Securities Limited)

Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a
Registered Broker.

The details of such broker centres, along with the names and contact details of the Registered Brokers
are available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)

Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer Price and the
Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. The Cap
Price shall be at least 105% of the Floor Price

Cash Escrow and Sponsor Bank The cash escrow and sponsor bank agreement dated November 7, 2024 entered amongst our Company,
Agreement the Selling Shareholders, the BRLMs, Syndicate Members, the Banker(s) to the Offer and Registrar to
the Offer for, inter alia, collection of the Bid Amounts from Anchor Investors, transfer of funds to the
Public Offer Account and where applicable, remitting refunds of the amounts collected from Anchor
Investors, on the terms and conditions thereof in accordance with the UPI circulars

Client ID Client identification number maintained with one of the Depositories in relation to dematerialised
account

“Collecting Depository A depository participant as defined under the Depositories Act and registered with SEBI and who is
Participant” or “CDP” eligible to procure Bids at the Designated CDP Locations in terms of the circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the list available on
the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as
updated from time to time and the UPI Circulars

“Confirmation of Allocation The notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
Note” or “CAN’ allocated the Equity Shares, on or after the Anchor Investor Bid/ Offer Period

Cut-off Price The Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price
within the Price Band.

Only RIBs Bidding in the Retail Portion and Eligible Employees Bidding in the Employee Reservation
Portion are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and NIBs are not
entitled to Bid at the Cut-off Price

Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor
status, occupation, bank account details, PAN and UPI ID, wherever applicable

Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the
website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
or at such other website as may be prescribed by SEBI from time to time

Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms.

The details of such Designated CDP Locations, along with the names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to
time

Designated Date The date on which the Escrow Collection Bank transfer funds from the Escrow Account to the Public
Offer Account or the Refund Account, as the case may be, and/or the instructions are issued to the
SCSBs (in case of UPI Bidders using the UPI Mechanism, instruction issued through the Sponsor
Banks) for the transfer of the relevant amounts blocked by the SCSBs in the ASBA Accounts to the
Public Offer Account and/ or are unblocked, as the case may be, in terms of this Red Herring
Prospectus and the Prospectus, after finalization of the Basis of Allotment in consultation with the
Designated Stock Exchange, following which Equity Shares will be Allotted to successful Bidders in
the Offer

Designated Intermediary(ies) Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in relation to
RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect
Bid cum Application Forms from the relevant Bidders, in relation to the Offer.

In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion, Eligible Employees
Bidding in the Employee Reservation Portion by authorising an SCSB to block the Bid Amount in the
6
 Term Description

ASBA Account and HNIs bidding with an application size of up to ₹0.50 million (not using the UPI
Mechanism) by authorising an SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated
Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and
RTAs.

In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIBs (not using UPI
Mechanism), Designated Intermediaries shall mean Syndicate, sub-syndicate/ agents, SCSBs,
Registered Brokers, the CDPs and RTAs

Designated RTA Locations Such locations of the RTAs where Bidders (except Anchor Investors) can submit the ASBA Forms to
RTAs. The details of such Designated RTA Locations, along with the names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), as updated from time to time

Designated Stock Exchange BSE

“Draft Red Herring Prospectus” The draft red herring prospectus dated July 5, 2024 filed with SEBI and issued in accordance with the
or “DRHP” SEBI ICDR Regulations, which did not contain complete particulars of the price at which the Equity
Shares will be Allotted and the size of the Offer

Eligible Employees Permanent employees, working in India or outside India (excluding such employees who are not
eligible to invest in the Offer under applicable laws), of our Company; or a Director of our Company,
whether whole-time or not, as on the date of the filing of this Red Herring Prospectus with the RoC and
on date of submission of the Bid cum Application Form, but not including (i) Promoters; (ii) persons
belonging to the Promoter Group; (iii) Directors who either themselves or through their relatives or
through any body corporate, directly or indirectly, hold more than 10% of the outstanding Equity Shares
of our Company; and (iv) Independent Directors.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not
exceed ₹0.50 million (net of the Employee Discount). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹0.20 million. Only in the event of
under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for
allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20
million, subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹0.50 million (net of the Employee Discount)

Eligible FPI(s) FPI(s) that are eligible to participate in the Offer in terms of applicable law and from such jurisdictions
outside India where it is not unlawful to make an offer / invitation under the Offer and in relation to
whom the Bid cum Application Form and this Red Herring Prospectus constitutes an invitation to
purchase the Equity Shares

Eligible NRI(s) NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from jurisdictions
outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to
whom the Bid cum Application Form and this Red Herring Prospectus will constitute an invitation to
purchase the Equity Shares

Employee Discount Our Company in consultation with the BRLMs, may offer a discount of up to [●]% to the Offer Price
(equivalent of ₹[●] per Equity Share) to Eligible Employee(s) Bidding in the Employee Reservation
Portion, subject to necessary approvals as may be required, and which shall be announced at least two
Working Days prior to the Bid / Offer Opening Date

Employee Reservation Portion The portion of the Offer being up to 26,000 Equity Shares of face value of ₹1 each aggregating up to
₹[●] million available for allocation to Eligible Employees, on a proportionate basis

Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection Bank and
in whose favour the Bidders (excluding ASBA Bidders) will transfer money through NACH/direct
credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid

Escrow Collection Bank The bank(s) which are clearing members and registered with SEBI as banker to an issue under the SEBI
BTI Regulations, as amended and with whom the Escrow Account(s) will be opened, in this case being
Kotak Mahindra Bank Limited

“First Bidder” or “Sole Bidder” The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and
in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in
joint names

Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face value of
Equity Shares, at or above which the Offer Price and the Anchor Investor Offer Price will be finalised
7
 Term Description

and below which no Bids will be accepted

Fresh Issue Fresh issue of up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹5,500.00 million by
our Company

Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic
Offenders Act, 2018

“General Information Document” The General Information Document for investing in public issues prepared and issued in accordance
or “GID” with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 suitably
modified and updated pursuant to, among others, the SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 and the UPI Circulars, as amended from
time to time. The General Information Document shall be available on the websites of the Stock
Exchanges and the BRLMs

Gross Proceeds Gross proceeds of the Fresh Issue that will be available to our Company

IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited)

Investor Selling Shareholders Accel India IV (Mauritius) Limited; Quickroutes International Private Limited; International Finance
Corporation; Sands Capital Private Growth II Limited; Internet Fund III Pte Ltd; Peak XV Partners
Investments VI (formerly SCI Investments VI); Sands Capital Private Growth Limited PCC, Cell D;
VEF AB (publ); and Sanjiv Rangrass

JM JM Financial Limited

Materiality Policy The policy adopted by our Board in its meetings dated July 4, 2024 for determining identification of
Group Companies, material outstanding litigation and outstanding dues to material creditors, in
accordance with the disclosure requirements under the SEBI ICDR Regulations

Monitoring Agency ICRA Limited, being a credit rating agency registered with SEBI

Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency

Morgan Stanley Morgan Stanley India Company Private Limited

Mutual Fund Portion Up to 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹1 each which shall be available
for allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being received at or
above the Offer Price

Net Offer The Offer, less the Employee Reservation Portion

Net Proceeds Proceeds of the Offer, i.e., gross proceeds of the Fresh Issue less the Offer Expenses. For further details
regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” on page 120

Net QIB Portion The QIB Portion less the number of Equity Shares of face value of ₹1 each allocated to the Anchor
Investors

“Non-Institutional Bidders” or All Bidders that are not QIBs, RIBs or Eligible Employees Bidding in the Employee Reservation
“NIBs” Portion and who have Bid for Equity Shares of face value of ₹1 each for an amount of more than ₹0.20
million (but not including NRIs other than Eligible NRIs)

Non-Institutional Portion The portion of the Offer being not more than 15% of the Net Offer comprising [●] Equity Shares of face
value of ₹1 each which shall be available for allocation to NIBs, subject to valid Bids being received at
or above the Offer Price, in the following manner:

(a) one-third of the portion available to NIBs shall be reserved for Bidders with application size
of more than ₹0.20 million and up to ₹1.00 million; and

(b) two third of the portion available to NIBs shall be reserved for Bidders with application size
of more than ₹1.00 million.

Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may
be allocated to Bidders in the other sub-category of NIBs, in accordance with the SEBI ICDR
Regulations

“Non-Resident Indians” or Person resident outside India, as defined under FEMA, and includes a non-resident Indian, FVCIs and
“NRI(s)” FPIs

Offer The initial public offer of up to [●] Equity Shares of face value of ₹1 each for cash consideration at a
price of ₹[●] each, aggregating up to ₹[●] million, comprising of a Fresh Issue and an Offer for Sale,

8
 Term Description

comprising Net Offer and Employee Reservation Portion

Offer Agreement The offer agreement dated July 5, 2024 entered into amongst our Company, the Selling Shareholders
and the BRLMs, pursuant to which certain arrangements have been agreed to in relation to the Offer, as
amended pursuant to the amendment agreement dated October 14, 2024 and second amendment
agreement dated November 7, 2024

Offer for Sale The offer for sale of up to 20,685,800 Equity Shares of face value of ₹1 each aggregating up to ₹[●]
million being offered for sale by the Selling Shareholders consisting up to 5,534,341 Equity Shares
aggregating up to ₹[●] million by Quickroutes International Private Limited and up to 4,309,350 Equity
Shares aggregating up to ₹[●] million by Accel India IV (Mauritius) Limited and up to 2,340,277
Equity Shares aggregating up to ₹[●] million by International Finance Corporation and up to 2,218,822
Equity Shares of face value of ₹1 each aggregating up to ₹[●] million by Rajesh Kumar Naidu Yabaji
and up to 1,369,149 Equity Shares aggregating up to ₹[●] million by Internet Fund III Pte Ltd and up to
1,126,236 Equity Shares aggregating up to ₹[●] million by Peak XV Partners Investments VI (formerly
SCI Investments VI) and up to 1,109,411 Equity Shares aggregating up to ₹[●] million by Chanakya
Hridaya and up to 1,109,411 Equity Shares aggregating up to ₹[●] million to Ramasubramanian
Balasubramaniam and up to 618,373 Equity Shares aggregating up to ₹[●] million by VEF AB (publ)
and up to 529,783 Equity Shares aggregating up to ₹[●] million by Sands Capital Private Growth II
Limited, and up to 205,898 Equity Shares aggregating up to ₹[●] million by Sands Capital Private
Growth Limited PCC, Cell D and up to 129,344 Equity Shares aggregating up to ₹[●] million by Sanjiv
Rangrass and up to 85,405 Equity Shares aggregating up to ₹[●] million by Rajkumari Yabaji

Offer Price The final price at which Equity Shares will be Allotted to successful ASBA Bidders in terms of this Red
Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the
Anchor Investor Offer Price which will be decided by our Company, in consultation with the BRLMs in
terms of this Red Herring Prospectus and the Prospectus.

The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing Date
in accordance with the Book Building Process and this Red Herring Prospectus.

A discount of (a) up to [●]% on the Offer Price (equivalent of ₹ [●] per Equity Share) may be offered to
Eligible Employees Bidding in the Employee Reservation Portion, subject to necessary approvals as
may be required. The Employee Discount, if any, will be decided by our Company, in consultation with
the BRLMs

Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the Offer
for Sale (net of their respective portion of Offer-related expenses and relevant taxes thereon) which
shall be available to each of the Selling Shareholders in proportion to the respective portion of Offered
Shares of each such Selling Shareholder. For further information about use of the Offer Proceeds, see
“Objects of the Offer” on page 120

Offered Shares An aggregate of up to 20,685,800 Equity Shares of face value of ₹1 each aggregating up to ₹[●] million
being offered for sale by the Selling Shareholders in the Offer for Sale

Price Band Price band ranging from a minimum price of ₹[●] per Equity Share (i.e., the Floor Price) and the
maximum price of ₹[●] per Equity Share (i.e., the Cap Price) including any revisions thereof.

The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the
BRLMs, and will be advertised, at least two Working Days prior to the Bid/ Offer Opening Date, in all
editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper and the Bengaluru edition of Vishwavani, a Kannada daily newspaper
(Kannada being the regional language of Karnataka, where our Registered and Corporate Office is
located), each with wide circulation, with the relevant financial ratios calculated at the Floor Price and
at the Cap Price and shall be made available to the Stock Exchanges for the purpose of uploading on
their respective websites

Pricing Date The date on which our Company, in consultation with the BRLMs will finalise the Offer Price

Promoter Selling Shareholders Rajesh Kumar Naidu Yabaji, Chanakya Hridaya and Ramasubramanian Balasubramaniam

Other Selling Shareholder Rajkumari Yabaji

Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of
the Companies Act, and the SEBI ICDR Regulations containing, inter alia, the Offer Price, the size of
the Offer and certain other information, including any addenda or corrigenda thereto

Public Offer Account The ‘no-lien’ and ‘non-interest bearing’ account to be opened with the Public Offer Account Bank,
under Section 40(3) of the Companies Act to receive monies from the Escrow Account and ASBA
Accounts on the Designated Date

9
 Term Description

Public Offer Account Bank The bank(s) which are a clearing member and registered with SEBI under the SEBI BTI Regulations, as
a banker to an issue and with which the Public Offer Account will be opened for collection of Bid
Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in this case being
Axis Bank Limited

QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not less than 75% of the Net
Offer consisting of [●] Equity Shares of face value of ₹1 each which shall be available for allocation on
a proportionate basis to QIBs (including Anchor Investors in which allocation shall be on a
discretionary basis, as determined by our Company in consultation with the BRLMs), subject to valid
Bids being received at or above the Offer Price or Anchor Investor Offer Price (for Anchor Investors)

“Qualified Institutional Buyers” Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations
or “QIB(s)” or “QIB Bidders”

“Red Herring Prospectus” or This red herring prospectus dated November 7, 2024 issued by our Company in accordance with
“RHP” Section 32 of the Companies Act and the provisions of the SEBI ICDR Regulations, which does not
have complete particulars of the Offer Price and the size of the Offer, including any addenda or
corrigenda thereto. This Red Herring Prospectus has been filed with the RoC at least three Working
Days before the Bid/ Offer Opening Date and will become the Prospectus upon filing with the RoC on
or after the Pricing Date

RedSeer Redseer Strategy Consultants Private Limited

“RedSeer Report” or “Industry Industry report titled ‘Indian Trucking Market Opportunity Report’ dated October 12, 2024 prepared
Report” and issued by Redseer Strategy Consultants Private Limited. The RedSeer Report has been exclusively
commissioned and paid for by our Company in connection with the Offer

Refund Account(s) Account to be opened with the Refund Bank, from which refunds, if any, of the whole or part of the Bid
Amount shall be made to Anchor Investors

Refund Bank The bank(s) which are clearing members registered with SEBI under the SEBI BTI Regulations, with
whom the Refund Account(s) will be opened, in this case being Kotak Mahindra Bank Limited

Registered Brokers The stock brokers registered under the Securities and Exchange Board of India (Stock Brokers and Sub-
Brokers) Regulations, 1992, as amended with SEBI and the Stock Exchanges having nationwide
terminals, other than the BRLMs and the Syndicate Members and eligible to procure Bids in terms of
circular no. CIR/ CFD/ 14/ 2012 dated October 4, 2012 issued by SEBI and the UPI Circulars

Registrar Agreement The registrar agreement dated July 5, 2024 entered into, amongst our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer, as amended pursuant to the amendment agreement dated
October 14, 2024 and the second amendment agreement dated November 7, 2024.

“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
Agents” or “RTAs” RTA Locations in terms of the SEBI RTA Master Circular, as per the list available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), and the UPI Circulars

“Registrar to the Offer” or KFin Technologies Limited

“Registrar”

Resident Indian A person resident in India, as defined under FEMA

“Retail Individual Bidder(s)” or Individual Bidders, whose Bid Amount for the Equity Shares is not more than ₹0.20 million in any of
“RIB(s)” the bidding options in the Offer (including HUFs applying through their karta and Eligible NRIs), and
does not include NRIs other than Eligible NRIs

Retail Portion The portion of the Offer being not more than 10% of the Net Offer consisting of up to [●] Equity Shares
of face value of ₹1 each aggregating up to ₹[●] million, which shall be available for allocation to RIBs
in accordance with the SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot
(subject to availability in the Retail Portion), subject to valid Bids being received at or above the Offer
Price

Revision Form The forms used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their ASBA Form(s) or any previous Revision Form(s), as applicable.

QIB Bidders and NIBs are not allowed to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. Anchor Investors are not allowed to withdraw their Bids after
the Anchor Investor Bidding Date. RIBs and Eligible Employees Bidding in the Employee Reservation
Portion can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer
Closing Date

10
 Term Description

SCORES SEBI complaints redress system, a centralized web-based complaints redressal system launched by
SEBI

“Self-Certified Syndicate The banks registered with SEBI, which offer the facility of ASBA services:
Bank(s)” or “SCSB(s)”
(i) in relation to ASBA (other than through UPI Mechanism), where the Bid Amount will be
blocked by authorising an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable and updated from time to time and at such other websites as may be prescribed by
SEBI from time to time; and

(ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the
website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such
other website as may be prescribed by SEBI and updated from time to time.

In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the list
of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits
of Bid cum Application Forms from the members of the Syndicate is available on the website of the
SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time. For more information on such branches collecting Bid cum Application
Forms from the Syndicate at Specified Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated
from time to time.

Applications through UPI in the Offer can be made only through the SCSBs mobile applications (apps)
whose name appears on the SEBI website. A list of SCSBs and mobile applications, which, are live for
applying in public issues using UPI Mechanism as provided as ‘Annexure A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from
time to time and at such other websites as may be prescribed by SEBI from time to time

Share Escrow Agent Share escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, KFin
Technologies Limited

Share Escrow Agreement The share escrow agreement dated October 24, 2024 as amended by the first amendment agreement
dated November 7, 2024 entered into amongst our Company, the Selling Shareholders, and the Share
Escrow Agent in connection with the transfer of the respective portion of the Offered Shares by each
Selling Shareholder and credit of such Equity Shares to the demat account of the Allottees in
accordance with the Basis of Allotment

Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which is available
on the website of SEBI (www.sebi.gov.in) and updated from time to time

Sponsor Banks Kotak Mahindra Bank Limited and Axis Bank Limited being the Bankers to the Offer, appointed by our
Company to act as conduits between the Stock Exchanges and NPCI in order to push the mandate
collect requests and/ or payment instructions of the UPI Bidders using the UPI Mechanism and carry
out other responsibilities, in terms of the UPI Circulars

Stock Exchanges Together, BSE and NSE

Sub-Syndicate Members The sub-syndicate members, if any, appointed by the Book Running Lead Managers and the Syndicate
Members, to collect ASBA Forms and Revision Forms.

“Syndicate” or “Members of the Together, the BRLMs and the Syndicate Member
Syndicate”

Syndicate Agreement The syndicate agreement dated November 7, 2024 entered into amongst our Company, the Selling
Shareholders, the BRLMs, the Registrar to the Offer and the Syndicate Members, in relation to
collection of Bid cum Application Forms by the Syndicate

Syndicate Member Merchant bankers or stockbrokers (other than the BRLMs) registered with SEBI who are permitted to
carry out activities as an underwriter, namely, JM Financial Services Limited

Underwriters [●]

Underwriting Agreement The underwriting agreement to be entered into amongst our Company, the Selling Shareholders and the
Underwriters on or after the Pricing Date but prior to filing of the Prospectus with the RoC, as
applicable

11
 Term Description

UPI Unified payments interface, which is an instant payment mechanism, developed by NPCI

UPI Bidder(s) Collectively, individual Bidders applying as (i) RIBs in the Retail Portion; (ii) Eligible Employees
Bidding in Employee Reservation Portion; and (iii) NIBs with an application size of up to ₹0.50 million
in the Non-Institutional Portion, and Bidding under the UPI Mechanism through ASBA Form(s)
submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and RTAs

Pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all
individual Bidders applying in public issues where the application amount is up to ₹0.50 million shall
use the UPI Mechanism and shall provide their UPI ID in the Bid cum Application Form submitted
with: (i) a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose
name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as eligible for such
activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the
website of the stock exchange as eligible for such activity)

UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these circulars are not
rescinded by the SEBI RTA Master Circular), SEBI RTA Master Circular (to the extent it pertains to
UPI), SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI master circular with circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent that such circulars pertain
to the UPI Mechanism), SEBI master circular with circular no. SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023, SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140
dated August 9, 2023, along with the circular issued by the National Stock Exchange of India Limited
having reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE Limited having
reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued by
SEBI and Stock Exchanges in this regard

UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI

UPI Mandate Request A request (intimating the UPI Bidders by way of a notification on the UPI linked mobile application as
disclosed by SCSBs on the website of SEBI and by way of an SMS on directing the UPI Bidders to
such UPI linked mobile application) to the UPI Bidders initiated by the Sponsor Banks to authorise
blocking of funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in
case of Allotment

UPI Mechanism The bidding mechanism that may be used by an UPI Bidders in accordance with the UPI Circulars to
make an ASBA Bid in the Offer

UPI PIN Password to authenticate UPI transaction

“Wilful Defaulter” or “Fraudulent Wilful defaulter or fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Borrower” Regulations

Working Day All days on which commercial banks in Mumbai are open for business. In respect of announcement of
Price Band and Bid/ Offer Period, Working Day shall mean all days, excluding Saturdays, Sundays and
public holidays, on which commercial banks in Mumbai are open for business. In respect of the time
period between the Bid/ Offer Closing Date and the listing of the Equity Shares on the Stock
Exchanges, Working Day shall mean all trading days of the Stock Exchanges, excluding Sundays and
bank holidays in India, as per circulars issued by SEBI, including the UPI Circulars

Technical, industry and business-related terms or abbreviations

Term Definition

2FA Two-factor authentication

AIS-140 Automotive Industry Standard 140

12
 Term Definition

Annual transacting truck operator Annual transacting truck operator is defined as unique truck operators that made at least one
transactional activity on our platform during the preceding financial year. Each truck operator is
uniquely identified by mobile number to ensure accurate counting and prevent double-counting of
operators. Successful utilization of a service or product is defined based on the Transaction Criteria

Annual transacting truck Annual transacting truck operator is defined as unique truck operators that made at least one
operators - Retention rate cohort transactional activity on our platform during the fiscal. Each truck operator is uniquely identified by
mobile number to ensure accurate counting and prevent double-counting of operators. Successful
utilization of a service or product is defined based on the Transaction Criteria. Retention rates have
been derived by multiplying the transacting truck operators in the relevant fiscal by 100 and divided by
transacting truck operators in the first year of transacting with our Company

Annual transacting truck Annual transacting truck operator is defined as unique truck operators that made at least one
operators – Revenue retention transactional activity on our platform during the fiscal. Successful utilization of a service or product is
cohort defined based on the Transaction Criteria. Revenue retention rates have been derived by dividing the
revenue from a cohort of annual transacting truck operators onboarded in a fiscal divided by the revenue
generated by the same transacting truck operators in the first year of them transacting with our
Company

Average monthly transacting Monthly transacting truck operator is defined as unique truck operators that have transacted at least
truck operator once in a month, and such monthly transacting truck operators average has been considered for the
fiscal. Each unique truck operator is identified by the mobile number which the BlackBuck App is
linked to, to ensure accurate counting and prevent double-counting of operators. Successful utilization
of a service or product is defined based on the Transaction Criteria

API Application programming interface

AUM Assets under management. It includes assets under management under our own book model and
partnership model

Average monthly active The average number of telematics devices with an active subscription on BlackBuck’s platform on a
telematics monthly basis during a given period

BB Pro App Our in-house mobile application used by our technicians to help them receive and fulfill repair or
installation jobs for tracking devices from truck operators

BB Transporter App BlackBuck Transporter mobile application that allows shippers to post available loads, shipments, or
transportation jobs for other users (such as truck operators) to view and accept

BlackBuck App BlackBuck mobile application

CAGR Compound Annual Growth Rate

Channel partners Channel partners are third-party entities such as agents, resellers, or distributors, engaged by us to
market, sell or promote our products or services

Chargeback A chargeback is a process where a customer disputes a transaction made using their FASTag account.
This can happen for various reasons, such as incorrect billing, unauthorized usage or technical issues. If
a chargeback is initiated, the customer can request a refund of the amount charged

FASTag Partner Banks Issuer bank partners through whom we provide FASTags

FASTag uptime The ratio of successful FASTag recharge transactions to the total number of FASTag recharge attempts
made during a given period

Financial Partners Vehicle financing partners through whom we provide vehicle financing to our customers

GTV Gross transaction value

GTV payments GTV payments is defined as the rupee value of total transactions made in our payments business. A
transaction comprises all successful swipes by our customers in our tolling business (FASTags) in
partnership with FASTag Partner Banks and all recharges by our customers in the fueling business.
GTV payments do not represent the revenue of our Company. Our commission income in any fiscal
period is only an agreed percentage of the total GTV payments in that period. For further details on our
commission income, see “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Results of Operations” on page 359

GTV payments (fueling) GTV payments (fueling) is defined as the rupee value of total successful transactions made in relation to
our fueling business. A transaction comprises all recharges by our customers in the fueling business.
Our commission income in any fiscal period is only an agreed percentage of the total GTV payments in
that period. For further details on our commission income, see “Management’s Discussion and Analysis

13
 Term Definition

of Financial Condition and Results of Operations – Results of Operations” on page 359

GTV payments (tolling) GTV payments (tolling) is defined as the rupee value of total successful transactions made in relation to
our tolling business. A transaction comprises all swipes by customers of our FASTags in the tolling
business. Our commission income in any fiscal period is only an agreed percentage of the total GTV
payments in that period. For further details on our commission income, see “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Results of Operations” on page 359

Loads posted The total number of shipment orders posted by shippers and made available for truck operators to match

Monthly active truck operators of Monthly active truck operators of loads marketplace is defined as unique truck operators that have
loads marketplace successfully matched with at least one shipper in that month. Each unique truck operator is identified by
the mobile number which the BlackBuck App is linked to, to ensure accurate counting and prevent
double-counting of operators.

Monthly transacting shippers Monthly transacting shipper is defined as a shipper with an active paid subscription.

Monthly transacting users using Monthly users of at least two services is defined as unique truck operators transacting in a given period,
at least two services and who have successfully utilized at least two distinct services or product offerings on our platform. A
user is considered “onboarded” onto our platform if the Onboarding Criteria are met while successful
utilization of a service or product is defined based on the Transaction Criteria

NLP National Logistics Policy

OMC Oil marketing companies

OMC Partners Oil marketing companies through whom we provide fueling payments solutions

Onboarding Criteria A truck operator is considered onboarded onto our platform if any of the following is achieved: (a)
recharge/swipe of ₹500 in tolling business; (b) cumulative recharge of ₹50,000 in fueling business; (c)
first paid subscription in telematics business; or (d) five call matches on our loads marketplace platform

Repair tickets The total number of service requests or cases raised and recorded by customers or technicians for repair
or maintenance activities related to the company's products, systems, or services during a specific
period

Revenue per annual transacting Annual transacting truck operator is defined as unique truck operators that made at least one
truck operator cohort transactional activity on our platform during the fiscal. Successful utilization of a service or product is
defined based on the Transaction Criteria. Revenue per transacting truck operator has been derived by
dividing revenue from a cohort of annual transacting truck operators onboarded by our Company in a
fiscal divided by the number of annual transacting truck operators

TMS Transportation management system. It is a software platform or application to plan, optimize, and
monitor various transportation and logistics operations, such as route planning, load consolidation,
carrier selection and shipment tracking

Total number of payments Total number of payments transaction is defined as the total number of transactions made in our
transactions for Fiscal Year payments business. A transaction comprises all successful swipes by customers of our FASTags in the
tolling business and all recharges by our customers in the fueling business

Touchpoints Persons who are engaged by our Company on a full-time or on-demand basis or as a channel partner, to
assist truck operators for sales and services

Transaction Criteria Transaction criteria includes: (a) recharge/swipe of at least ₹1 in tolling business; (b) active FASTag
Gold subscription in tolling business; (c) recharge/swipe of ₹1 in fueling business; or (d) at least one
active subscription in telematics business

Vehicles financed The total number of vehicles for which financing arrangements were provided or facilitated by our
Company during a specified period

Conventional and general terms or abbreviations

Term Description

“₹” or “Rs.” Or “Rupees” or “INR” Indian rupees

Adjusted EBITDA Adjusted EBITDA is defined as restated profit/(loss) before tax from continuing operations and
adjusted for (a) finance costs (b) depreciation and amortization expense (c) employee share-based
payment expenses (d) other gains/ losses (net) and (e) exceptional items.

14
 Term Description

AIFs Alternative investments funds, as defined in, and registered under the SEBI AIF Regulations

AGM Annual general meeting

API Application programming interface

BSE BSE Limited

CAGR Compound annual growth rate

Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations

Category I FPIs FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations

Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations

Category II FPIs FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations

Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations

CBDT Central Board of Direct Taxes

CDSL Central Depository Services (India) Limited

CIN Corporate identity number

Contribution margin Contribution margin is defined as Total Income excluding other gains/ losses (net) from continuing
operations, minus the direct costs associated with delivering service activities

Contribution Margin (%) Contribution margin % is the percentage of Contribution Margin over Total Income excluding other
gains/ losses (net) from continuing operations

“Companies Act” or “Companies Companies Act, 2013, as applicable, along with the relevant rules, regulations, clarifications and
Act, 2013” modifications made thereunder

Consolidated FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File Number
5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020

CrPC Code of Criminal Procedure, 1973, as amended

Debt to Equity Debt to Equity is calculated as Total Borrowings divided by total equity, as restated, where Total
Borrowings include both non-current and current borrowings.

Depositories Together, NSDL and CDSL

Depositories Act Depositories Act, 1996, as amended

DIN Director identification number

DP ID Depository participant’s identification

“DP” or “Depository Participant” A depository participant as defined under the Depositories Act

DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India

EBIT EBIT is calculated as restated profit/(loss) before tax from continuing operations plus finance cost less
exceptional item

EBITDA EBITDA is calculated as restated profit/(loss) before tax from continuing operations plus finance costs
plus depreciation and amortisation expenses less exceptional item

EBITDA Margin EBITDA Margin is calculated as EBITDA divided by Total Income as restated

EGM Extraordinary general meeting

EPS Earnings per equity share

15
 Term Description

FCNR Foreign currency non-resident

FDI Foreign direct investment

FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder

FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended

“Financial Year” or “Fiscal” or Unless stated otherwise, the period of 12 months ending March 31 of that particular year
“Fiscal Year” or “FY”

FIR First information report

FPI Foreign portfolio investors as defined under the SEBI FPI Regulations

FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations

“GoI” or “Government” or Government of India

“Central Government”

GST Goods and services tax

HUF Hindu undivided family

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards, as issued by the International Accounting Standards
Board

Income Tax Act The Income-tax Act, 1961

“Ind AS” or “Indian Accounting Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with
Standards” Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the
Companies Act, 2013

Ind AS 24 Indian Accounting Standard 24- Related Party Disclosures

Ind AS 34 Indian Accounting Standard 34 – Interim Financial reporting

Ind AS 37 Indian Accounting Standard 37- Provisions, Contingent Liabilities and Contingent Assets

India Republic of India

“Indian GAAP” or “IGAAP” Accounting Standards notified under Section 133 of the Companies Act and referred to in the
Companies (Accounting Standards) Rules, 2014, as amended and Companies (Accounting Standards)
Amendment Rules, 2016, as amended

IPO Initial public offering

IRDAI Insurance Regulatory and Development Authority of India

IST Indian Standard Time

IT Information technology

IT Act The Information Technology Act, 2000, as amended

KYC Know your customer

LLP Limited liability partnership

MCA Ministry of Corporate Affairs, Government of India

MSMEs Micro, small and medium enterprises

Mutual Fund(s) Mutual Fund(s) means mutual funds registered under the SEBI (Mutual Funds) Regulations, 1996, as
amended

N/A Not applicable

16
 Term Description

NACH National automated clearing house

“NAV” or “Net Asset Value” Net asset value

NBFC Non-banking financial companies

NEFT National electronic fund transfer

Net asset value per share Net asset value per share is calculated by dividing net worth as at the end of the period/year, as
restated, by weighted average number of equity shares post adjustment of bonus shares used in
calculating EPS for the period/year

NETC National electronic toll collection

Net (debt)/ cash Net (debt)/ cash is calculated as Total Borrowings i.e., current and non current borrowings plus lease
liabilities minus (cash and cash equivalents plus liquid investments) as at the end of the period/year, as
restated

Net worth Aggregate of equity share capital and other equity as at the end of the period/year as per the Restated
Consolidated Financial Information

NI Act Negotiable Instruments Act, 1881, as amended

NPCI National Payments Corporation of India

NRE Non- resident external

NRI A non-resident Indian as defined under the FEMA NDI Rules

NRO Non-resident ordinary

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of
Body” at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Offer

Operating Leverage Operating leverage is defined as change in Adjusted EBITDA divided by change in Contribution
Margin

p.a. Per annum

P/E Ratio Price to earnings ratio

PAN Permanent account number

PAT Profit after tax/ profit for the year/period

PAT Margin PAT margin is calculated as profit for the period/year divided by Total Income as per the Restated
Consolidated Financial Information

PBT Profit before tax

QP Qualified purchasers as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended

Regulation S Regulation S under the U.S. Securities Act

“RoE” or “Return on Net worth” RoE or Return on Net Worth (in %) is calculated as restated profit/(loss) from the continuing
operations for the year/period divided by the Net Worth at the end of the respective year/period.

Return on Capital employed RoCE is calculated as EBIT divided by sum of total equity and Total Borrowings, as restated, where
EBIT is calculated as restated profit/(loss) before tax from continuing operations plus finance cost less

17
 Term Description

exceptional item.

RoCE Return on capital employed

ROU Right of use

RTGS Real time gross settlement

Rule 144A Rule 144A under the U.S. Securities Act

SCRA Securities Contracts (Regulation) Act, 1956, as amended

SCRR Securities Contracts (Regulation) Rules, 1957, as amended

SEBI Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992, as amended

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as
amended

SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as amended

SEBI FUTP Regulations Securities and Exchange Board of India (Fraudulent and Unfair Trade Practices relating to Securities
Market) Regulations, 2003, as amended

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as
amended

SEBI ICDR Master Circular SEBI master circular bearing number SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended

SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended
Regulations

SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023

SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed
pursuant to the SEBI AIF Regulations

SME Small and medium enterprises

Stamp Act The Indian Stamp Act, 1899, as amended

State Government The government of a state in India

Stock Exchanges BSE and NSE

STT Securities transaction tax

“Systemically Important NBFC” or Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
“NBFC-SI” SEBI ICDR Regulations

TAN Tax deduction account number

Total Borrowings Total Borrowings is the aggregate of current and non-current borrowings as per the restated
consolidated financial information as at end of the relevant period/ year

18
 Term Description

Total Income Total Income represents the total income for the relevant period/ year as per restated consolidated
financial information

“U.K.” or “UK” United Kingdom

“U.S.” or “USA” or “United United States of America including its territories and possessions, any State of the United States, and
States” the District of Columbia

U.S. GAAP Generally Accepted Accounting Principles in the United States

U.S. SEC Securities and Exchange Commission of the United States of America

U.S. QIBs “Qualified institutional buyers”, as defined in Rule 144A. For the avoidance of doubt, the term “U.S.
QIBs” does not refer to a category of institutional investor defined under applicable Indian regulations
and referred to in this Red Herring Prospectus as “QIBs”

U.S. Securities Act U.S. Securities Act of 1933, as amended

“USD” or “US$” United States Dollars

VCFs Venture capital funds as defined in and registered with the SEBI under the SEBI VCF Regulations

“Year" or “calendar year” Unless the context otherwise requires, shall mean the 12 months period ending December 31

19
 OFFER DOCUMENT SUMMARY

The following is a general summary of certain disclosures and the terms of the Offer and is not exhaustive, nor does it
purport to contain a summary of all the disclosures in this Red Herring Prospectus or all details relevant to prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information
appearing elsewhere in this Red Herring Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects
of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Restated Consolidated
Financial Information”, “Outstanding Litigation and Material Developments”, “Offer Procedure” and “Description of
Equity Shares and Terms of the Articles of Association” on pages 34, 68, 88, 120, 145, 163, 234, 239, 382, 417, and 438,
respectively.

Summary of the primary business of our Company

We are India’s largest digital platform for truck operators (in terms of number of users), with 963,345 truck operators in the
country transacting on our platform in Fiscal 2024, which comprises 27.52% of India’s truck operators (Source: RedSeer
Report). Using our platform, our customers (primarily comprising truck operators) digitally manage payments for tolling and
fueling, monitor drivers and fleets using telematics (i.e., vehicle tracking and fuel monitoring solutions), find loads on our
marketplace and get access to financing for the purchase of used vehicles.

Summary of the industry in which our Company operates

India's rapid economic growth sets the stage for an expanding trucking sector. The Indian trucking sector is a US$ 18-25
billion revenue pool as of Fiscal 2024 and is expected to grow to US$ 35billion by Fiscal 2028. Trucking is one of the fastest-
growing sectors in logistics in India. High fragmentation in this industry is a result of multiple operationally complex
processes required to run the business efficiently. Given the complexity of trucking operations, an operator’s oversight can
significantly impact profitability. Consequently, managing ownership beyond a few trucks becomes increasingly
cumbersome. The trucking industry offers vast revenue potential for companies that solve challenges and inefficiencies and
enhance value for truck operators. (Source: Redseer Report)

Our Primary Sources of Revenue

Our primary sources of revenue are generated through our payments (tolling and fueling), telematics, loads marketplace and
vehicle financing offerings which include: (a) commission margins from FASTag Bank Partners on the toll transaction
flowthrough; (b) commission margin from OMCs in fueling transaction flowthrough; (c) subscription fees charged to truck
operators; (d) subscription fees charged to shippers; and (e) interest income, loan service fees and other fees charged to
borrowers in the process of loan disbursal and collections.

Set out below is a breakdown of our revenue from continuing operations for the periods/years indicated.

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
(₹ in million)
Commission income 378.75 267.91 1,272.46 880.64 750.99
Subscription fees 353.65 227.98 1,178.89 742.75 391.09
Service fees 178.42 98.78 509.51 132.79 44.46
Others* 10.84 - 8.36 0.62 6.72
Revenue from continuing operations 921.66 594.67 2,969.22 1,756.80 1,193.26
* Others includes interest income from loans given, and revenues from other ancillary activities, which do not fall under any of the previous categories of
revenue

In Fiscal 2024, 963,345 annual transacting truck operators contributed to ₹2,969.22 million of the revenue from continuing
operations as of Fiscal 2024.

20
Revenue model of our Company

Our Promoters

Our Promoters are Rajesh Kumar Naidu Yabaji, Chanakya Hridaya and Ramasubramanian Balasubramaniam. For further details,
see “Our Promoters and Promoter Group” on page 234.

Offer Size

The details of the Offer are set out below:

Offer(1)(2) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹[●] million
of which:
(i) Fresh Issue(1) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹5,500.00 million
(ii) Offer for Sale(2) Up to 20,685,800 Equity Shares of face value of ₹1 each aggregating up to ₹[●] million
The Offer comprises:
Employee Reservation Portion (3) Up to 26,000 Equity Shares of face value of ₹1 each aggregating up to ₹[●] million
Net Offer Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹[●] million
(1) The Offer including the Fresh Issue has been authorised by our Board pursuant to the resolutions passed at their meetings dated June 26, 2024 and by
our Shareholders pursuant to the special resolution passed at their extraordinary general meeting dated June 29, 2024. Further the IPO Committee
and our Board took note of the Offer size pursuant to its resolutions dated October 14 and November 6, 2024 respectively.
(2) Our Board took on record the approval for the Offer for Sale by each of the Selling Shareholders, as applicable, pursuant to their resolutions dated
July 4, 2024.Our IPO Committee and the Board have taken on record the approval for the Offer for Sale by each of the Selling Shareholders, as
applicable, pursuant to their resolutions dated October 14, 2024 and November 6, 2024 respectively. Each of the Selling Shareholders has severally
and not jointly approved its respective participation in the Offer for Sale. For details on the authorisation and consent of each of the Selling
Shareholders in relation to the Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 58 and 389 respectively.
(3) Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹0.50 million. However,
the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of the Employee Discount). Only
in the event of an under-subscription in the Employee Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹0.20 million (net of the Employee
Discount), subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million (net of the Employee Discount). For further details, see
“Offer Procedure” and “Offer Structure” on pages 417 and 413, respectively.

The Offer and Net Offer shall constitute [●]% and [●]% of the post Offer paid up Equity Share capital of our Company. For
further details, see “The Offer” and “Offer Structure” on pages 68 and 413, respectively. The Offered Shares are eligible to be
offered for sale in the Offer in accordance with Regulations 8 and 8A of the SEBI ICDR Regulations, as on the date of this
Red Herring Prospectus.

Objects of the Offer

Our Company proposes to utilise the Net Proceeds towards funding the following objects:

Particulars Amount
(in ₹ million)
Funding towards sales and marketing costs 2,000.00
Investment in Blackbuck Finserve Private Limited for financing the augmentation of its capital base to meet its future capital 1,400.00
requirements
Funding of expenditure in relation to product development 750.00
General corporate purposes []#
Total* []
* To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
#
The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.

For further details, see “Objects of the Offer” on page 120.

21
Aggregate pre-Offer and post-Offer shareholding of our Promoters, members of our Promoter Group and Selling
Shareholders as a percentage of our paid-up Equity Share capital

Name of Shareholders Pre-Offer Post-Offer*

Number of Equity Percentage of pre- Number of Equity Percentage of post-
Shares of face value of Offer paid-up Equity Shares of face value Offer paid-up Equity
₹1 each Share capital on a of ₹1 each Share capital on a
fully diluted basis fully diluted basis
(%) (%)
Promoters (also the Promoter Selling Shareholders)
Rajesh Kumar Naidu Yabaji 23,559,968 14.45% [●] [●]
Chanakya Hridaya 15,364,208 9.42% [●] [●]
Ramasubramanian Balasubramaniam 14,522,012 8.91% [●] [●]
Promoter Group (also the Other Selling Shareholders)
Rajkumari Yabaji 212,356 0.13% [●] [●]
Investor Selling Shareholders
Accel India IV (Mauritius) Limited 23,327,447 14.31% [●] [●]
Quickroutes International Private Limited 21,520,639 13.20% [●] [●]
International Finance Corporation 9,225,660 5.66% [●] [●]
Sands Capital Private Growth II Limited 7,128,381 4.37% [●] [●]
Internet Fund III Pte Ltd 4,828,275 2.96% [●] [●]
Peak XV Partners Investments VI (formerly [●] [●]
3,494,917 2.14%
SCI Investments VI)
Sands Capital Private Growth Limited PCC, [●] [●]
2,767,723 1.70%
Cell D
VEF AB (publ) 1,545,932 0.95% [●] [●]
Sanjiv Rangrass 222,296 0.14% [●] [●]
Total 127,719,814 78.35% [●] [●]
* Subject to completion of the Offer and finalization of the Allotment.

Our Promoters hold 53,446,188 Equity Shares of face value of ₹1 each aggregating to 32.78 % of the pre-Offer equity share
capital of the Company on a fully diluted basis. For further details of the Offer, see “Capital Structure” on page 88.

Summary of Selected Financial Information

The following details are derived from the Restated Consolidated Financial Information as at March 31, 2024, March 31,
2023, March 31, 2022 and for the three months period ended June 30, 2024 and June 30, 2023:
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for As at and for As at and for As at and for
the three the three the Financial the Financial the Financial
months period months period Year ended Year ended Year ended
ended June 30, ended June 30, March 31, March 31, March 31,
2024 2023 2024 2023 2022
Equity share capital 56.57 0.10 0.10 0.10 0.10
Total income 983.30 643.59 3,165.14 1,950.92 1,561.28
Restated Profit/ (loss) for the Period/ year from continuing 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
operations
Restated Basic Profit/ (loss) per equity share (in ₹) 1.76 (1.82) (9.06) (12.93) (12.96)
Restated Diluted Profit/ (loss) per equity share (in ₹) 1.74 (1.82) (9.06) (12.93) (13.49)
Total borrowings 1,610.11 1,580.76 1,737.35 1,658.35 1,990.00
Net Worth 3449.79 3335.43 3,112.93 3,526.64 5,850.76
Return on Net Worth (%) 9.39 (9.99) (53.64) (67.16) (39.37)
Net Asset Value per Equity Share (in ₹) 18.70 18.18 16.89 19.25 32.92
Notes:
1. Basic and diluted earnings/(loss) per equity share is taken from "Restated Earnings/(Loss) per equity share (basic and diluted) from continuing
operations”.
2. Profit/(Loss) for the period/year is from "Restated (Loss) for the year from continuing operations”.
3. Total Borrowings is the aggregate of current and non-current borrowings as per the restated consolidated financial information as at end of the
relevant period/ year.
4. Net worth is the aggregate of equity share capital and other equity as at the end of the period/year as per the Restated Consolidated Financial
Information.
5. RoE or Return on Net Worth (in %) is calculated as restated profit/(loss) from the continuing operations for the year/period divided by the Net Worth at
the end of the respective year/period.
6. Net asset value per share is calculated by dividing net worth as at the end of the period/year, as restated, by weighted average number of equity shares
post adjustment of bonus shares used in calculating EPS for the period/year.

For further details, see “Restated Consolidated Financial Information” and “Other Financial Information” on pages 239 and
350, respectively.

Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information

There are no qualifications of Statutory Auditor which has not been given effect to in the Restated Consolidated Financial
Information.
22
Summary table of outstanding litigation

A summary of outstanding litigation proceedings as on the date of this Red Herring Prospectus as disclosed in the section
titled “Outstanding Litigation and Other Material Developments” on page 382, in terms of the SEBI ICDR Regulations and
the Materiality Policy as of the date of this Red Herring Prospectus is provided below:

Category of individuals Criminal Tax Statutory or Disciplinary actions by SEBI or Material Aggregate
/ entities proceedings proceedings regulatory Stock Exchanges against our civil amount involved
proceedings Promoters in the last five years, litigations (in ₹ million)(1)
including outstanding action
Company
By our Company 72# NA NA NA Nil 14.43
Against our Company 1 10 Nil NA 2 8.13
Directors
By our Directors Nil NA NA NA Nil Nil
Against our Directors 1 Nil Nil NA Nil Nil
Promoters
By our Promoter Nil NA NA NA Nil Nil
Against our Promoter Nil 1 Nil Nil Nil 5.65
Subsidiaries
By Subsidiaries Nil NA NA NA Nil Nil
Against Subsidiaries Nil Nil Nil NA Nil Nil
(1) To the extent ascertainable and quantifiable
# Includes 69 cases filed by our Company for alleged violation of Section 138 of the Negotiable Instruments Act, 1881.

As on the date of this Red Herring Prospectus, our Company does not have any Group Company.

For further details, see “Outstanding Litigation and Material Developments” on page 382.

Risk factors

The following is a summary of the top ten risk factors in relation to our Company:

1. Some of our Investors have transferred 266,644 Equity Shares to Rajesh Kumar Naidu Yabaji, one of our Promoters
in the month of October 2024 as a gift/₹ 1 per Equity Share. These transfers did not involve any quid pro quo
arrangements and were not contingent on the Company achieving certain business / financial milestone or listing of
Equity Shares on the Stock Exchanges. There was no agreement subsisting prior to the DRHP to effect these
transfers and accordingly were not disclosed in the DRHP. The said transfers will result in a gain of ₹[●] million at
the upper end of the price band to Rajesh Kumar Naidu Yabaji.
2. Our Company and our Subsidiary, TZF Logistics Solutions Private Limited have incurred losses and witnessed
negative operating cash flows in the past. Further, our Subsidiary, BlackBuck Finserve Private Limited, has
witnessed negative operating cash flows in the past three financial years.
3. We depend on our business partners in our payments and vehicle financing offerings. Our partners in our payments
offering contribute to a significant portion of our revenues (41.04% and 42.50% of total revenue from continuing
operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and one of our FASTag Partner
Banks contributed to 29.62% and 33.51% of total revenue from continuing operations in the three months ended
June 30, 2024 and Fiscal 2024, respectively. The loss of any such partners may adversely affect our business, results
of operations and financial condition.
4. Our revenues are significantly dependent on our payments and telematics offerings, which contributed 92.79% and
94.53% to our total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024,
respectively. Any negative impact on these offerings could materially affect our business, results of operations and
financial condition.
5. We depend on certain key suppliers to procure a significant portion of our vehicle tracking solutions. We do not
enter into long-term agreements with these suppliers and any denial of supplies or loss of the relationship with these
suppliers or any supply chain disruption could adversely affect our business, results of operations and financial
condition.
6. We are India’s largest digital platform for truck operators (in terms of number of users) in Fiscal 2024, which
comprises 27.52% of India’s truck operators (Source: Redseer Report). An inability to attract new truck operators or
retain our existing truck operators could materially and adversely affect our business, results of operations and
financial condition.
7. We derive a significant portion of our revenues through commission income (41.09% and 42.86% of total revenue
from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and subscription
fees (38.37% and 39.70% of total revenue from continuing operations in the three months ended June 30, 2024 and
Fiscal 2024, respectively). Any fluctuation or negative trend in our commission income and/or subscription fees
could materially affect our business, results of operations and financial condition.
8. We have in the past failed to file certain forms with RBI for certain allotments made by our Company, within the
prescribed timelines and have compounded such delays under FEMA, 1999 and the rules made thereunder and paid
the compounding fee. We have also paid late submission fees for delays in filing of forms with RBI in respect of
certain allotments made by our Company and direct investments made by our Company in our Subsidiaries.

23
9. We intend to utilize a part of the Net Proceeds towards investment in Blackbuck Finserve Private Limited, our
NBFC subsidiary, which does not have an established operating history, for financing the augmentation of its capital
base to meet its future capital requirements.
10. We avail certain services of third-party service providers for our platform to implement our sales and service
strategy, and any disruption of or interference with our use of such service could adversely affect our business,
results of operations and financial condition.

Summary of contingent liabilities

As on the date of this Red Herring Prospectus our Company does not have any contingent liabilities.

Summary of related party transactions

A summary of related party transactions as per the requirements under Ind AS 24 – Related Party Disclosures read with the
SEBI ICDR Regulations entered into by our Company with related parties as at and for the Financial Years ended March 31,
2024, March 31, 2023 and March 31, 2022 and for the three months period ended June 30, 2024 and June 30, 2023 derived
from our Restated Consolidated Financial Information are as follows:

(₹ in million)
Nature of transactions For the three-month period ended For the Financial Year ended
June % of total June % of total March % of total March % of total March % of total
30, revenue 30, revenue 31, revenue 31, 2023 revenue 31, revenue
2024 from 2023 from 2024 from from 2022 from
operations operations operations operations operations
Key management personnel compensation
Short term employment 12.61 1.37% 15.00 2.52% 60.08 2.02% 59.84 3.41% 37.34 3.13%
benefit
Ramasubramaniam 2.50 0.27% 5.00 0.84% 20.13 0.68% 19.94 1.14% 12.45 1.04%
Balasubramaniam
Rajesh Kumar Naidu 5.00 0.54% 5.00 0.84% 20.02 0.67% 19.95 1.14% 12.44 1.04%
Yabaji
Chanakya Hridaya 5.00 0.54% 5.00 0.84% 19.94 0.67% 19.94 1.14% 12.44 1.04%
Satyakam G N 0.08 0.01% - - - - - - - -
Barun Pandey 0.03 0.00% - - - - - - - -

Post employment benefit 0.03 0.00% 0.03 0.01% 0.06 0.00% 0.06 0.00% 0.06 0.01%
Ramasubramaniam 0.01 0.00% 0.01 0.00% 0.02 0.00% 0.02 0.00% 0.02 0.00%
Balasubramaniam
Rajesh Kumar Naidu 0.01 0.00% 0.01 0.00% 0.02 0.00% 0.02 0.00% 0.02 0.00%
Yabaji
Chanakya Hridaya 0.01 0.00% 0.01 0.00% 0.02 0.00% 0.02 0.00% 0.02 0.00%
Satyakam G N - - - - - - - - - -
Barun Pandey - - - - - - - - - -

Reimbursement of - - - - 0.07 0.00% 1.12 0.06% 0.06 0.01%

expense
Ramasubramaniam - - - - - - 0.19 0.01% - -
Balasubramaniam
Chanakya Hridaya - - - - - - 0.43 0.02% - 0.00%
Rajesh Kumar Naidu - - - - 0.07 0.00% 0.49 0.03% 0.06 0.01%
Yabaji
Satyakam G N - - - - - - - - - -
Barun Pandey - - - - - - - - - -
-
Remuneration to 1.30 0.14% - - 1.00 0.03% - - - -
independent directors
(including sitting fees)
Kaushik Dutta 1.00 0.11% - - 1.00 0.03% - - - -
Rajamani Muthuchamy 0.25 0.03% - - - - - - - -
Hardika Shah 0.03 0.00% - - - - - - - -
Niraj Singh 0.03 0.00% - - - - - - - -

Advance to employees (adjusted fully during the period/year)

Salary advances to Key - - - - 9.90 0.33% - - - -
Management Personnel
Ramasubramaniam - - - - 9.90 0.33% - - - -
Balasubramaniam
Note: Revenue from operations is taken from the continuing operations.

For notes relating to the above and details of other related party transactions, see “Restated Consolidated Financial
Information – Notes forming part of the Restated Consolidated Financial Information – Note 26” on page 307.

24
Financing Arrangements

Our Promoters, members of our Promoter Group, our Directors and their relatives have not financed the purchase by any
other person of securities of our Company other than in the normal course of the business of the financing entity during the
period of six months immediately preceding the date of the Draft Red Herring Prospectus and this Red Herring Prospectus.

Weighted average price at which the Equity Shares were acquired by our Promoters and Selling Shareholders in the
one year preceding the date of this Red Herring Prospectus

The weighted average price at which the Equity Shares were acquired by our Promoters and the Selling Shareholders, in the
last one year preceding the date of this Red Herring Prospectus is as follows:

Name Number of Equity Shares of face value Weighted average price of acquisition
of ₹1 each acquired in the last one year per Equity Share*(in ₹)
Promoters (also the Promoter Selling Shareholders)
Rajesh Kumar Naidu Yabaji 23,527,827 0.0022(1)(2)
Chanakya Hridaya 17,681,400 Nil(1)
Ramasubramanian Balasubramaniam 17,677,550 Nil(1)
Promoter Group (also the Other Selling Shareholder)
Rajkumari Yabaji 258,815 Nil(1)&(2)
Investor Selling Shareholders
Accel India IV (Mauritius) Limited 23,326,450 Nil(1)(3)
Quickroutes International Private Limited 21,519,002 Nil(1)(3)
International Finance Corporation 9,250,013 Nil(1)(3)
Internet Fund III Pte Ltd 4,827,635 Nil(1)(3)
Sands Capital Private Growth II Limited 7,147,861 Nil(1)(3)
Peak XV Partners Investments VI (formerly SCI 3,494,917 Nil(1)(3)
Investments VI)
VEF AB (publ) 1,545,932 Nil(1)(3)
Sands Capital Private Growth Limited PCC, Cell D 2,776,264 Nil(1)(3)
Sanjiv Rangrass 266,520 Nil(1)(3)
* As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024.
(1) Bonus issue of 550 Equity Shares of face value of ₹1 each for every one Equity Share on June 7, 2024.
(2) Includes Equity Shares received by way of gift.
(3) Includes Equity Shares allotted pursuant to conversion of CCPS

There are no Preference Shares acquired by our Promoters and the Selling Shareholders, in the last one year preceding the
date of this Red Herring Prospectus.

Average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders

The average cost of acquisition of our Promoters and the Selling Shareholders as on the date of this Red Herring Prospectus is
as follows:

Name of Promoters/ Selling Shareholder Number of Equity Shares of face Average cost of acquisition per Equity
value of ₹1 each Share* (in ₹)
Promoters (also the Promoter Selling Shareholders)
Rajesh Kumar Naidu Yabaji 23,559,968 0.0036
Chanakya Hridaya 15,364,208 0.0019
Ramasubramanian Balasubramaniam 14,522,012 0.0019
Promoter Group (also the Other Selling Shareholder)
Rajkumari Yabaji 212,356 3.88
Investor Selling Shareholders
Accel India IV (Mauritius) Limited 23,327,447 62.71
Quickroutes International Private Limited 21,520,639 52.04
International Finance Corporation 9,225,660 195.31
Sands Capital Private Growth II Limited 7,128,381 132.09
Internet Fund III Pte Ltd 4,828,275 69.07
Peak XV Partners Investments VI (formerly SCI
3,494,917 308.98
Investments VI)
Sands Capital Private Growth Limited PCC, Cell D 2,767,723 192.14
VEF AB (publ) 1,545,932 481.84
Sanjiv Rangrass 222,296 18.57
*
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024.

Details of price at which specified securities were acquired in the last three years preceding the date of this Red
Herring Prospectus by our Promoters, members of the Promoter Group, the Selling Shareholders and the
Shareholders with special rights

Except as stated below, there have been no Equity Shares or Preference Shares that were acquired in the last three years
preceding the date of this Red Herring Prospectus, by our Promoters, members of the Promoter Group, the Selling
Shareholders and Shareholders with special rights in our Company.

25
The details of the respective price at which these acquisitions were undertaken in the last three years preceding the date of this
Red Herring Prospectus is stated below:

Equity Shares

Date of Number of Face value per Acquisition

Name of the acquirer/shareholder acquisition of Equity Shares Equity Share (in price per Equity
Equity Shares acquired ₹) Share (in ₹)
Promoter (also the Promoter Selling Shareholder)
Rajesh Kumar Naidu Yabaji June 07, 2024 17,677,550 1.00 Nil*
October 14, 2024 2,349,340 1.00 Nil**
October 09, 2024 3,187,679 1.00 Nil**
October 14, 2024 46,614 1.00 Nil**
October 10, 2024 44,674 1.00 Nil**
October 10, 2024 100,170 1.00 Nil**
October 10, 2024 69,226 1.00 Nil**
October 11, 2024 19,530 1.00 1.00
October 11, 2024 8,591 1.00 1.00
October 11, 2024 24,453 1.00 1.00
Chanakya Hridaya June 07, 2024 17,681,400 1.00 Nil*
Ramasubramaniam Balasubramaniam June 07, 2024 17,677,550 1.00 Nil*
Promoter Group (also the Other Selling Shareholder)
June 07, 2024 85,250 1.00 Nil*
Rajkumari Yabaji
June 11, 2024 173,565 1.00 Nil**
Investor Selling Shareholders
Accel India IV (Mauritius) Limited June 07, 2024 548,350 1.00 Nil*
October 07, 2024 22,778,100 1.00 NA***
Quickroutes International Private Limited June 07, 2024 900,350 1.00 Nil*
October 07, 2024 20,618,652 1.00 NA***
International Finance Corporation June 07, 2024 55,000 1.00 Nil*
October 07, 2024 9,195,013 1.00 NA***
Sands Capital Private Growth II Limited June 07, 2024 27,500 1.00 Nil*
October 07, 2024 7,120,361 1.00 NA***
Internet Fund III Pte. Ltd. June 07, 2024 352,000 1.00 Nil*
October 07, 2024 4,475,635 1.00 NA***
Peak XV Partners Investments VI (formerly SCI October 07, 2024 3,494,917 1.00 NA***
Investments VI)

Sands Capital Private Growth Limited PCC, Cell D June 07, 2024 27,500 1.00 Nil*
October 07, 2024 2,748,764 1.00 NA***
VEF AB (publ) October 07, 2024 1,545,932 1.00 NA***
Sanjiv Rangrass June 07, 2024 247,500 1.00 Nil*
October 07, 2024 19,020 1.00 NA***
Shareholders with special rights
Accel India IV (Mauritius) Limited June 07, 2024 548,350 1.00 Nil*
October 07, 2024 22,778,100 1.00 NA***
Quickroutes International Private Limited (formerly June 07, 2024 900,350 1.00 Nil*
Flipkart Logistics Private Limited)

October 07, 2024 20,618,652 1.00 NA***

International Finance Corporation June 07, 2024 55,000 1.00 Nil*
October 07, 2024 9,195,013 1.00 NA***
Sands Capital Private Growth II Limited June 07, 2024 27,500 1.00 Nil*
October 07, 2024 7,120,361 1.00 NA***
Rajesh Kumar Naidu Yabaji June 07, 2024 17,677,550 1.00 Nil*
October 14, 2024 2,349,340 1.00 Nil**
October 09, 2024 3,187,679 1.00 Nil**
October 14, 2024 46,614 1.00 Nil**
October 10, 2024 44,674 1.00 Nil**
October 10, 2024 100,170 1.00 Nil**
October 10, 2024 69,226 1.00 Nil**
October 11, 2024 19,530 1.00 1.00
October 11, 2024 8,591 1.00 1.00
October 11, 2024 24,453 1.00 1.00

26
 Date of Number of Face value per Acquisition
Name of the acquirer/shareholder acquisition of Equity Shares Equity Share (in price per Equity
Equity Shares acquired ₹) Share (in ₹)
Chanakya Hridaya June 07, 2024 17,681,400 1.00 Nil*
Ramasubramaniam Balasubramaniam June 07, 2024 17,677,550 1.00 Nil*
# As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024.
* Bonus issue of 550 Equity Shares of face value of ₹1 each for every one Equity Share issued on June 7, 2024
** Received by way of Gift of Equity Shares
*** Equity Shares were allotted pursuant to conversion of CCPS

For material terms of the preference shares issued by the Company, please see “History and Certain Corporate Matters-
Terms of the CCPS” at page 211. For details in relation to the conversion ratio of the preference shares, please see “Capital
Structure” at page 88.

Weighted average cost of acquisition of specified securities transacted in three years, eighteen months and one year
immediately preceding this Red Herring Prospectus

Weighted average cost of acquisition per Equity Share

Period Weighted average cost of Cap Price is ‘X’ times the Range of acquisition price: per
acquisition per Equity Share (in weighted average cost of Equity Share: lowest price –
₹) acquisition highest price (in ₹)#
Last one year preceding the date of this 0.0006 [●]* Nil to 1
Red Herring Prospectus
Last 18 months preceding the date of 0.0006 [●]* Nil to 1
this Red Herring Prospectus
Last three years preceding the date of 0.0006 [●]* Nil to 1
this Red Herring Prospectus
* To be updated upon finalization of the Price Band.
#
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024.

Issue of Equity Shares made in the last one year for consideration other than cash (excluding bonus issuance)

Our Company has not issued any Equity Shares for consideration other than cash or out of revaluation of reserves in the last
one year (excluding bonus issuance) preceding the date of this Red Herring Prospectus.

Any split or consolidation of Equity Shares in the last one year

Our Company has not undertaken sub-division or consolidation of its Equity Shares in the one year preceding the date of this
Red Herring Prospectus.

Details of pre-IPO placement

Our Company has not undertaken a pre-IPO placement.

Exemption from complying with any provisions of securities laws, if any, granted by SEBI

As on the date of this Red Herring Prospectus, our Company has not sought or obtained any exemption from the SEBI under
Regulation 300(2) of the SEBI ICDR Regulations from strict compliance with any provisions of securities laws including the
SEBI ICDR Regulations.

27
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references in this Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions and all
references to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the
Government of India, central or state, as applicable. All references to the “US”, “U.S.”, “USA” or “United States” are to the
United States of America and its territories and possessions.

Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the corresponding page numbers
of this Red Herring Prospectus. Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in IST.
Unless indicated otherwise, all references to a year in this Red Herring Prospectus are to a calendar year.

Financial Data

Our Company’s Financial Year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, all
references in this Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year, are to the 12 month period
commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar year.

Unless stated otherwise or where the context otherwise requires, the financial information and financial ratios in this Red
Herring Prospectus is derived from the Restated Consolidated Financial Information and Pro Forma Financial Information.

Restated consolidated financial information of our Company and our Subsidiaries as at and for the years ended March 31,
2024, March 31, 2023 and March 31, 2022 and for the three months period ended June 30, 2024 and June 30, 2023,
comprising the restated consolidated statement of assets and liabilities as at March 31, 2024, March 31, 2023 and March 31,
2022, and for the three months period ended June 30, 2024 and June 30, 2023, the restated consolidated statement of profit
and loss (including other comprehensive income), the restated consolidated statement of changes in equity, the restated
consolidated statement of cash flow, for the years ended March 31, 2024, March 31, 2023 and March 31, 2022, and for the
three months period ended June 30, 2024 and June 30, 2023, the summary statement of material accounting policies and other
explanatory notes, prepared in accordance with Ind AS and as per requirement of Section 26 of Part I of Chapter III of the
Companies Act, 2013, SEBI ICDR Regulations, as amended and the Guidance Note on ‘Reports in Company Prospectuses
(Revised 2019)’ issued by the Institute of Chartered Accountants of India, as amended from time to time.

We have also included in this Red Herring Prospectus, the Pro Forma Financial Information comprising of pro forma
consolidated balance sheet as at March 31, 2024 and June 30, 2024 and pro forma consolidated statement of profit and loss
for the year ended March 31, 2024 and the three months period ended June 30, 2024 read with selected explanatory notes
thereon. The pro forma financial information has been prepared by the Company’s Management to illustrate the impact of
disposal of its corporate freight business, pursuant to a business transfer agreement dated August 5, 2024 and its impact on
the Company’s financial position as at June 30, 2024 and March 31, 2024 as if the slump sale had taken place on June 30,
2024 and March 31, 2024, respectively and its financial performance for the three months period ended June 30, 2024 and for
the year ended March 31, 2024 as if the slump sale had taken place on April 1, 2024, and April 1, 2023, respectively For
further details, see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamations or any revaluation of assets, in the last ten years” and “Risk Factors – The
Unaudited Pro Forma Financial Information included in this Red Herring Prospectus is presented for illustrative purposes
only and may not accurately reflect our future financial condition, financial position and results of operations.” on pages 208
and 58, respectively.

For further information, see “Restated Consolidated Financial Information” and “Pro Forma Financial Information” on
pages 239 and 330, respectively.

There are significant differences between Ind AS, US GAAP and IFRS. Our Company does not provide reconciliation of its
financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences or quantify their
impact on the financial data included in this Red Herring Prospectus and it is urged that you consult your own advisors
regarding such differences and their impact on our Company’s financial data. For details in connection with risks involving
differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors – Significant differences exist between Ind AS and other
accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which investors may be more familiar with and may
consider material to their assessment of our financial condition.” on page 64. The degree to which the financial information
included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of
familiarity with Indian accounting policies and practices, the Companies Act, 2013, Ind AS and the SEBI ICDR Regulations.
Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in
this Red Herring Prospectus should accordingly be limited.

In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to the second decimal place and all percentage figures have been
rounded off to two decimal places. However, where any figures that may have been sourced from third-party industry sources
are rounded off to other than two decimal points in their respective sources, such figures appear in this Red Herring
Prospectus as rounded-off to such number of decimal points as provided in such respective sources.
28
Unless the context otherwise indicates, any percentage amounts, or ratios (excluding certain operational metrics), relation to
the financial information of our Company as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 34, 163 and 354, respectively, and elsewhere in this Red
Herring Prospectus have been calculated on the basis of amounts derived from our Restated Consolidated Financial
Information.

Non-GAAP Financial Measures

Certain non-GAAP financial measures relating to our financial performance, namely Net Worth, EBITDA, EBITDA Margin
%, Adjusted EBITDA, Contribution Margin and Contribution Margin %, and certain other industry metrics and financial
parameters have been included in this Red Herring Prospectus and are a supplemental measure of our performance and
liquidity that are not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these Non-GAAP
measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not
be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the period / year or any other measure
of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by
operating, investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP. These Non-GAAP
financial measures and other information relating to financial performance may not be computed on the basis of any standard
methodology that is applicable across the industry and therefore may not be comparable to financial measures of similar
nomenclature that may be computed and presented by other companies and are not measures of operating performance or
liquidity defined by Ind AS. Such supplemental financial and operational information should not be considered in isolation or
as a substitute for an analysis of our Restated Consolidated Financial Information disclosed elsewhere in this Red Herring
Prospectus. For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, “Other Financial Information” and “Risk Factors- We have in this Red Herring Prospectus included certain
non-GAAP financial measures and certain other industry measures related to our operations and financial performance that
may vary from any standard methodology that is applicable across the industry we operate.” on pages 354, 350 and 56,
respectively.

Currency and Units of Presentation

All references to:

• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India; and

• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America.

Our Company has presented certain numerical information in this Red Herring Prospectus in “million” units or in whole
numbers where the numbers have been too small to represent in millions. One million represents 1,000,000, one billion
represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh represents 100,000 and one crore represents
10,000,000. However, where any figures that may have been sourced from third-party industry sources are expressed in
denominations other than millions, such figures appear in this Red Herring Prospectus in such denominations as provided in
the respective sources.

Exchange Rates

This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation
that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and
other foreign currencies:

(amount in ₹, unless otherwise specified)

Currency As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
1 USD 83.45 82.04 83.37 82.22 75.81
Source: Foreign exchange reference rates as available on www.fbil.org.in
Note: Exchange rate is rounded off to two decimal point

Please note that the above exchange rates have been provided for indicative purposes only and the amounts reflected in our
Restated Consolidated Financial Information or Pro Forma Financial Information may not have been converted using any of
the above-mentioned exchange rates.

Industry and Market Data

Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this Red
Herring Prospectus has been obtained or derived from the RedSeer Report which has been exclusively commissioned and
paid for by our Company, pursuant to an engagement letter dated February 27, 2024 for the purpose of understanding the
industry in connection with this Offer, since no report is publicly available which provides a comprehensive industry analysis,
particularly for our Company’s services, that may be similar to the RedSeer Report. This Red Herring Prospectus contains
29
certain data and statistics from the RedSeer Report, which is available on the website of our Company at
www.blackbuck.com/investor-relations. RedSeer is an independent agency which has no relationship with our Company, our
Promoters, any of our Directors, Key Managerial Personnel, Senior Management Personnel or the Book Running Lead
Managers.

Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but accuracy, completeness and underlying assumptions of
such third-party sources are not guaranteed. Although the industry and market data used in this Red Herring Prospectus is
reliable, the data used in these sources may have been re-classified by us for the purposes of presentation however, no
material data in connection with the Offer has been omitted. Data from these sources may also not be comparable.

Industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect.
The extent to which the industry and market data presented in this Red Herring Prospectus is meaningful depends upon the
reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard
data gathering methodologies in the industry in which our Company conducts business and methodologies and assumptions
may vary widely among different market and industry sources. Such information involves risks, uncertainties and numerous
assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – We have in this
Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our
operations and financial performance that may vary from any standard methodology that is applicable across the industry we
operate.” on page 56.

In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” on page 132 includes information relating to our peer
group companies. Such information has been derived from publicly available sources specified herein. Accordingly, no
investment decision should be made solely on the basis of such information.

The RedSeer Report is subject to the following disclaimer:

The market information in this Report is arrived at by employing an integrated research methodology which includes
secondary and primary research. Our primary research work includes surveys and indepth interviews of consumers,
customers and other relevant ecosystem participants, and consultations with market participants and experts. In addition to
the primary research, quantitative market information is also derived based on data from trusted portals and industry
publications. Therefore, the information is subject to limitations of, among others, secondary statistics and primary research,
and accordingly the findings do not purport to be exhaustive. RedSeer’s estimates and assumptions are based on varying
levels of quantitative and qualitative analyses from various sources, including industry journals, company reports and
information in the public domain. RedSeer’s research has been conducted with a broad perspective on the industry and will
not necessarily reflect the performance of individual companies in the industry.

While RedSeer has taken due care and caution in preparing this Report based on information obtained from sources
generally believed to be reliable, its accuracy, completeness and underlying assumptions are subject to limitations like
interpretations of market scenarios across sources, data availability amongst others.

Forecasts, estimates and other forward-looking statements contained in this Report are inherently uncertain and could
fluctuate due to changes in macro-economic factors underlying their assumptions, or events or combinations of events that
cannot be reasonably foreseen. The forecasts, estimates and other forward-looking statements in this Report depend on
factors like the recovery of the economy, evolution of consumer sentiments, the competitive environment, amongst others,
leading to significant uncertainty, all of which cannot be reasonably and accurately accounted for. Actual results and future
events could differ materially from such forecasts, estimates, or such statements.

This Report is not a recommendation to invest/disinvest in any entity covered in the Report and this Report should not be
construed as investment advice within the meaning of any law or regulation.

Without limiting the generality of the foregoing, nothing in this Report should be construed as RedSeer providing or intending
to provide any services in jurisdictions where it does not have the necessary permission and/or registration to carry out its
business activities in this regard. No part of this Report shall be reproduced or extracted or published in any form without
RedSeer’s prior written approval.

Notice to Prospective Investors in the United States

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Red Herring
Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the
United States. In making an investment decision, investors must rely on their own examination of our Company and the terms
of the Offer, including the merits and risks involved.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons
as defined in Regulation S under the U.S. Securities Act (“U.S. Persons”) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

30
Our Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940, as amended
(the “U.S. Investment Company Act”) in reliance upon section 3(c)(7) of the U.S. Investment Company Act and investors
will not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are only being
offered and sold (i) to persons within the United States or to or for the account or benefit of, U.S. Persons (as defined in
Regulation S under the U.S. Securities Act), who are both (a) “qualified institutional buyers” (as defined in Rule 144A under
the U.S. Securities Act (“Rule 144A”) and referred to in this Red Herring Prospectus as “U.S. QIBs”, for the avoidance of
doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations
and referred to in this Red Herring Prospectus as “QIBs”) in one or more transactions exempt from the registration
requirements of the U.S. Securities Act; and (b) “qualified purchasers” (as defined in Section 2(a)(51) of the U.S. Investment
Company Act and referred to in this Red Herring Prospectus as “QPs”) in reliance upon section 3(c)(7) of the U.S.
Investment Company Act, and (ii) outside the United States, to investors that are not U.S. Persons nor persons acquiring for
the account or benefit of U.S. Persons in “offshore transactions” in reliance on Regulation S under the U.S. Securities Act and
the applicable laws of the jurisdiction where those offers and sales occur. See “Other Regulatory and Statutory Disclosures –
Eligibility and Transfer Restrictions” on page 393.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except in compliance
with the applicable laws of such jurisdiction.

31
 FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. All statements contained in this Red Herring
Prospectus that are not statements of historical fact constitute “forward-looking statements”. All statements regarding our
expected financial condition and results of operations, business, plans and prospects are “forward-looking statements”.

These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”,
“expect”, “estimate”, “intend”, “likely to”, “seek to”, “shall”, “objective”, “plan”, “project”, “propose”, “will”, “will
continue”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies,
objectives, plans or goals are also forward-looking statements. All forward-looking statements whether made by us or any
third parties in this Red Herring Prospectus are based on our current plans, estimates, presumptions and expectations and are
subject to risks, uncertainties, expectations and assumptions about us that could cause actual results to differ materially from
those contemplated by the relevant forward-looking statement, including but not limited to, regulatory changes pertaining to
the industry in which we operate and our ability to respond to them, our ability to successfully implement our strategy, our
growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in
India and globally, which have an impact on our business activities or investments, the monetary and fiscal policies of India,
inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the
performance of the financial markets in India and globally, changes in domestic and international laws, regulations and taxes
and changes in competition in our industry.

Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited
to, the following:

• Some of our Investors have transferred 266,644 Equity Shares to Rajesh Kumar Naidu Yabaji, one of our Promoters
in the month of October 2024 as a gift/₹ 1 per Equity Share. These transfers did not involve any quid pro quo
arrangements and were not contingent on the Company achieving certain business / financial milestone or listing of
Equity Shares on the Stock Exchanges. There was no agreement subsisting prior to the DRHP to effect these
transfers and accordingly were not disclosed in the DRHP. The said transfers will result in a gain of ₹[●] million at
the upper end of the price band to Rajesh Kumar Naidu Yabaji.

• Our Company and our Subsidiary, TZF Logistics Solutions Private Limited have incurred losses and witnessed
negative operating cash flows in the past. Further, our Subsidiary, BlackBuck Finserve Private Limited, has
witnessed negative operating cash flows in the past three financial years.

• We depend on our business partners in our payments and vehicle financing offerings. Our partners in our payments
offering contribute to a significant portion of our revenues (41.04% and 42.50% of total revenue from continuing
operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and one of our FASTag Partner
Banks contributed to 29.62% and 33.51% of total revenue from continuing operations in the three months ended
June 30, 2024 and Fiscal 2024, respectively. The loss of any such partners may adversely affect our business, results
of operations and financial condition.

• Our revenues are significantly dependent on our payments and telematics offerings, which contributed 92.79% and
94.53% to our total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024,
respectively. Any negative impact on these offerings could materially affect our business, results of operations and
financial condition.

• We depend on certain key suppliers to procure a significant portion of our vehicle tracking solutions. We do not
enter into long-term agreements with these suppliers and any denial of supplies or loss of the relationship with these
suppliers or any supply chain disruption could adversely affect our business, results of operations and financial
condition.

• We are India’s largest digital platform for truck operators (in terms of number of users) in Fiscal 2024, which
comprises 27.52% of India’s truck operators (Source: Redseer Report). An inability to attract new truck operators or
retain our existing truck operators could materially and adversely affect our business, results of operations and
financial condition.

• We derive a significant portion of our revenues through commission income (41.09% and 42.86% of total revenue
from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and subscription
fees (38.37% and 39.70% of total revenue from continuing operations in the three months ended June 30, 2024 and
Fiscal 2024, respectively). Any fluctuation or negative trend in our commission income and/or subscription fees
could materially affect our business, results of operations and financial condition.

Certain information in “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations on pages 145, 163 and 354, respectively, of this Red Herring Prospectus have been
obtained from the RedSeer Report. The RedSeer Report is available on the website of our Company at
www.blackbuck.com/investor-relations.

32
For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 34, 163
and 354, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different
from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have
been estimated and are not a guarantee of future performance.

Forward-looking statements reflect current views of our Company as on the date of this Red Herring Prospectus and are not a
guarantee of future performance. There can be no assurance to investors that the expectations reflected in these forward-
looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on
such forward-looking statements and not to regard such statements to be a guarantee of our future performance.

These statements are based on our management’s belief and assumptions, which in turn are based on currently available
information. Although we believe the assumptions upon which these forward-looking statements are based on are reasonable,
any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could
be incorrect. Neither our Company, our Promoters, our Directors, KMPs, any of the Selling Shareholders, the Syndicate nor
any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come
to fruition.

In accordance with the requirements of the SEBI ICDR Regulations, our Company shall ensure that Bidders in India are
informed of material developments, in relation to statements and undertakings confirmed and undertaken by our Company,
from the date thereof until the time of the grant of listing and trading permission by the Stock Exchanges for the Offer. In
accordance with the requirements of the SEBI ICDR Regulations, each of the Selling Shareholders shall, severally and not
jointly, ensure that our Company and BRLMs are informed of material developments in relation to the statements and
undertakings specifically made or undertaken by such Selling Shareholder in relation to itself as a Selling Shareholder and its
respective portion of the Offered Shares in this Red Herring Prospectus, from the date thereof until the time of the grant of
listing and trading permission by the Stock Exchanges for the Offer. Only statements and undertakings which are specifically
confirmed or undertaken by the Selling Shareholders, as the case may be, in this Red Herring Prospectus shall, severally and
not jointly, deemed to be statements and undertakings made by such Selling Shareholders.

33
 SECTION II: RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. You should carefully consider the risks described below as
well as other information as may be disclosed in this Red Herring Prospectus before making an investment in our Equity
Shares. The risks described in this section are those that we consider to be the most significant to our business, results of
operations and financial condition as of the date of this Red Herring Prospectus. The risks set out in this section may not be
exhaustive and additional risks and uncertainties not presently known to us, or which we currently deem to be immaterial,
may arise or may become material in the future and may also impair our business. If any or a combination of the following
risks or other risks that are not currently known or are now deemed immaterial actually occur, our business, prospects,
results of operations and financial condition, cash flows, could suffer, the trading price and the value of your investment in
our Equity Shares could decline and you may lose all or part of your investment. In order to obtain an understanding of our
Company and our business, prospective investors should read this section in conjunction with “Industry Overview”, “Our
Business”, “Key Regulations and Policies”, “Financial Information”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Outstanding Litigation and Material Developments” on pages 145, 163, 190,
239, 354 and 382, respectively, as well as the other financial and statistical information contained in this Red Herring
Prospectus.

Unless specified in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the
risks mentioned below. Any potential investor in the Equity Shares should pay particular attention to the fact that we are
subject to a regulatory environment in India which may differ significantly from that in other jurisdictions. In making an
investment decision, prospective investors must rely on their own examinations of us and the terms of the Offer, including the
merits and the risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular
consequences to them of an investment in our Equity Shares.

This Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Red Herring Prospectus. For further details, see “Forward- Looking
Statements” on page 32. Unless otherwise stated or the context otherwise requires, the financial information used in this
section is derived from our Restated Consolidated Financial Statements included in this Red Herring Prospectus. For further
details, see “Financial Information” on page 239. We have also included various operational and financial performance
metrics in this Red Herring Prospectus, some of which have not been derived from the Restated Consolidated Financial
Information. The manner of calculation and presentation of some of the operational and financial performance metrics, and
the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other
jurisdictions.

Unless otherwise indicated, or if the context otherwise requires, in this section, references to “the Company” or “our
Company” are to Zinka Logistics Solutions Limited on a standalone basis, and references to “the Group”, “we”, “us”,
“our”, are to Zinka Logistics Solutions Limited and its Subsidiaries, on a consolidated basis.

In Fiscals 2024, 2023 and 2022, we also operated a corporate freight business. We made a strategic decision to transfer the
corporate freight business to a third party (the “Slump Sale”), which was completed on August 22, 2024. Thus, we have also
included in this Red Herring Prospectus, the Unaudited Pro Forma Financial Information as of and for the three months
ended June 30, 2024 and the year ended March 31, 2024. The Unaudited Pro Forma Financial Information has been
prepared to illustrate the impact of the Slump Sale and its impact on our financial position as at June 30, 2024 and March 31,
2024 as if the Slump Sale was completed on June 30, 2024 and March 31, 2024, respectively, and our financial performance
for the three months ended June 30, 2024 and the year ended March 31, 2024 as if the Slump Sale was completed as at April
1, 2024 and April 1, 2023, respectively. For further details, see “Pro forma Financial Information” on page 330 and “Risk
Factors – The Unaudited Pro Forma Financial Information included in this Red Herring Prospectus is presented for
illustrative purposes only and may not accurately reflect our future financial condition, financial position and results of
operations.” on page 58.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled “Indian
Trucking Market Opportunity Report” dated October 12, 2024 (the “Redseer Report”) prepared and released by Redseer
Strategy Consultants Private Limited and exclusively commissioned and paid for by us in connection with the Offer, pursuant
to an engagement letter dated February 27, 2024. A copy of the Redseer Report is available on the website of our Company
at www.blackbuck.com/investor-relations. Unless otherwise indicated, financial, operational, industry and other related
information derived from the Redseer Report and included herein with respect to any particular year refers to such
information for the relevant calendar year. For more information, see “—Internal Risks—Certain sections of this Red
Herring Prospectus disclose information from the Redseer Report which has been prepared exclusively for the Offer and
commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an
investment decision in the Offer is subject to inherent risks” on page 43.

34
INTERNAL RISKS

1. Some of our Investors have transferred 266,644 Equity Shares to Rajesh Kumar Naidu Yabaji, one of our
Promoters in the month of October 2024 as a gift/₹ 1 per Equity Share. These transfers did not involve any quid
pro quo arrangements and were not contingent on the Company achieving certain business / financial milestone
or listing of Equity Shares on the Stock Exchanges. There was no agreement subsisting prior to the DRHP to
effect these transfers and accordingly were not disclosed in the DRHP. The said transfers will result in a gain of
₹[●] million at the upper end of the price band to Rajesh Kumar Naidu Yabaji.

Pursuant to the (i) gift deed dated October 9, 2024 entered into between Sanjiv Rangrass and Rajesh Kumar Naidu
Yabaji; (ii) gift deed dated October 9, 2024 entered into between Mieone Holdings Private Limited and Rajesh
Kumar Naidu Yabaji; (iii) gift deed dated October 9, 2024 entered into between Miebach Consulting India Private
Limited and Rajesh Kumar Naidu Yabaji; (iv) letter agreement dated October 8, 2024 entered into between Sands
Capital Private Growth II Limited, Sands Capital Private Growth Limited, PCC Cell D and Rajesh Kumar Naidu
Yabaji; and (v) letter agreement dated October 8, 2024 entered into between International Finance Corporation and
Rajesh Kumar Naidu Yabaji, 266,644 Equity Shares of face value of ₹1 each were transferred to one of the
Promoters, Rajesh Kumar Naidu Yabaji as a gift or at a nominal value of ₹1 per Equity Share. Such aforesaid gift
deeds or letter agreements, as applicable, were entered into pursuant to discussion and mutual negotiations between
Rajesh Kumar Naidu Yabaji and (a) Sanjiv Rangrass; (b) Mieone Holdings Private Limited; (c) Miebach Consulting
India Private Limited; (d) Sands Capital Private Growth II Limited; (e) Sands Capital Private Growth Limited PCC,
Cell D; and (f) International Finance Corporation. The said transfers will result in a gain of ₹[●] million at the upper
end of the price band to Rajesh Kumar Naidu Yabaji. The aforesaid transfers did not involve any quid pro quo
arrangement with any of the parties involved. Further, there was no subsisting arrangement in this regard prior to
filing of the DRHP. Further there is no quid pro quo arrangement subsisting as on date, which may result in transfer
of shares without consideration and / or transfer of money / consideration / compensation of any nature, in a future
date to the Promoters / senior management. Further, these transfers were not contingent on the Company achieving
certain business / financial milestone or listing of Equity Shares on the Stock Exchanges. For details in relation to
such transfers, see “Capital Structure – History of the Equity Share capital held by our Promoters - Build-up of the
Equity shareholding of our Promoters in our Company” on page 104. The price at which the said Equity Shares have
been transferred may be lower than the Offer Price and is not indicative of the price at which they will be issued or
traded after listing. Pursuant to the said transfers, our Promoters will ensure all compliances required under the
provisions of the Income Tax Act.

2. Our Company and our Subsidiary, TZF Logistics Solutions Private Limited have incurred losses and witnessed
negative operating cash flows in the past. Further, our Subsidiary, BlackBuck Finserve Private Limited, has
witnessed negative operating cash flows in the past three financial years.

Our Company and our Subsidiary, TZF Logistics Solutions Private Limited (“TZF Logistics”), have incurred losses
and witnessed negative operating cash flows in the past. Further, our Subsidiary, BlackBuck Finserve Private
Limited (“BlackBuck Finserve”), has witnessed negative operating cash flows in the past. Set out below are details
of such losses and negative operating cash flows for the periods/years indicated:

Particulars Fiscal
2024 2023 2022
Profit/(loss) before tax (₹ million)
Our Company(1) (1,944.97) (2,971.46) (2,934.20)
TZF Logistics(2) (1.75) 1.42 18.96
Net cash generated from/(used in) operating activities
(₹ million)
Our Company(1) 576.93 (1,250.50) (789.50)
BlackBuck Finserve(2) (125.40) (1.00) 0.50
TZF Logistics(2) (0.44) 1.02 (37.97)
Notes:
(1)
Represents our Company’s loss before tax from the standalone audited financial statements for the periods/years indicated.
(2)
Represents financial information derived from the standalone audited financial statements of the respective entities for the periods/years
indicated.

With a view to grow our business, we have made significant investments towards sales and marketing and building
our distribution channels to improve our reach, the market visibility of our brand, drive effective engagement with
existing customers and acquire new customers. Our Company’s sales and marketing expenses in the three months
ended June 30, 2024 and Fiscals 2024, 2023 and 2022 were ₹460.13 million, ₹1,577.77 million, ₹1,777.10 million
and ₹1,028.71 million, respectively, representing 50.28%, 32.64%, 41.16% and 26.63%, respectively, of our
Company’s total expenses during the same years, on a standalone basis. In addition, we also undertake continuous
product development to innovate and build new service offerings. For more details, see “Objects of the Offer –
Details of the Objects” on page 121. We expect our operating expenses to increase as we continue to invest to grow
our current offerings and develop new offerings, upgrade our technical infrastructure, maintain and expand our
workforce and personnel engaged in development of products and technology, new business initiatives and expand
our on-roll and off-roll sales capabilities. There can be no assurance that any of our initiatives will be successful or

35
 result in increased revenue. Any failure to increase our revenues sufficiently to keep pace with our investments and
other expenses could prevent us from achieving or maintaining profitability or positive cash flow in the future. In
addition, we intend to further invest into our subsidiary, BlackBuck Finserve, and augment its capital base to support
future growth in the vehicle-financing business, which could subject us to additional liabilities. If we fail to achieve
or maintain profitability or if we continue to have negative cash flows in the future, our business, results of
operations and financial condition could be adversely affected.

3. We depend on our business partners in our payments and vehicle financing offerings. Our partners in our
payments offering contribute to a significant portion of our revenues (41.04% and 42.50% of total revenue from
continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and one of our
FASTag Partner Banks contributed to 29.62% and 33.51% of total revenue from continuing operations in the
three months ended June 30, 2024 and Fiscal 2024, respectively. The loss of any such partners may adversely
affect our business, results of operations and financial condition.

Our business is dependent on revenues generated from our key strategic partners in our payments and vehicle
financing offerings. Our partners in the payments offering include: (i) oil marketing companies through whom we
provide fueling payments solutions (“OMC Partners”); and (ii) issuer bank partners through whom we provide
FASTags (“FASTag Partner Banks”). Further we provide vehicle financing to our customers through our vehicle
financing partners (“Financial Partners”). In particular, we derive a significant portion of our revenues from one of
our FASTag Partner Banks. Set out below are details of the contribution to our revenue from continuing operations,
from each of these partners for the periods/years indicated:

Offering Partner Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Amoun % of Amoun % of Amount % of Amoun % of Amoun % of
t (₹ total t (₹ total (₹ total t (₹ total t (₹ total
million) revenu million revenu million) revenu million) revenu million) revenue
e from ) e from e from e from from
continu continu continu continu continu
ing ing ing ing ing
operati operati operati operati operati
ons ons ons ons ons
Payments(1) OMC OMC 27.30 2.96% 17.29 2.91% 84.76 2.85% 71.30 4.06% 52.28 4.38%
Partners Partner
1(3)
OMC - - 2.24 0.38% 10.31 0.35% 4.06 0.23% - -
Partner
2(3)
OMC 10.99 1.19% 2.04 0.34% 24.85 0.84% 4.81 0.27% 26.00 2.18%
Partner
3(3)
FASTag FASTag 272.97 29.62% 218.04 36.67% 995.12 33.51% 698.16 39.74% 641.32 53.75%
Partner Partner
Banks Bank 1(3)
FASTag 66.95 7.26% 23.59 3.97% 147.01 4.95% 70.13 3.99% 43.79 3.67%
Partner
Bank 2(3)
Total 378.21 41.04% 263.20 44.26% 1,262.05 42.50% 848.46 48.30% 763.39 63.98%
Vehicle Financial Financial 10.96 1.19% 20.65 3.47% 55.85 1.88% 4.37 0.25% - -
Financing(2) Partners Partner
1(3)
Financial 27.80 3.02% - - 25.93 0.87% - - - -
Partner
2(3)
Total 38.76 4.21% 20.65 3.47% 81.78 2.75% 4.37 0.25% - -
Notes:
(1) Revenue from OMC Partners and FASTag Partner Banks consists of commission income received from such partners.
(2) Revenue from Financial Partners consists of service fees received from such partners.
(3) The names of these business partners are not being disclosed due to non-receipt of consent from these partners. We requested for consent
from these business partners for inclusion of their names in this Red Herring Prospectus through multiple emails between May 22, 2024 and
June 19, 2024.

The operations of our payments and vehicle financing offerings are significantly dependent on our continuing
relationship with certain of these strategic partners and any premature termination or non-renewal of our
arrangements or revisions in the terms of our arrangements by any of these partners may expose us to the risks of
disruption in our operations, loss of revenue and related customer dissatisfaction. Any of these occurrences could
adversely affect our business, results of operations and financial condition.

Further, we enter into agreements with our OMC Partners, FASTag Partner Banks and Financial Partners pursuant to
which these partners have the right to terminate or cancel such agreements with prior written notice. Our OMC
Partners also have the right to terminate their loyalty programs, under which fueling payment solutions are issued to

36
 customers, at any time without prior notice, which may require us to withdraw the fueling payment solutions
distributed to customers and we may cease to generate any revenue from such OMC Partners. If we are required to
find alternative issuer bank partners, oil marketing companies or vehicle financing partners, we may incur additional
expenses or may be unsuccessful in finding such alternative partners at all. The process of onboarding a new
business partner involves business planning, negotiations, due diligence, legal compliance and technical integration,
all of which could potentially take several months to over a year. While we have not faced any instances where our
OMC Partners, FASTag Partner Banks or Financial Partners have prematurely terminated their agreements with us
in the three months ended June 30, 2024 and Fiscals 2024, 2023 and 2022, there can be no assurance that such
instances will not occur in the future.

For further details, see “– Internal Risks – We enter into non-exclusive agreements with our business partners and
certain of these agreements may be terminated by our partners without cause. Any early termination or non-renewal
of such agreements may adversely affect our business, results of operations and financial condition.” on page 41.

4. Our revenues are significantly dependent on our payments and telematics offerings, which contributed 92.79%
and 94.53% to our total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal
2024, respectively. Any negative impact on these offerings could materially affect our business, results of
operations and financial condition.

Our platform provides our customers with payments, telematics, loads marketplace and vehicle financing offerings.
We derive a significant portion of our revenues from our payments (which includes our tolling and fueling offerings)
and telematics offerings (which includes vehicle tracking and fuel monitoring solutions). Our payments offering
enable truck operators to make payments for tolls and fuel efficiently and securely through our platform. Telematics
solutions provide truck operators real-time visibility into fleet movements, route optimization and enhanced fuel
management and helps to increase cost savings and improve efficiency. Set out below are details of revenue
contribution from our offerings for the periods/years indicated:

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Amount % of Amount % of Amount % of Amount % of Amount % of
(₹ total (₹ total (₹ total (₹ total (₹ total
million) revenue million) revenue million) revenue million) revenue million) revenue
from from from from from
continuin continuin continuin continuin continuin
g g g g g
operation operation operatio operatio operatio
s s ns ns ns
Payments and 855.23 92.79% 558.85 93.98% 2,806.88 94.53% 1,708.01 97.22% 1,177.18 98.65%
Telematics
Other offerings 66.43 7.21% 35.82 6.02% 162.34 5.47% 48.79 2.78% 16.08 1.35%
Total 921.66 100.00% 594.67 100.00% 2,969.22 100.00% 1,756.80 100.00% 1,193.26 100.00%
Note: Revenue from payments and telematics offerings comprises commission income received from business partners and subscription fees and
service fees received from customers.

Any event which impacts our payments and telematics offerings, including any changes in the program management
fees determined by the government or other regulatory changes, the introduction of new payment methods,
advancements in electronic toll collection technologies, changes in the global trade policies and supplies, changes in
economic conditions and consumer preferences and increased competition, could have a material adverse effect on
our business, results of operations and financial condition. For further details, see “- Internal Risks - Our business is
subject to various laws and regulations which are constantly evolving. If we are deemed to be not in compliance
with any of these laws and regulations, our business, results of operations and financial condition may be materially
and adversely affected” on page 41.

Any failure to expand our payments and telematics offerings, which depend on among other things, customer
acceptance of our products and services, increased competition and our ability to broaden the scope of our offerings,
develop new technologies, enhance the functionality of our offerings and respond to the needs of our customers, may
inhibit the growth of our business. Further, if the demand for our payments and telematics offerings does not grow
according to expectations or if we are unable to effectively compete with other market players, our business, results
of operations and financial condition may be adversely affected. In addition, for our telematics offerings, we are
dependent on certain key suppliers with whom we do not enter into long-terms agreements. For further details, see “-
Internal Risks - We depend on certain key suppliers to procure a significant portion of our vehicle tracking
solutions. We do not enter into long-term agreements with these suppliers and any denial of supplies or loss of the
relationship with these suppliers or any supply chain disruption could adversely affect our business, results of
operations and financial condition.” on page 37. While we have not faced any instances that have materially
impacted our payments and telematics offerings in the three months ended June 30, 2024 and Fiscals 2024, 2023 and
2022, there can be no assurance that such instances will not occur in the future.

5. We depend on certain key suppliers to procure a significant portion of our vehicle tracking solutions. We do not
enter into long-term agreements with these suppliers and any denial of supplies or loss of the relationship with
37
 these suppliers or any supply chain disruption could adversely affect our business, results of operations and
financial condition.

We are dependent on certain key suppliers for purchasing our vehicle tracking solutions. Vehicle tracking solutions
provide our customers with real-time location tracking as well as enable them to track driver behavior, such as over-
speeding, harsh braking and harsh acceleration, theft protection, geo-fence-based alerts, which can alert the truck
operator when a driver deviates from their route and delivery time estimation, all of which can be tracked on the
BlackBuck App. Set forth below are details of our purchases from our top three suppliers for the periods/years
indicated:

Particulars Three months ended Fiscal

June 30, 2024 2024 2023 2022
Geographical area (state/city)
Supplier 1 Delhi Delhi Haryana Delhi
Supplier 2 West Bengal West Bengal Delhi Delhi
Supplier 3 Rajasthan Delhi Haryana Haryana
Note: Supplier 1, Suppler 2 and Supplier 3 are the top three suppliers in terms of our purchases of vehicle tracking solutions for each of the
respective periods/years and may not necessarily be the same suppliers. The names of these suppliers are not being disclosed due to non-receipt
of consent from these suppliers.

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Amount % of Amount % of Amount % of total Amount % of total Amount % of total
(₹ total (₹ total (₹ million) purchases (₹ million) purchases (₹ million) purchases
million) purchase million) purchase of vehicle of vehicle of vehicle
s of s of tracking tracking tracking
vehicle vehicle solutions solutions solutions
tracking tracking
solutions solutions
Supplier 1 35.69 80.71% 31.10 43.77% 110.52 34.96% 70.25 46.12% 109.74 51.23%
Supplier 2 2.76 6.25% 17.19 24.20% 102.24 32.34% 42.31 27.78% 51.54 24.06%
Supplier 3 1.90 4.29% 11.44 16.10% 45.88 14.51% 25.56 16.78% 16.77 7.83%
Total 40.35 91.25% 59.73 84.07% 258.64 81.81% 138.12 90.68% 178.05 83.12%
Note: Supplier 1, Suppler 2 and Supplier 3 are the top three suppliers in terms of our purchases of vehicle tracking solutions for each of the
respective periods/years and may not necessarily be the same suppliers. The names of these suppliers are not being disclosed due to non-receipt
of consent from these suppliers.

We procure our supplies from these suppliers on the basis of short-term arrangements, typically through purchase
orders. In addition to the supply of vehicle tracking solutions, these suppliers typically also provide software,
installation services, trainings, support and on-ground servicing to our customers for the first year after purchase. In
the absence of exclusive or long- term contracts, our suppliers may not be obligated to supply their products to us
and/or may choose to sell their products to our competitors. If we were to experience a significant or prolonged
shortage of supplies or we are denied supplies from any of our suppliers and cannot procure those supplies from
other sources, our ability to install and service our vehicle tracking solutions may be impacted, which in turn may
have an adverse impact on our business, results of operations and financial condition. While we have not faced any
instances of interruptions in the timely delivery of supplies that led to any adverse effect on our business or
operations in the three months ended June 30, 2024 and Fiscals 2024, 2023 and 2022, there can be no assurance that
such instances will not occur in the future. Non-availability or inadequate quantity or quality of vehicle tracking
solutions could have a material adverse effect on our business, results of operations and financial condition.

Further, a majority of our supplies of vehicle tracking solutions were procured from suppliers located in Delhi and
West Bengal in Fiscal 2024, and from suppliers located in Delhi and Haryana in Fiscals 2022 and 2023. Any
significant disruption, including due to social, political or economic factors or natural calamities or civil disruptions,
impacting these regions of India may interrupt our operations and affect our ability to provide quality products and
services to our customers in a timely manner.

In addition, these suppliers may import their supplies from certain geographies outside India. Accordingly, the price
and availability of our vehicle tracking solutions are susceptible to international trade risks and other international
economic conditions. Any supply chain disruption faced by our suppliers may in turn significantly impact their
ability to supply to us and our ability to provide these devices to our customers. Changes in tariffs or other political,
economic and social measures that directly or indirectly impact the availability or price of these devices could have a
material adverse effect on our business, results of operations and financial condition. While we implement inventory
management practices and have not faced any disruption in the procurement of our vehicle tracking solutions in the
three months ended June 30, 2024 and Fiscal 2024, 2023 and 2022, there can be no assurance that we will not
encounter any disruption in the supply of vehicle tracking solutions in the future.

6. We are India’s largest digital platform for truck operators (in terms of number of users) in Fiscal 2024, which
comprises 27.52% of India’s truck operators (Source: Redseer Report). An inability to attract new truck operators
38
 or retain our existing truck operators could materially and adversely affect our business, results of operations and
financial condition.

Our success depends on our ability to retain and increase the scale of our network by maintaining our existing
customer base of truck operators as well as attracting new truck operators to our platform. Our ability to refine our
offerings and increase our cross-selling opportunities are significantly dependent on the number of truck operators
using our platform. Our platform gathers additional data as more truck operators utilize our services which in turn
enables us to enhance our service offerings. For instance, in our loads marketplace offering, this would foster more
efficient load matching. If our service quality diminishes or we are unable to build trust among our truck operators or
our competitors’ services achieve greater market adoption in respect of any of our offerings, our customers may
switch over to our competitors’ platforms and our growth and revenues may be adversely impacted. Our platform
retained 93.51% (in the first year), 76.04% (in the second year) and 66.25% (in the third year) of the annual
transacting truck operators who transacted on our platform for the first time in Fiscal 2021. Our platform retained
87.82% (in the first year) and 64.36% (in the second year) of the annual transacting truck operators who transacted
on our platform for the first time in Fiscal 2022. Similarly, our platform retained 85.52% of the annual transacting
truck operators in the first year, who transacted on our platform for the first time in Fiscal 2023. Our retention rate in
the first year and second year reduced for the Fiscal 2022 and Fiscal 2023 cohorts compared to the Fiscal 2021
cohorts due to the substantial increase in the number of truck operators onboarded in Fiscal 2022 and Fiscal 2023,
given the Fiscal 2021 cohort was impacted by the COVID-19 pandemic. While we have been successful in growing
our customer base of transacting truck operators from 482,446 in Fiscal 2022 to 963,345 in Fiscal 2024 (average
monthly transacting truck operators increased from 261,304 in Fiscal 2022 to 597,638 in Fiscal 2024), there can be
no assurance that we will be able to continue increasing our base of transacting truck operators. Set out below are
details of our contribution margin for the periods/years indicated:

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Amount (₹ million)
Contribution margin 917.06 586.15 2,883.48 1,769.19 1,322.33
Note: Contribution margin is defined as Total Income excluding other gains/ losses (net) from continuing operations, minus the direct costs
associated with delivering service activities.

If we are unable to foresee or respond effectively to changes in consumer preferences or compete effectively with
pricing pressures, demand for our offerings may decline, thereby reducing our margins, sales, revenue and market
share and preventing us from acquiring new truck operators and retaining existing truck operators, which in turn may
adversely affect our business, results of operations and financial condition.

7. We derive a significant portion of our revenues through commission income (41.09% and 42.86% of total revenue
from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and
subscription fees (38.37% and 39.70% of total revenue from continuing operations in the three months ended
June 30, 2024 and Fiscal 2024, respectively). Any fluctuation or negative trend in our commission income and/or
subscription fees could materially affect our business, results of operations and financial condition.

Our primary sources of revenue are generated through our payments (tolling and fueling), telematics, loads
marketplace and vehicle financing offerings which include: (a) commission margins from FASTag Bank Partners on
the toll transaction flowthrough; (b) commission margin from OMCs in fueling transaction flowthrough; (c)
subscription fees charged to truck operators; (d) subscription fees charged to shippers; and (e) interest income, loan
service fees and other fees charged to borrowers in the process of loan disbursal and collections. We derive a
significant portion of our revenues from our commission income and subscription fees. Set out below is a breakdown
of our revenue from continuing operations for the period/years indicated:

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Amount % of total Amount % of Amount % of total Amount % of Amount % of
(₹ revenue (₹ total (₹ revenue (₹ total (₹ total
million) from million) revenue million) from million) revenue million) revenue
continuin from continuing from from
g continuin operations continui continui
operation g ng ng
s operation operatio operatio
s ns ns
Commission income 378.75 41.09% 267.91 45.05% 1,272.46 42.86% 880.64 50.13% 750.99 62.94%
Subscription fees 353.65 38.37% 227.98 38.34% 1,178.89 39.70% 742.75 42.28% 391.09 32.78%
Service fees 178.42 19.36% 98.78 16.61% 509.51 17.16% 132.79 7.56% 44.46 3.73%
Others* 10.84 1.18% - - 8.36 0.28% 0.62 0.04% 6.72 0.56%
Revenue from 921.66 100.00% 594.67 100.00% 2,969.22 100.00% 1,756.80 100.00% 1,193.26 100.00%
continuing operations
* Others includes interest income from loans given, and revenues from other ancillary activities, which do not fall under any of the previous
categories of revenue

39
 Our revenues including our commission income and subscription fees may be impacted due to various
macroeconomic and microeconomic factors, many of which are beyond our control. Certain of these events include
introduction of alternate payment methods, changes in key government regulations and policies (including any
changes in the program management fees determined by the government), advancements in technology including in
relation to toll collection, changes in customer preference or acceptance of our products and services, increased
competition and changes in the global trade policies and supplies, any of which could have a material adverse effect
on our business, results of operations and financial condition. For example, the National Highways Authority of
India (“NHAI”) reduced the program management fees for FASTag transactions from 1.50% to 1.00% in March
2022 (Source: Redseer Report), which led to an adverse impact on commission revenue in our tolling business.
There can be no assurance that government or regulatory authorities will not reduce fees or implement other changes
in the future that may lead to a material adverse effect on our business, results of operations and financial condition.

8. We have in the past failed to file certain forms with RBI for certain allotments made by our Company, within the
prescribed timelines and have compounded such delays under FEMA, 1999 and the rules made thereunder and
paid the compounding fee. We have also paid late submission fees for delays in filing of forms with RBI in respect
of certain allotments made by our Company and direct investments made by our Company in our Subsidiaries.

In relation to allotment of Series B CCPS dated January 13, 2016, Series B1 CCPS dated February 2, 2017, Series C
CCPS dated February 2, 2017 and Equity Shares dated February 2, 2017 there were certain delays in filing of Form
ARF and, in relation to allotment of Equity Shares dated February 2, 2017 and Series C CCPS dated February 2,
2017 there were certain delays in filing of Form FCGPR with the RBI in contravention of paragraph 9(1)(A) and
9(1)(B) of Schedule 1 to Notification No. FEMA 20/2000-RB dated May 3, 2000. Our Company was directed by the
RBI pursuant to its letters dated (i) April 15, 2019 in relation to Equity Share allotment dated February 2, 2017; (ii)
April 4, 2018 for Series B CCPS allotment dated January 13, 2016; (iii) September 27, 2018 for Series B1 CCPS
allotment dated February 2, 2017; and (iv) April 15, 2019 for Series C CCPS allotment dated February 2, 2017 to
apply for compounding. Accordingly, our Company has filed a compounding application dated March 8, 2024 (the
“Compounding Application”) to regularize these delays in filing Form ARF and Form FCGPR. Pursuant to its e-
mails dated April 8, 2024, May 7, 2024 and May 14, 2024, RBI directed our Company to provide certain additional
information in relation to the Compounding Application. Our Company pursuant to its e-mails dated April 10, 2024
and May 15, 2024 provided the required information to RBI. Pursuant to an order dated May 22, 2024, the RBI
compounded the above-mentioned contraventions in terms of the Foreign Exchange Management Act, 1999 and
Foreign Exchange (Compounding Proceedings) Rules, 2000 and directed our Company to pay ₹428,500
(“Compounding Order”). Pursuant to the Compounding Order, our Company paid the required amount on May 23,
2024 and a certificate acknowledging the payment was issued by RBI on June 10, 2024. Additionally, our Company
has also in the past, been instructed to pay and has paid late submission fees amounting to ₹0.43 million for delays in
reporting of certain allotments to the RBI. Our Company had allotted Equity Shares by way of bonus issuance to its
shareholders on June 7, 2024. Our Company had failed to file Form FCGPR with RBI within the prescribed
timelines consequent to which RBI approved the submission of the FCGPR subject to payment of late submission
fee for the contravention under paragraph 4.1 of notification number FEMA.395 2019-RB. The Company was
advised to approach RBI seeking confirmation on late submission fee amount. The Company has sought
confirmation on the amount of the late submission fee from RBI and as on date of this Red Herring Prospectus is yet
to receive a confirmation on the amount to be paid.

Further, TZF Logistics Solutions Private Limited, ZZ Logistics Solutions Private Limited, our Subsidiaries and our
Company on behalf of BlackBuck Finserve Private Limited has also in the past, been instructed by the RBI to pay
and has paid late submission fees / penalty amounting to ₹0.01 million for delays in reporting of investment in Form
DI made by our Company in our Subsidiaries. If we are subject to any further penalties or other regulatory actions
under provisions of FEMA, our reputation could be adversely affected. There can be no assurance that such lapses
will not occur in the future, or that we will be able to rectify or mitigate such lapses in a timely manner, or at all.

9. We intend to utilize a part of the Net Proceeds towards investment in Blackbuck Finserve Private Limited, our
NBFC subsidiary, which does not have an established operating history, for financing the augmentation of its
capital base to meet its future capital requirements.

BFPL was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of
incorporation dated January 29, 2019, issued by the RoC. BFPL received its non-deposit-taking NBFC license on
August 1, 2023 and commenced lending operations in October 2023. BFPL does not have an established operating
history as the NBFC by which its past performance may be assessed which may make it difficult for our investors to
assess its future performance and growth prospects. Our Company intends to augment the capital base of BFPL to
support the future growth in the NBFC business and accordingly, our Company intends to utilise a part of the Net
Proceeds amounting to ₹1,400.00 million to make a further investment in BFPL. This investment shall be carried out
in either in the form of debt or equity, which will be determined by our Company at the time of making such
investment. For further details, see “Objects of the Offer” beginning on page 120. There can be no assurance that
BFPL will be able to generate sufficient revenue for its operations to undertake lending operations. Further, we
cannot assure that the future performance of BFPL will be consistent with its historical audited financial summary
included in this Red Herring Prospectus.

40
10. We avail certain services of third-party service providers for our platform to implement our sales and service
strategy, and any disruption of or interference with our use of such service could adversely affect our business,
results of operations and financial condition.

We rely on certain third-party providers for various services. Set out below are details of our on-roll and off-roll
employees and other third party agents and channel partners as of the dated indicated:

Particulars As of June 30, As of March 31,

2024 2023 2024 2023 2022
On-roll employees(1) 1,849 1,713 1,783 1,791 1,480
Off-roll employees(2) 3,688 2,628 3,638 2,749 4,299
Third party agents and channel partners(3) 4,174 3,232 3,974 3,100 1,634
Notes:
(1) On-roll employees represent employees that are directly employed by the Company
(2) Off-roll employees represent workers that are not on the Company's direct payroll and are engaged and managed through a third-party
agency on a contractual basis
(3) Third party agents and channel partners include independent contractors that work on a principle-to-principle commission basis to
distribute products or services of the Company

We depend significantly on these employees and other third party agents and channel partners to reach out to new
customers, as well as cross-sell/upsell our products to existing customers. Any disruption in the supply of manpower
faced by these third-party agencies or in supply of services provided by third parties with whom we have engaged
could significantly impact our sales and service strategy. We are also dependent on one technology service provider
that provides us cloud hosting, data processing and storage and another service provider for mapping and navigation.
These service providers may face slowdown or disruption in their operations due to various factors such as
infrastructure changes, human or software errors and website hosting disruptions, over which we do not have any
control. Our platform’s continuing and uninterrupted performance is critical to our success. We have not experienced
any interruptions, delays and outages in service from these third-party service providers in the three months ended
June 30, 2024 and Fiscals 2024, 2023 and 2022 that led to a material adverse impact on our business or financial
condition. However, there can be no assurance that such instances will not occur in the future which could lead to
significant loss of revenue, increase our costs, and impair our ability to attract new customers, any of which may
adversely affect our business, results of operations and financial condition.

11. Our business operations are subject to various laws and regulations which are constantly evolving. If we, or any
such business arrangements with counterparties, are deemed to be not in compliance with any of these laws and
regulations, our business, results of operations and financial condition may be materially and adversely affected.

Compliance with laws and regulations applicable to our operations, including in relation to tolling, fueling, prepaid
payment instruments, vehicle financing and privacy and data protection may involve significant costs and may
otherwise impose restrictions on our operations. Further, the scope of services under certain of our business
arrangements, including with FASTag Partner Banks and Financial Partners, are subject to modification in
consonance with applicable law governing such arrangements. There can be no assurance that the laws, or the
interpretation or enforcement of such laws, governing us and our operations will not change in the future. For
instance, we generate revenues in the nature of commissions from our FASTag Partner Banks which is dependent on
government determined program management fees. The National Highways Authority of India (“NHAI”) reduced
program management fees for FASTag transactions from 1.50% to 1.00% in March 2022 (Source: Redseer Report),
which led to an adverse impact on commission revenue in our tolling business. There can be no assurance that
government or regulatory authorities will not reduce fees or implement other changes in the future that may lead to a
material adverse effect on our business, results of operations and financial condition.

Further, the Government of India is planning on implementing global navigation satellite system (“GNSS”) based
toll collection to enhance toll collection efficiency in India. GNSS toll collection eliminates the need for physical toll
booths. While the global expression of interest issued by the NHAI on June 7, 2024, contemplates that GNSS toll
collection systems will work in conjunction with FASTags, there is uncertainty on the implementation of the GNSS
toll collection systems, including regarding the payment of programme management (or equivalent) fees.

Further, our business arrangements with FASTag Partner Banks and Financial Partners are regulated business
arrangements under the relevant frameworks issued by the RBI, as applicable to banks (including small finance
banks) and NBFCs in India. For instance, we act as business correspondents for our FASTag Partner Bank and one
of the Financial Partners. In this respect, RBI has issued the BC Guidelines applicable to banks which, among others,
lay down the scope of permitted services to be undertaken by business correspondents, framework for payment of
fees and commissions, and certain consumer protection measures. The BC Guidelines also require that any such
arrangements are in compliance with the Outsourcing of Financial Services (Banks) Guidelines, which state that
banks cannot outsource core decision-making functions, including sanction for loans. Under the BC Guidelines and
Outsourcing of Financial Services (Banks) Guidelines, the banks will be fully responsible for any activities
outsourced to business correspondents. The RBI also regulates outsourcing of activities to third parties ( such as our
Company) by NBFCs. However, outsourcing of core decision-making functions (such as sanction of loans) is
prohibited. RBI has also issued the Digital Lending Guidelines applicable to any digital lending extended by, among
others, all commercial banks and NBFCs. In this respect, for any outsourced digital lending agreements between
41
 such regulated entities and lending service providers, RBI has also capped any default loss guarantee cover at five
per cent of the amount of loan portfolio.

In reference to the loads marketplace, the Company’s obligation is to match truck operators (who need loads) with
shippers (who are looking for trucks) across commodities, load weights, truck types and distance ranges. The
Company is not involved in transport transactions other than the matching as described above. Further the same has
been documented in our terms of use which truck operators and shippers agree to before using our loads marketplace
offering.

While we believe our business arrangements with such regulated entities to be compliant with the applicable
regulatory framework, we cannot assure you that the RBI will not take a different view, including during their
inspection of the regulatory entities’ operations or otherwise. In the event RBI identifies any such non-compliance, it
may direct our partners to suspend, terminate or amend their business arrangements with us, to the extent of any
identified non-compliance. Any such suspension, termination or amendment could have a material adverse effect on
our business, results of operations and financial condition. While we have not faced any such instances in the three
months ended June 30, 2024 and Fiscals 2024, 2023 and 2022, there can be no assurance that such instances will not
occur in the future.

Further, our Subsidiary, BlackBuck Finserve, is regulated principally by and has reporting obligations to the RBI. It
is subject to the RBI’s regulations relating to NBFCs, including as to exposure and other prudential norms. The RBI
also regulates the credit flow from banks to NBFCs and provides guidelines to commercial banks with respect to
their investment and credit exposure norms for lending to NBFCs. The RBI’s regulation of NBFCs could change in
the future, which in turn may require us to restructure our activities, incur additional cost, restrict access to credit
from banks, or otherwise adversely affect our business, results of operations and financial condition.

12. We enter into non-exclusive agreements with our business partners and certain of these agreements may be
terminated by our partners without cause. Any early termination or non-renewal of such agreements may
adversely affect our business, results of operations and financial condition.

We enter into non-exclusive agreements with our OMC Partners, FASTag Partner Banks and Financial Partners for
terms up to 20 years. Also see, “- Internal Risks - We depend on our business partners in our payments and vehicle
financing offerings. Our partners in our payments offering contribute to a significant portion of our revenues
(41.04% and 42.50% of total revenue from continuing operations in the three months ended June 30, 2024 and
Fiscal 2024, respectively) and one of our FASTag Partner Banks contributed to 29.62% and 33.51% of total revenue
from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively. The loss of any
such partners may adversely affect our business, results of operations and financial condition” on page 35. Certain
of our agreements with these partners may be terminated or cancelled voluntarily by our partners with prior written
notice of 30 days to three months. Certain our partners are also entitled to terminate the agreement at any time on the
occurrence of specified events including: (a) change in control of our Company in accordance with the terms of the
agreement; and (b) breach by our Company of any of the representations, warranties, terms and conditions of the
relevant agreement, among others. In addition, our partners are also entitled to claims of damages and/or indemnity
due to non-performance or breach of any provision of the agreements (such as misrepresentation of facts or
documents pertaining to any product, confidentiality, change in status of any approval required by our Company to
offer the relevant services) by us or our representatives. Further, upon expiry of the stipulated term of our
agreements, our partners may decide to change the terms of our arrangements or not renew our arrangements at all in
the future. The non-exclusive nature of our agreements also entitles our partners to engage with our competitors,
which could be prejudicial to our business, results of operations and financial condition. Apart from such
agreements, we have not entered into any material agreements with our business partners which we believe could be
prejudicial to the interest of investors.

If any of our partners terminated our arrangement prematurely, we may be exposed to the risk of significant
disruption in our operations, loss of revenue and related customer dissatisfaction, which would materially and
adversely impact our business and operations. If we are required to find alternative issuer bank partners, oil
marketing companies or vehicle financing partners, including due to non-renewal of any existing agreements upon
expiry of the stipulated term, we may incur additional expenses and may be required to invest considerable resources
in complying with the requirements of our new partners. We could also face delays in renewal of existing
agreements with our partners, leading to operational uncertainty in the interim, lack of formal, long-term
arrangements, and significant management resources deployed towards negotiations with the partners. For instance,
our previous agreement with one of our OMC Partners expired in Fiscal 2023, and was recently renewed
retrospectively, with effect from such expiry. There can be no assurance that such instances will not occur in the
future and we cannot assure you that renewal of expired agreements will happen at similar or favourable terms as
compared to the current arrangements, or at all. The occurrence of any such event in the future may adversely affect
our business, results of operations and financial condition.

13. Our business requires significant sales and marketing initiatives contributing to an increase in our operating
expenses, which may adversely impact our business, results of operations and financial condition.

42
 Our sales and marketing initiatives are critical to our business operations and growth. Our sales and marketing
initiatives include digital marketing campaign, development and distribution of marketing collaterals such as
marketing videos, presence of our on-ground sales and marketing workforce across geographies in key transport
hubs and toll plazas, on-boarding of channel partners for developing reach and presence of our product and service
offerings across geographies, and tele-based inbound and outbound communication. Further, we intend to use a part
of the Net Proceeds to invest in sales and marketing. For further information, see “Objects of the Offer – Details of
the Objects” on page 121.

Further, we undertake these sales and marketing initiatives to maintain, protect and enhance our brand, BlackBuck,
in order to expand our existing customer base and increase their engagement with our platform. If we are unable to
maintain or enhance customer awareness in a cost-effective manner, our brand, business, results of operations and
financial condition could be negatively impacted. Further, negative publicity about us, including potential issues
with our technology, data privacy breaches and complaints about our personnel or customer service, could diminish
confidence in, and the use of, our services, which could harm our business, results of operations and financial
condition. Set out below are details of our Company’s sales and marketing expenses on a standalone basis for the
periods/years indicated:

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Amount % of Amount % of Amount % of Amount % of Amount % of
(₹ total (₹ total (₹ total (₹ total (₹ total
million) expenses million) expenses million) expenses million) expenses million) expenses
On-roll sales personnel 174.16 19.03% 164.42 16.84% 619.54 12.82% 757.86 17.55% 358.69 9.29%
cost
Off-roll sales personnel 180.91 19.77% 121.06 12.40% 604.64 12.51% 688.72 15.95% 490.46 12.70%
cost
Sales and marketing 91.52 10.00% 10.58 1.08% 296.40 6.13% 149.01 3.45% - -
agency cost
Digital marketing cost 13.54 1.48% 16.25 1.66% 57.19 1.18% 181.51 4.20% 179.56 4.65%
Total sales and 460.13 50.28% 312.31 31.89% 1,577.77 32.64% 1,777.10 41.16% 1,028.71 26.63%
marketing costs

Further, set out below are details of our employee costs and benefits and manpower services expenses for the
periods/years indicated, which primarily relate to costs incurred towards engaging our sales, distribution and
marketing personnel:

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
(₹ % of (₹ % of (₹ % of (₹ % of (₹ % of
million) total million) total million) total million) total million) total
income income income income income
Employee Benefit 354.55 36.06% 363.88 56.54% 1,374.17 43.42% 1,628.79 83.49% 1,262.30 80.85%
Expenses (excluding
employee share based
payment expenses)
Manpower and Agency 285.49 29.03% 155.14 24.11% 971.01 30.68% 1,098.06 56.28% 723.43 46.34%
services
Note: Percentage of total income refers to expenses in the above table divided by total income from continuing operations as per the Restated
Consolidated Financial Information.

Our sales and marketing and brand building activities may increase in the future which may strain our financial
resources. In addition, there can be no assurance that these initiatives will be cost effective, successful in achieving
the expected results (including of attracting customers and partners and further building our brand) or that our
competitors will not implement more successful marketing activities or otherwise attract our customers and
merchants to their platforms. Any of these occurrences may lead to an adverse effect on our business, results of
operations and financial condition.

14. Certain sections of this Red Herring Prospectus disclose information from the Redseer Report which has been
prepared exclusively for the Offer and commissioned and paid for by us exclusively in connection with the Offer
and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

We have commissioned from Redseer Strategy Consultants Private Limited its report titled the “Indian Trucking
Market Opportunity Report” (the “Redseer Report”), pursuant to an engagement letter dated February 27, 2024.
The Redseer Report has been commissioned and paid for by us for the purposes of confirming our understanding of
the industry exclusively in connection with the Offer. Certain information in “Industry Overview,” “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 145, 163
and 354, respectively, has been derived from the Redseer Report. Further, the Redseer Report includes information
on the challenges faced by the Indian trucking industry and the threats and challenges faced by us in such industry.
For details, see “Industry Overview” on page 145. The Redseer Report uses certain methodologies for market sizing

43
 and forecasting and may include numbers relating to our Company that differ from those we record internally. Given
the scope and extent of the Redseer Report, disclosures herein are limited to certain excerpts and the Redseer Report
has not been reproduced in its entirety in this Red Herring Prospectus. Accordingly, investors should read the
industry-related disclosure in this Red Herring Prospectus in this context. Redseer is not related to our Company nor
the BRLMs. Further, the Redseer Report is prepared based on information as of specific dates, which may no longer
be current or reflect current trends. For the disclaimer regarding the Redseer Report, see “Certain Conventions,
Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 29. Statements from
third parties that involve estimates are subject to change, and actual amounts may differ materially from those
included in this Red Herring Prospectus. Accordingly, investors should not place undue reliance on, or base their
investment decision solely on this information.

15. Our product development efforts may not be successful or yield the returns or benefits that we expect, and we may
not be able to successfully offer our customers new solutions and maintain our competitiveness.

Our business is characterized by rapid and frequent advancements in technology and changes in market demand can
often render existing technologies and solutions obsolete and could require substantial new product development and
capital expenditures. We believe that our product development initiatives including R&D in technology is critical in
maintaining our competitive position and to address changing consumer trends, industry developments and business
models. We focus on technology development and enhancement (such as initiatives to increase digitization for truck
operators) by understanding current market demands and evolving customer trends. For instance, our mobile
application provides in-app walkthrough videos for easy navigation by our users. Using our insight into problems
faced by truck operators and other demographics, together with our product development capabilities, we have
become India’s largest payment platform for truck operators as of June 30, 2024 (Source: Redseer Report). Our
product development efforts have also enabled us to launch several new offerings such as vehicle finance in Fiscal
2022 and fuel monitoring offering in Fiscal 2024. Product development includes ideation, design, and creation of a
product, followed by testing, refining and launching. It also includes market research, prototyping, and continuous
improvements post-launch. In the vehicle financing offering, our Company intends to innovate through technology-
enabled loan origination system, fraud detection and prevention systems and sales enablement products. In newer
telematics offerings of fuel sensors, our Company intends to invest in further product development to enable
affordability and accuracy to scale ahead. These initiatives enable successful product launch and scale by creating
unique value propositions, ensuring technical and market viability, establishing operational readiness and building
partner ecosystems. Set out below are details of our product development expenditures for the periods/years
indicated:

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Amount % of Amount % of Amount % of Amount % of Amount % of
(₹ total (₹ total (₹ total (₹ total (₹ total
million) expenses million) expenses million) expense million) expense million) expense
s s s
Product development 144.12 15.75% 152.50 15.62% 594.96 12.31% 683.57 15.83% 530.29 13.73%
expenses

We aim to continue to develop new innovative offerings through business and product development, and upgrade
technological infrastructure to manage increasing scale and enhancing customer experience. Further, we intend to
use a part of the Net Proceeds to fund our expenditure in relation to product development. For further information,
see “Objects of the Offer – Details of the Objects” on page 121. The development and commercialization of new
products and services could be complex, time- consuming and costly, and its outcome is inherently uncertain. Our
inability to accurately estimate the cost to design, develop and launch new offerings could result in our failure to
effectively manage our customers’ expectations.

If we are unable to bring enough offerings or services to market or if offerings are brought to market after competing
offerings are commercialized, our growth strategy may not be successful and our business would be adversely
affected. In addition, even where we successfully develop any new or improved service in a timely manner based on
established customer needs, there can be no assurance that the new or improved offering will be commercially
successful and meet the price expectations of our customers. In addition, according to the Redseer Report,
encouraging truck operators in India to adopt digital technologies, including digital fuel cards and advanced
telematics solutions such as fuel sensors and dashcams, is a significant hurdle. For further information, see “Industry
Overview” on page 145. Further, our competitors may develop new processes or improve existing processes, that
may give them significant cost and marketing advantages, which in turn may adversely affect our revenues and
profitability. There can be no guarantee that any investment we make in developing services will be recouped, even
if we are successful in commercializing those products, which in turn may have an adverse effect on our results of
operations and financial condition. For instance, in August 2022, we disposed of our erstwhile subsidiary, Blackbuck
Poland Spółka z and subsequently, in January 2024, we discontinued our operations for our corporate freight
business division. These discontinued operations resulted in losses amounting to ₹37.06 million, ₹26.21 million,
₹269.63 million, ₹536.49 million and ₹542.15 million in the three months ended June 30, 2024, June 30, 2023 and
Fiscals 2024, 2023 and 2022, respectively. For further details see “Restated Consolidated Financial Statements –

44
 Note 36: Discontinued operations” on page 317. There can be no assurance that further instances of such losses will
not occur in the future.

16. Changes in our subscription or pricing models could adversely affect our business, results of operations and
financial condition. Further, loss of customers including due to customers switching over to our competitors
could reduce our subscription fees which may negatively impact our business, revenue from operations and
financial condition.

We generate a significant portion of our revenue through subscription plans for our vehicle tracking solutions, fuel
sensors and FASTag Gold (a subscription service which provides value added services to subscribers such as
guaranteed double deduction refund, priority customer support and protection from getting blacklisted at the toll
plaza through auto-recharge and free tag replacement). Set out below are details of our subscription fees for the
periods/years indicated:

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Amount % of total Amount % of total Amount % of total Amount % of Amount % of
(₹ revenue (₹ revenue (₹ revenue (₹ total (₹ total
million) from million) from million) from million) revenue million) revenue
continuing continuing continuin from from
operations operations g continuin continuin
operation g g
s operation operation
s s
Subscription fees 353.65 38.37% 227.98 38.34% 1,178.89 39.70% 742.75 42.28% 391.09 32.78%

With increased product development and growth in our business, our pricing model is subject to continuous
revisions. For instance, we have gradually introduced and subsequently increased our subscription fees for our
vehicle tracking solutions and loads marketplace offering from August 2022 to Fiscal 2024. In relation to our vehicle
tracking solutions, we increased our subscription fees from ₹3,540 to ₹4,000 in June 2023. Similarly, in our loads
marketplace offering, we increased the price of our unlimited VIP subscription from ₹31,999 to ₹34,499 in January
2024. There can be no assurance that we will not increase this fee further in the future which may discourage truck
operators to engage with our platform and we may lose out on subscription fees. We may also be required to
decrease our subscription fees for a variety of reasons, including competitive pricing pressures, discounts,
anticipation of the introduction of new applications and features, changes in pricing models for our existing platform
and access to our offerings (including changes as to the timing of customers’ payments over the course of their
subscriptions), among others. As we expand our offerings, new competitors may introduce new solutions or services
that compete with ours, or as we enter into new markets, we may be unable to attract new customers using the same
pricing models that we have historically used. Larger competitors, including new entrants to our market, may reduce
the price of offerings that compete with ours or may bundle them with other offerings and provide them for free.
Any decrease in the fees for access to our platform, without a corresponding decrease in costs or increase in sales
volume, would adversely affect our business, results of operations and financial condition. While we have not faced
any instances of material losses due to any changes in our subscription or pricing models in the three months ended
June 30, 2024 and Fiscals 2024, 2023 and 2022, there can be no assurance that these instances will not occur in the
future.

17. Fluctuations in the road transportation industry and fuel prices may impact freight volumes and truck capacity,
which in turn could adversely affect our business, results of operations and financial condition.

Our business depends on the overall economic conditions that impact freight volumes and truck capacity.
Deterioration in the economic environment subjects our business to various risks which may have a material and
adverse impact on our operating results and cause us to not achieve growth or profitability. For instance, a reduction
in overall freight volumes would lead to a reduction in revenues and opportunities for growth; in addition, a decline
in the volume of freight shipped due to a downturn in shippers’ business cycles (such as during the monsoon season)
or other factors generally results in decreases in orders, as truck operators compete for shipping orders to maintain
truck productivity, which would affect our monetization opportunities. For more details, see “— Internal Risks —
Our business is subject to seasonality, which may contribute to fluctuations in our financial condition, financial
position and results of operations” on page 56. The success of our business depends significantly on truck operators
using our products and services. If a large number of truck operators go out of business due to macroeconomic or
other reasons such as the COVID-19 pandemic, our business, results of operations and financial condition would be
adversely affected. For instance, the widespread protest in January 2024 by truck drivers in India, led to significant
operational disruptions in the traffic movements of truck operators and the overall road transportation sector in India.
Any reduced vehicle movement, including due to such protests, may lead to a decrease in the volume of tolling
transactions undertaken by our customers, which in turn would impact our gross transaction value (“GTV”) in
tolling operations. Similarly, reduced vehicle movement may also lead to a decrease in fuel consumption, which
would impact our fueling GTV, thereby affecting our overall business, results of operations and financial condition.

45
 GTV payments is defined as the rupee value of total transactions made in our payments business. A transaction
comprises all successful swipes by our customers in our tolling business (FASTags) in partnership with FASTag
Partner Banks and all recharges by our customers in the fueling business. Our customers recharge for tolling and
fueling through our BlackBuck App into the payment instrument of the FASTag and fuel partners. Significant
portion of this amount is deposited into our account and onward remitted to our partners’ account. GTV payments do
not represent the revenue of our Company. Our commission income in any period/year is only an agreed percentage
of the total GTV payments in that period/year. Our methodology of disclosing the GTV may not be comparable to
the methodology used by other platform companies. For further details on our commission income, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations”
on page 359.

Further, certain of our offerings such as fuel cards are dependent on the purchase of fuel by our customers. We
receive commissions from our OMC Partners which are based on: (a) monthly consumption volume of fuel; or (b)
monthly transaction value of fuel purchased, by our customers using fuel cards of the respective OMC Partners
(distributed by us) at any specified fuel retail outlets of such partners. Accordingly, our revenues may be adversely
affected by a decline in fuel consumption which would reduce our transaction volumes and associated loyalty
commissions. In addition, our revenue may be affected by fuel prices, which are subject to volatility. Fuel prices are
dependent on several factors, all of which are beyond our control, including supply and demand for oil and gas,
political conditions in oil-producing and gas-producing nations, implementation of fuel efficiency standards and the
adoption by our truck operators of vehicles with greater fuel efficiency or alternative fuel sources and governmental
regulations, taxes and tariffs, among others. A decline in retail fuel prices in the future could cause a decrease in our
revenue from commissions from our fuel cards. Further, any significant increase in fuel prices may discourage fuel
consumption, which may also have a negative impact on our commissions and revenue from operations. The
occurrence of any of these instances could have a material adverse effect on our business, results of operations and
financial condition. While we have not faced any material instances of losses due to any fluctuation in fuel prices or
fuel consumption in the three months ended June 30, 2024 and Fiscals 2024, 2023 and 2022, there can be no
assurance that these instances will not occur in the future.

18. We are required to comply with data privacy regulations and information technology regulations and any non-
compliance in the future may have an adverse impact on business, results of operations and financial condition.

We are subject to data privacy laws, rules and regulations that regulate the use of customer data. The existing and
emerging data privacy laws, rules and regulations limit the extent to which we can use personal identifiable
information and limit our ability to use third-party firms in connection with customer data. Compliance with these
regulations may require changes in the way data is collected, monitored, shared and used, which could increase
operating costs or limit the advantages from processing such data. In addition, non-compliance with data privacy
regulations may result in fines, damage to reputation or restrictions on the use or transfer of information, as well as
liability towards our FASTag Partner Banks, OMC Partners and Financial Partners under the respective contractual
arrangements. Certain of these laws, rules and regulations are relatively new and their interpretation and application
remain uncertain and are also subject to change and may become more restrictive in the future. For instance, the
Digital Personal Data Protection Act, 2023 (“PDP Act”), which received the assent of the President on August 11,
2023, provides for personal data protection and privacy of individuals, regulates cross-border data transfer, and
provides several exemptions for personal data processing by the Government. It also provides for the establishment
of a Data Protection Board of India for taking remedial actions and imposing penalties for breach of the provisions
of the PDP Act.

As part of our operations, we are required to comply with the Information Technology Act, 2000 and the rules
thereof, each as amended, which provides for civil and criminal liability, including compensation to persons
affected, penalties and imprisonment for various cyber related offenses, including unauthorized disclosure of
confidential information and failure to protect sensitive personal data.

In addition, our systems and proprietary data that is stored electronically, including our users’ sensitive personal and
financial information, may be vulnerable to computer viruses, cybercrime, computer hacking and similar disruptions
from unauthorized tampering. Such technology systems may also be vulnerable to ransomware attacks, which may
block or restrict access to these systems and impair their functionality, unless certain ransom money is paid. If such
unauthorized use of our systems were to occur, data related to our customers and other proprietary information could
be compromised. The integrity and protection of our customer, employee and company data is critical to our
business. A theft, loss, fraudulent or unlawful use of customer, employee or company data could harm our reputation
or result in remedial and other costs, liabilities, fines or lawsuits.

19. We may not be able to adequately protect or continue to use our intellectual property, which could adversely
affect our business, results of operations and financial condition.

As of the date of this Red Herring Prospectus, we have obtained three trademarks registered in India, including
and , under class 39 and ‘BLACKBUCK’ under classes 9, 16, 35, 39 and 42 of the Trade Marks
Act, 1999 and two trademarks, i.e., and registered with the World Intellectual Property
Organization in the international register of marks under class 39 of the Madrid Agreement and Protocol for use in

46
 United States of America and in Europe. We have also made applications for registration of three trademarks with
the Registrar of Trademarks pursuant to applications bearing numbers 4369861/IAOI-1691 in the EU as well as
3442902 and 3761124 in India of which our applications bearing numbers 3442902 and 3761124 are contested by
third parties.

We have entered into a trademark licencing agreement dated June 28, 2024 with Blackbuck Finserve (the
“Trademark Agreement”), pursuant to which we have granted Blackbuck Finserve Private Limited an non-
exclusive, non-transferable, non- sub licensable license to use certain trademarks in respect of their current business
activities. Further, we have also agreed to permit the use of certain trademarks which are our registered trademarks
for so long as the Trademark Agreement is in force. The exclusive license is valid until such time that it is
terminated as per the Trademark Agreement. The consideration for the grant of the license for the Trademarks is a
royalty of 2% of the total revenue from operations for the rights granted to Blackbuck Finserve Private Limited in
relation to the licensed trademarks under the Agreement. For further details, see “History and Certain Corporate
Matters – Key terms of other subsisting material agreements” on page 213.

Further, we have an outstanding litigation before the Delhi High Court wherein a petitioner has challenged an
arbitral award in relation to a domain name, i.e., “www.blackbuck.in”, that was transferred to our Company. For
further details, see “Outstanding Litigation and Material Developments” on page 382. For a list of intellectual
property owned and registered by us, see “Government and Other Approvals – Intellectual Property” on page 388.

The registration of intellectual property including trademarks is a time-consuming process and there can be no
assurance that any registration applications we may pursue will be successful and that such registration will be
granted to us. If we fail to register the appropriate intellectual property, or our efforts to protect relevant intellectual
property prove to be inadequate, the value attached to our brand and proprietary property could deteriorate, which
could have a material adverse effect on our business, results of operations and financial condition.

In particular, the use of similar trade names by third parties may result in confusion among our customers and we are
exposed to the risk that entities in India and elsewhere could pass off their products as our products, including
imitation products, which may adversely affect sale of our products, resulting in a decrease in market share due to a
decrease in demand for our products. Such imitation products may not only result in loss of sales but also adversely
affect our reputation and consequently our future sales and results of operations. In the event of such unauthorized
use, we may be compelled to pursue legal action for the protection of our brand and intellectual property, which may
divert our attention and resources, thereby affecting our business operations. However, we may not prevail in any
lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be adequate to compensate us
for the harm suffered. Additionally, we may provoke third parties to assert counterclaims against us. Any litigation,
whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our
technical and management personnel, which may adversely affect our business operations or financial results. For
any of these reasons, despite our efforts, we may be unable to prevent third parties from infringing upon or
misappropriating our intellectual property.

Our efforts to protect our intellectual property may not be adequate. Unauthorized parties may infringe upon or
misappropriate our services or proprietary information. In addition, despite our efforts to comply with the intellectual
property rights of others, we cannot determine with certainty whether we are infringing any existing third-party
intellectual property rights, which may force us to alter our manufacturing processes, obtain additional licenses or
cease parts of our operations. We may also be susceptible to claims from third-parties asserting infringement and
other related claims. Regardless of their merits, such claims could materially and adversely affect our relationships
with current or future customers, result in costly litigation, delay or disrupt supply of products, divert management’s
attention and resources, subject us to significant liabilities, or require us to cease certain activities. Any of the
foregoing could materially and adversely affect our business, results of operations and financial condition.

20. We rely on our BlackBuck App and other telecommunications and information technology systems, networks and
infrastructure to operate our business and any interruption or breakdown in such systems, networks or
infrastructure or our technical systems could impact our ability to effectively operate our platform or provide our
products and services.

As a technology-based platform, we face risks inherent in handling and protecting large volumes of data, including
protecting our transaction-processing systems and the data hosted in our system, detecting and prohibiting
unauthorized data share and transfer, preventing attacks on our system by third parties or fraudulent behavior or
improper use by our employees, and maintaining and updating our database. Any system failure, security breach or
third-party attacks or attempts to illegally obtain the data that result in any actual or perceived release of such data
could damage our reputation and brand, deter current and potential consumers from using our products and services,
damage our business, and expose us to potential legal liability. We rely on the process, capacity, reliability and
security of our BlackBuck App and other IT systems and infrastructure which are vulnerable to disruptions,
including those resulting from natural disasters, cyber-attacks or failures in third party-provided services. While we
have not faced any instances of hacking, malware, tampering or breach of data confidentiality in the three months
ended June 30, 2024 and Fiscals 2024, 2023 and 2022, there can be no assurance that these instances will not occur
in the future.

47
 Our business could also be impacted by the failure of telecommunications network operators to provide us with the
requisite bandwidth which could interfere with the speed and availability of our platform. Further, any breakdown at
the level of our service providers (including in relation to internet, cloud hosting, data processing, storage, mapping
and navigation services) and our partners (i.e., OMC Partners, FASTag Partner Banks and Financial Partners) could
impact our operations. Any error, interruption or disruption in the functioning of the Android enabled applications
that we depend on, could lead to incorrect payments, delayed payments and overall delays in processing of orders,
any of which may have an adverse impact on our business, results of operations and financial condition. While we
have not faced any material instances of technology disruption in the three months ended June 30, 2024 and Fiscals
2024, 2023 and 2022, there can be no assurance that these instances will not occur in the future. In addition, in order
to perform reliably, the fixed telecommunications networks and internet infrastructure of internet service providers
in India, and in any other locations that we may operate in, require maintenance and periodic upgrade of the
appropriate networks and infrastructure which are beyond our control. We cannot assure you that our back-up and
disaster recovery measures and business continuity planning would effectively eliminate or alleviate the risks arising
from the above contingencies.

21. Our inability to collect receivables in time or at all and default in payment from our customers could result in the
reduction of our profits and affect our cash flows.

Our business depends on our ability to successfully obtain payments from our customers for services provided. Our
debtor days was 20.41 days and 21.33 days as of June 30, 2024 and March 31, 2024, respectively. Set out below are
details of our trade receivables as of the dates indicated:

(Amount in ₹ million, unless otherwise stated)

Particulars As of and for the three months As of and for the year ended March 31,
ended June 30,
2024 2023 2024 2023 2022
Revenue from continuing operations (A) 921.66 594.67 2,969.22 1,756.80 1,193.26
Opening gross trade receivables relating to truck operator 208.91 138.10 138.10 196.43 85.60
services (1)
Closing gross trade receivables relating to truck operator 204.47 140.24 208.91 138.10 196.43
services (2)
Average trade receivables relating to truck operator 206.69 139.17 173.51 167.27 141.02
services (3) (B)
Trade receivables turnover ratio relating to truck operator 4.46 4.27 17.11 10.50 8.46
services (in times) (4) (C) = (A)/(B)
Trade receivables (older than six months) relating to truck Nil Nil Nil Nil Nil
operator services (5)
Bad debts relating to truck operator services (6) Nil Nil Nil Nil Nil
Debtors days (7) 20.41 21.31 21.33 34.75 43.13
(1) Refers to the trade receivable balances relating to truck operator services as on the beginning of the period/ year for each period/ year
respectively.
(2) Refers to the trade receivable balances relating to truck operator services as at the end of the period/ year for each period/ year
respectively.
(3) Refers to the arithmetic average of opening and closing trade receivables relating to truck operator services.
(4) Refers to revenue from continuing operations relating to truck operator services divided by average trade receivables relating to truck
operator services.
(5) Refers to the trade receivable balances relating to truck operator services as at the end of the period/ year due for a period greater than six
months as on such date.
(6) Refers to the receivables relating to truck operator services that are considered uncollectible and are written off as an expense in each of
the periods/fiscal years respectively.
(7) Refers to (average trade receivables relating to truck operator services divided by revenue from continuing operations) multiplied by 365,
i.e., (B/A*365). For the three months ended June 30, debtor days refer to (average trade receivables relating to truck operator services
divided by revenue from continuing operations) multiplied by 91, i.e., (B/A*91)

Macroeconomic conditions could result in financial difficulties, including insolvency or bankruptcy, for our
customers, and as a result could cause customers to delay payments to us or request modifications to their payment
arrangements, all of which could increase our receivables or default on their payment obligations to us. Any increase
in defaults by our customers in the future may compel us to utilize greater amounts of our operating working capital,
thereby adversely affecting our business, results of operations and financial condition. While we have not faced any
instances of defaults by our customers in the three months ended June 30, 2024 and Fiscals 2024, 2023 and 2022,
there can be no assurance that these instances will not occur in the future.

22. Our Directors also hold directorships in our Subsidiaries which are engaged in businesses similar to the line of
business of our Company.

Our Promoters also hold directorships in our subsidiaries. Our Chairman, Managing Director and Chief Executive
Officer, Rajesh Kumar Naidu Yabaji is a director on the boards of BlackBuck Finserve Private Limited and TZF
Logistics Solutions Private Limited. Our Executive Director and Head – New Initiatives, Ramasubramanian
Balasubramaniam is a director on the board of ZZ Logistics Solutions Private Limited. Our Executive Director and
Chief Operating Officer, Chanakya Hridaya is a director on the boards of BlackBuck Finserve Private Limited, TZF
Logistics Solutions Private Limited and ZZ Logistics Solutions Private Limited. Our Non-Executive Independent
Director, Rajamani Muthuchamy is a director on the board of BlackBuck Finserve Private Limited.

48
 TZF Logistics and ZZ Logistics are engaged in the business of providing technology-based logistics products and
services including transport for providing customers with a platform for hiring of all types of trucks, lorries,
containers, cold storage vehicles, cars and fleet taxis which are similar to the line of business that our Company is
engaged in. Further, our subsidiary BlackBuck Finserve Private Limited is also involved in vehicle financing
operations similar to our Company. For further details, see “History and Certain Corporate Matters – Common
pursuits with the Subsidiary” on page 210. All our related party transactions are conducted on an arm’s length basis.
Also see, “- Internal Risks - Our related party transactions may increase in the future and we cannot assure you that
these would be entered into on favorable terms, which may adversely affect our business, results of operations and
financial condition” on page 59.

23. Our Company has not filed certain statutory filings with the MCA in respect of one of our previous Directors in
the past. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our
Company in the future.

We have not filed certain statutory filings with the MCA including the form filings made by the Company required
to be maintained by the Company. In the past, our Company has filed a compounding application dated March 8,
2024 for regularizing delays in filing Form ARF and Form FCGPR in relation to allotment of Series B CCPS dated
January 13, 2016, Series B1 CCPS dated February 2, 2017, Series C CCPS dated February 2, 2017 and Equity
Shares dated February 2, 2017 made by our Company. Additionally, our Company has also in the past, been
instructed to pay and has paid late submission fees for delays in reporting of certain allotments. For details, see “–
Internal Risks – We have filed compounding application with the RBI for delay in filing forms for certain allotments
made by our Company, and we may be required to pay a compounding fee and/or be subject to other regulatory
action”.

In the past, we have not filed certain statutory form filings with the MCA on account of technical issues in the
ministry of corporate affairs version 3 website in relation to the appointment and resignation of one of the previous
nominee directors of the Company who resigned from the Board on June 15, 2024. The Company has taken the
necessary steps to complete procedural formalities on the MCA portal and has filed the necessary forms with the
MCA.

While no legal proceedings or regulatory action has been initiated against our Company in relation to the non-
filing/delayed filing and statutory lapses as of the date of this Red Herring Prospectus, we cannot assure you that
such proceedings or regulatory actions will not be initiated against our Company in the future in relation non-filing
of the forms with the relevant authorities within the prescribed timelines. The actual amount of the penalty which
may be imposed or loss which may be suffered by our Company cannot be ascertained at this stage and depends on
the circumstances of any potential action which may be brought against our Company. We cannot assure you that
any such proceedings will not have a material adverse effect on our financial condition or reputation.

24. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay
in payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may
have an adverse effect on our Company’s business, financial condition, results of operation and cash flows.

As of June 30, 2024, we had a total of 1,849 employees for whom we were required to pay certain statutory dues
including provident fund contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act,
1952, employee state insurance contributions under the Employees’ State Insurance Act, 1948, professional taxes,
labour welfare fund and gratuity.

The table below sets forth the details of the statutory dues paid by our Company in relation to its employees for
Fiscal 2024:

(Amount in ₹ million, unless otherwise stated)

Nature of payment Amount Number of cases as Amount Number of cases as
dues as on on June 30, 2024 dues as on on March 31, 2024
June 30, March 31,
2024 2024
Provident fund 22.04 3 92.62 5
Professional tax 1.06 0 4.10 0
State Insurance Corporation 0.40 0 1.22 0
Labour Welfare Fund 0.14 0 0.11 0
Total 22.64 3 98.05 5

We have faced instances of delays in payments of certain of these statutory dues in the past. As of June 30, 2024, we
had outstanding statutory dues towards provident fund, professional tax and state insurance corporation aggregating
to ₹8.06 million. As of July 31, 2024, all of our obligations for payment of such dues have been discharged, within
statutory timelines in accordance with applicable laws which were outstanding as on June 30, 2024.

49
 Further, there have been certain delays in the filing of GST returns by our Company on account of outage and other
technical issues in the GST Portal. For instance, while our Company has filed its GST returns since January 2024,
the GST portal did not allow our Company to file returns for the month of December 2023. As a result, the Company
has not been able to file its GST return for December 2023.

Any further delays that may arise in the future could lead to financial penalties from the relevant government
authorities which in turn may have a material adverse impact on our business, financial condition and cash flows.
While no penalty or fine has been levied by the appropriate authorities against us for the aforementioned delays, we
cannot assure you that we will not be subject to such penalties and fines in the future which may have a material
adverse impact on our financial condition and cash flows.

25. Audit reports on our standalone financial statements include certain observations in the annexure to the report
prescribed under the Companies (Auditor’s Report) Order, 2020 for Fiscals 2024, 2023 and 2022.

The audit reports issued by our Statutory Auditors also includes certain observations in the annexure to the reports
prescribed under the Companies (Auditor’s Report) Order, 2020 for Fiscals 2024, 2023 and 2022 in relation to our
Company, which do not require any corrective adjustments in the Restated Consolidated Financial Information.
These matters involve delays in payment of statutory dues in respect of provident fund, cash losses incurred during
the financial years, maintenance of improper records of property, plant and equipment, and the filing of quarterly
returns or statements with certain banks and financial institutions, which are not in agreement with the unaudited
books of accounts, among others. For further details, see “Restated Consolidated Financial Information” on page
239. We cannot assure you that our Statutory Auditors’ reports for any future financial period will not contain
similar matters or other remarks, observations or other matters prescribed under the Companies (Auditor’s Report)
Order, 2020, and that such matters will not otherwise affect our business, results of operations and cash flows.

26. One of the Promoters and Executive Director and Head – New Initiatives is associated as a director and
shareholder of one of our Shareholders, Miebach Consulting India Private Limited (“MCIPL”), with may result
in a conflict of interest with us.

Our Promoter and Executive Director and Head – New Initiatives, Ramasubramanian Balasubramaniam is director
on the board of directors of our Shareholders, MCIPL. Further, Ramasubramanian Balasubramaniam holds one
equity share in MCIPL as a nominee shareholder on behalf of Miebach Logistik Holding GMBH, Germany,
representing a negligible percentage of the shareholding of MCIPL.

27. We rely on Android operating systems as well as operating systems fitted in vehicles to make our services and app
available to customers.

We depend on Android operating systems and their application marketplaces and developers to make our services
and mobile application available to our customers. Any changes in such systems and policies of the companies that
control these systems could adversely affect distribution, accessibility and availability of our mobile application. If
Android operating systems or application marketplaces limit or prohibit us from making our platform available to
customers that utilize our platform, make changes that degrade the functionality of our mobile application, increase
the cost of using our mobile application, impose terms of use unsatisfactory to us, or modify their search or ratings
algorithms in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’
application marketplace is more prominent than the placement of our applications, our customer growth could slow
down. Our mobile application is subject to being suspended and/or barred from the Android marketplace or from any
device that uses such marketplace on several grounds including if our mobile application is found to contain
elements that may cause serious harm to user devices or data. If our customers encounter any difficulty accessing or
using our mobile application or our offerings on the mobile application, our customer growth and customer
engagement would be adversely affected. We may also choose to list our mobile application on other operating
systems in the future to access a larger customer base. This may lead to additional operating costs and there can be
no assurance that we will be successful in meeting the standards required by such operating systems for listing
approvals. While our mobile application has not been suspended or barred from the Android marketplace or from
any device that uses such marketplace in the three months ended June 30, 2024 and Fiscals 2024, 2023 and 2022,
there can be no assurance that these instances will not occur in the future.

Further, as new mobile devices, mobile platforms and mobile browsers are released, there can be no guarantee that
certain mobile devices will continue to support our platform or effectively roll out updates to our application.
Additionally, in order to deliver a high-quality application, we need to ensure that our platform is designed to work
effectively with a range of mobile technologies, systems, networks, and standards. If our customers encounter any
difficulty accessing or using our mobile application on their mobile devices or if we are unable to adapt to changes
in popular mobile operating systems, we expect that the growth and engagement of our customers would be
adversely affected.

28. We have faced high attrition among our employees in the past (37.32% and 41.08% in the three months ended
June 30, 2024 and Fiscal 2024, respectively). Our continued success is dependent on our employees, key
management personnel and senior management personnel and our inability to attract and retain employees, key

50
 management personnel or the loss of services of our senior management personnel in the future may have an
adverse effect on our business, results of operations and financial condition.

Our ability to sustain our rate of growth depends upon our ability to manage key issues such as selecting and
retaining our employees, upskilling our employees, addressing emerging workforce challenges, and ensuring a high
standard of customer service. In order to be successful, we must attract, train, motivate and retain experienced
industry and management professionals, and highly skilled employees, who are instrumental to the success of our
business. Further, we are led by Rajesh Kumar Naidu Yabaji, our Chairman, Managing Director and Chief Executive
Officer, Ramasubramanian Balasubramaniam, our Executive Director and Head-New Initiatives and Chanakya
Hridaya, our Executive Director and Chief Operating Officer, each of whom have over a decade of work experience
and have been instrumental in the growth of our business. Our Promoters and key managerial personnel and senior
management personnel have contributed to the growth of our business, and our future success is dependent on the
continued services of our management team.

An inability to retain our permanent employees, senior management personnel or key managerial personnel may
have an adverse effect on our operations. Our Chief Financial Officer and Company Secretary were appointed on
June 26, 2024. There has been no change to our Chief Executive Officer in the three months ended June 30, 2024
and Fiscals 2024, 2023 and 2022. Further, we designated our senior management personnel and certain key
management personnel (other than our Chief Executive Officer) in Fiscal 2024 and have not faced any attrition of
such individuals as on the date of this Red Herring Prospectus. Set out below are details of our attrition for our
permanent employees for the periods/years indicated:

Particulars As of and for the three months As of and for the financial year ended March
ended June 30, 2024 31,
2024 2023 2022
Total number of permanent employees 1,849 1,783 1,791 1,480
Attrition rate of permanent employees* 37.32% 41.08% 44.01% 34.97%
(%)
* Attrition rate has been calculated by dividing the total number of permanent employees who resigned during the relevant period/year with
the total headcount of the permanent employees at the end of the period/year and the number of permanent employees resigned during the
period/year.

Competition for qualified personnel with relevant industry expertise in India is intense. We face intense competition
for such personnel and there can be no assurance that we will be successful in hiring or retaining appropriately
qualified people, which in turn may impact our ability to expand our business and our revenues could decline.
Further, recruiting new employees who require training tailored to our business and business operations, as well as
providing training to our existing employees on our internal policies, procedures and systems, could be costly, in
terms of time, money and resources. Our inability to attract and retain talented professionals, or the resignation or
loss of such professionals, may have an adverse impact on our business, results of operations and financial condition.

As of June 30, 2024, we had a total of 1,849 permanent employees and engaged 3,688 contract workers. In the event
our employee relationships deteriorate, or we experience significant labor unrest, strikes, work stoppages and other
labor action, there could be an adverse impact on our operations. While we have not experienced any material
disagreements or any material instances of labor unrest in the three months ended June 30, 2024 and Fiscals 2024,
2023 and 2022, there can be no assurance that we will not experience disruptions due to disputes or other problems
with our work force, which may adversely affect our ability to continue our operations. We are unable to predict or
control any such action in the future, and any such event could adversely affect our business, results of operations
and financial condition.

29. Our vehicle financing offering exposes us to various risks including in relation to high-risk borrowers and
collateral recovery which could adversely affect our business, results of operations and financial condition.

We commenced full-fledged operations of our vehicle financing offering in Fiscal 2024. We provide vehicle
financing to truck operators for the purchase of used commercial vehicles or financing on an existing vehicle through
our Financial Partners and through our subsidiary, BlackBuck Finserve. BlackBuck Finserve is a non-banking
financial company which received its license to carry on the business of a non-banking financial institution without
accepting public deposits from the RBI in August 2023. Also see “- Internal Risks - We have limited experience in
our vehicle financing offering, which makes it difficult to accurately assess our future growth prospects and may
negatively affect our business, results of operations and financial condition” on page 181. As of June 30, 2024, we
have facilitated disbursements of 5,109 loans amounting to ₹2,527.56 million, of which 92.69% and 7.31% of the
total loans disbursed were through our Financial Partners and our subsidiary, BlackBuck Finserve, respectively. Set
out below are details of our revenue contribution from our vehicle financing offerings for the periods/years
indicated:

51
 Particulars Three months ended June 30, Fiscal
2024 2023 2024 2023 2022
Amount % of total Amount % of Amount % of total Amount % of Amount % of
(₹ revenue (₹ total (₹ revenue (₹ total (₹ total
million) from million) revenue million) from million) revenue million) revenue
continuin from continuin from from
g continui g continuin continuin
operation ng operations g g
s operatio operation operation
ns s s
Service fees 178.42 19.36% 98.78 16.61% 509.51 17.16% 132.79 7.56% 44.46 3.73%
Interest income on 7.60 0.82% - - 7.78 0.26% - - - -
loans given

For further details, see “Our Business – Our Offerings - Vehicle financing” on page 178.

In addition, please see below details of the current disbursements (represented by AUM) and NPA of BlackBuck
Finserve as of the dates indicated:

Particulars As of June 30, As of March 31,

2024 2023 2024 2023 2022
(₹ million)
AUM 148.73 - 131.52 - -
NPA (as a % of AUM) - - - - -

Our vehicle financing offering, in addition to other risks that affect our business, subjects us to the following risks:

• Decline in the business operations, reputation or customer confidence levels in our Financial Partners.
Adverse developments faced by our Financial Partners could impact us as well, including, as a result of our
Financial Partners’ inability to effectively manage their operations or changes in laws and policies affecting
our Financial Partners’ ability to operate profitably;

• Ability to maintain and increase our network of partners;

• Exposure to relatively high-risk borrowers with limited banking and credit history;

• Liability to indemnify our Financial Partners of losses incurred due to borrower defaults up to an agreed
ceiling;

• Customer defaults in repayment of loan provided through our subsidiary, BlackBuck Finserve, including
delays in repayment of principal or interest on loans and our inability to recover the full value of collateral
or amounts otherwise sufficient to cover the outstanding amounts due under defaulted vehicle loans given
by us, on a timely basis or at all;

• Erroneous or misleading information provided by customers which may affect our judgment of their
creditworthiness, as well as the value of and title to the collateral;

• Ability of our Financial Partners to overcome the challenges of underwriting to borrowers and assessing
credit-worthiness;

• Inability to maintain the quality of our loan portfolio or manage the growing loan portfolio which may
result in increases in non-performing assets;

• An increasingly competitive financial services industry, which creates significant pricing pressures. Our
competitors may have greater financial resources, have greater brand recognition among customers, better
institutional distribution platforms and may have lower cost of funds compared to us;

• Changes in Indian regulations and policies affecting commercial vehicles and infrastructure such as any
change in the regulations relating to “priority sector advances” by the RBI. If the laws relating to priority
sector lending applicable to the banks undergo a change or our loan portfolio is no longer classified as a
priority sector advance by the RBI, our operations will be significantly and adversely impacted;

• Volatility in interest rates in India which are highly sensitive to many factors beyond our control, including
the monetary policies of the RBI, deregulation of the financial sector in India and domestic and
international economic and political conditions; and

52
 • Failure to comply with minimum capital adequacy requirements in the future, under current or future
regulations, may subject BlackBuck Finserve to adverse actions by RBI, including imposition of penalties.

We commenced our vehicle financing offering on a pilot basis in Fiscal 2022 by serving a small segment of
customers in a limited region with a single vehicle financing partner. Our key activities included customer profiling,
product design, process optimization, technology integration and continuous performance monitoring. This
controlled approach enabled us to test the business model, gather insights and establish a foundation for potential
future expansion, while minimizing initial risks. We have since commenced full-fledged operations in Fiscal 2024
and have not faced any instances that led to a material adverse effect on our business, result of operations and
financial condition. However, there can be no assurance that such instances will not occur in the future.

30. We have limited experience in our vehicle financing offering, which makes it difficult to accurately assess the
risks and challenges in the industry which may negatively impact our business, results of operations and financial
condition.

While we partnered with our Financial Partners to provide vehicle financing loans on a pilot basis from June 2022,
we have limited experience in disbursing vehicle financing loans through on-balance sheet transactions, i.e., through
our subsidiary, BlackBuck Finserve, to our customers. BlackBuck Finserve, is a non-banking financial company
which received its license to carry on the business of a non-banking financial institution without accepting public
deposits from the RBI in August 2023 and commenced lending operations in October 2023. Certain of our
competitors may have a longer operating history and more experience as compared to us in this business offering. In
addition, these operations may be accompanied by operating and marketing challenges that may be different from
those we have encountered in relation to our other business offerings.

Further, we intend to use a part of the Net Proceeds to invest in BlackBuck Finserve to finance the augmentation of
its capital base to meet its future capital requirements. For further information, see “Objects of the Offer – Details of
the Objects” on page 121. Assessing the future prospects of this business is challenging in light of both known and
unknown risks and difficulties we may encounter and could place significant demands on our management team and
other resources. In particular, our management may have less experience in implementing our business plan and
strategy in this offering compared to more well- established competitors in this industry. In addition, we may face
challenges in planning and forecasting accurately as a result of our inexperience in implementing and evaluating our
business strategies in the vehicle financing industry. We may also expand our vehicle financing offering in newer
geographies, and factors such as competition, customer requirements, regulatory regimes, business practices and
customs in these new markets may differ from those in our existing markets, and our experience in our existing
markets may not be relevant to these new markets. Our inability to successfully address these risks, difficulties and
challenges as a result of our inexperience in the vehicle financing industry may have a negative impact on our ability
to implement our strategic initiatives, which may negatively affect our business, results of operations and financial
condition.

31. There are outstanding legal proceedings involving our Company, Promoters and Directors. An adverse outcome
in any of these proceedings may affect our reputation and standing and impact our future business and could
have a material adverse effect on our business, results of operations and financial condition.

As on the date of this Red Herring Prospectus, we are involved in certain tax, regulatory and criminal legal
proceedings, which are pending at different levels of adjudication before various courts, tribunals, forums and
appellate authorities. We cannot assure you that these legal proceedings will be decided in our favor. Decisions in
proceedings adverse to our interests may have a significant adverse effect on our business, results of operations and
financial condition. In relation to tax proceedings, in the event of any adverse outcome, we may be required to pay
the disputed amounts along with applicable interest and penalty and may also incur additional tax incidence going
forward.

A summary of pending material civil, tax and criminal proceedings involving our Company, Promoters and
Directors, as identified by our Company pursuant to the materiality policy adopted by our Board is provided below:

Category of individuals / Criminal Tax Statutory or Disciplinary actions Material Aggregate

entities proceedings proceedings regulatory by SEBI or Stock civil amount
proceedings Exchanges against litigations involved (in ₹
our Promoters in the million)(1)
last five years,
including
outstanding action
Company
By our Company 72# NA NA NA Nil 14.43
Against our Company 1 10 Nil NA 2 8.13
Directors
By our Directors Nil NA NA NA Nil Nil
Against our Directors 1 Nil Nil NA Nil Nil
Promoters

53
 Category of individuals / Criminal Tax Statutory or Disciplinary actions Material Aggregate
entities proceedings proceedings regulatory by SEBI or Stock civil amount
proceedings Exchanges against litigations involved (in ₹
our Promoters in the million)(1)
last five years,
including
outstanding action
By our Promoter Nil NA NA NA Nil Nil
Against our Promoter Nil 1 Nil Nil Nil 5.65
Subsidiaries
By Subsidiaries Nil NA NA NA Nil Nil
Against Subsidiaries Nil Nil Nil NA Nil Nil
(1) To the extent ascertainable and quantifiable
# Includes 69 cases filed by our Company for alleged violation of Section 138 of the Negotiable Instruments Act, 1881.

If any new developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals,
we may need to make provisions in our financial statements that could increase our expenses and current or long-
term liabilities or reduce our cash and bank balance. For details, see “Outstanding Litigation and Other Material
Developments” on page 382.

32. We have obtained debt financing and are required to comply with certain restrictive covenants under our
financing agreements. Any non-compliance under such agreements may adversely affect our business, results of
operations and financial condition.

As of June 30, 2024, our non-current borrowings amounted to ₹23.46 million. We may also incur additional
indebtedness in the future. The table below sets forth certain information on our non-current borrowings, non-current
borrowings to total equity ratio and debt service coverage ratio, as of the dates indicated:

Particulars June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current Borrowings (₹ million) 23.46 - 28.46 - 120.00
Finance Costs (₹ million) (1) 1.32 - 1.43 12.35 136.90
Total Equity (₹ million) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Non-current borrowings to Total 0.01 - 0.01 - 0.02
Equity ratio (in times)(2)
Adjusted EBITDA(3) 182.55 (58.13) 133.35 (1,544.65) (1,205.33)
Debt service coverage ratio (in times)(4) 31.58 N.A.(5) 30.94 N.A.(5) N.A.(5)
(1) Finance costs consists of interest expense on non-current borrowings based on the Restated Consolidated Financial Information
(2) Non-current borrowings to total equity ratio is computed as non-current borrowings divided by total equity.
(3) Adjusted EBITDA is defined as restated profit/(loss) before tax from continuing operations and adjusted for (a) finance costs (b)
depreciation and amortization expense (c) employee share-based payment expenses (d) other gains/ losses (net) and (e) exceptional items
(4) Debt service coverage ratio is calculated as earnings for debt service (Adjusted EBIDTA) divided by debt service (finance costs as specified
in (1) above and principal repayments of non-current borrowings). Principal repayment of non-current borrowings is as referred to the in
restated statement of cash flows.
(5) Debt service coverage ratio is not applicable for the three months period June 30,2023 and Fiscals 2023 and 2022 as Adjusted EBITDA for
Fiscals 2023 and 2022 is negative.

Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our
business operations and generate sufficient cash flows to service such debt. Any additional indebtedness we incur
may have significant consequences, including, without limitation: requiring us to use a significant portion of our
cash flow from operations and other available cash to service our indebtedness, thereby reducing the funds available
for other purposes, including capital expenditures, acquisitions, and strategic investments; reducing our flexibility in
planning for or reacting to changes in our business, competition pressures and market conditions; and limiting our
ability to obtain additional financing on favorable terms for working capital, capital expenditures, acquisitions, share
repurchases, or other general corporate and other purposes.

Our financing arrangements include conditions that require us to obtain respective lenders’ consent prior to carrying
out certain activities and entering into certain transactions. Failure to meet these conditions or obtain these consents
could have significant consequences on our business and operations. These covenants vary depending on the
requirements of the financial institution extending such loan and the conditions negotiated under each financing
agreement. Certain of the corporate actions that require prior consents from certain lenders include, among others,
changes in the shareholding of our Promoters, changes in management or control of our Company, changes to the
capital structure of our Company, changes to our business, changes to our corporate or trade name and changes to
our constitutional documents. Failure to comply with such covenants may restrict or delay certain actions or
initiatives that we may propose to take from time to time.

A failure to observe the covenants under our financing arrangements or to obtain necessary waivers may lead to the
termination of our credit facilities, acceleration of amounts due under such facilities, suspension of further
access/withdrawals, either in whole or in part, for the use of the facility and/or restructuring of our debt.

54
33. Our insurance coverage may not be sufficient or may not adequately protect us against risks and unexpected
events, which may adversely affect our business, results of operations and financial condition.

We maintain insurance coverage under various insurance to safeguard against risks and unexpected events, including
for our office and professional establishment as well as directors and officers liability, group mediclaim policy,
group term life insurance and marine cargo policy.

Set out below are details of our insurance coverage on our total insured assets as of the dates indicated:

Particulars As of June 30, As of March 31,

2024 2023 2024 2023 2022
Amount of Sum Insured (₹ million) (A) 176.96 164.79 164.79 209.94 168.88
Gross amount of Insured Assets (₹ million) (B)* 151.25 166.11 163.62 224.46 200.54
Insurance coverage to gross value of Insured 117.00% 99.21% 100.72% 93.53% 84.21%
Assets (%) (C = A/B)
* Gross amount of Insured assets is total gross amount of property, plant and equipment, excluding Plant and machinery (Telematics devices)
and motor vehicles.

We cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to
successfully claim our losses under our current insurance policy on a timely basis, or at all. If we incur any loss that
is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our
business, results of operations and financial condition could be materially and adversely affected. If our insurance
carriers change the terms of our policies in a manner unfavorable to us, our insurance costs could increase. While we
have not faced any such instances in the three months ended June 30, 2024 and Fiscals 2024, 2023 and 2022, if our
losses significantly exceed or differ from our insurance coverage or our losses cannot be recovered through
insurance in the future, our business, results of operations and financial condition could be adversely affected.

Any payments we make to cover any losses, damages or liabilities or any delays we experience in receiving
appropriate payments from our insurers could have a material adverse impact on our business, results of operations
and financial condition. For further details on the insurance policies maintained by us, see “Our Business –
Insurance” on page 187.

Further, our insurance coverage may expire from time to time and we apply for the renewal of our insurance
coverage in the normal course of our business. While none of our insurance policies are due for renewal as of date,
we cannot assure you that such renewals in the future (on expiry) will be granted in a timely manner, at acceptable
cost or at all.

34. Our Company has in the past undertaken a bonus issue which may impact the ability of the Company to declare
dividends or undertake bonus issuances in the future.

Pursuant to the board resolution dated May 27, 2024 and Shareholders’ resolution dated May 28, 2024, our
Company capitalised a sum out of our Company’s securities premium account for the purpose of issuance and
allotment of Equity Shares by way of bonus issue (“Bonus Issue”) to the eligible shareholders of our Company as on
the record date of May 27, 2024 (“Record Date”), in compliance with the applicable provisions of the Companies
Act, 2013. The allotment was made pursuant to the board resolution dated June 7, 2024 in proportion of 550 new
Equity Shares for every one Equity Share held by the shareholders of our Company held as on the Record Date. For
details, see “Capital Structure – Notes to the Capital Structure – Share capital history of our Company – Equity
share capital” on page 89.

The Company’s securities premium account stood at ₹19,671,674,359.36 as at March 31, 2024 and
₹19,530,400,798.36 as on the date of this RHP after accounting for (i) the Bonus Issue and (ii) the conversion of the
partly paid-up Equity Shares to fully paid-up Equity Shares. The utilisation of our Company’s free reserves in the
past to undertake the aforesaid Bonus Issue may impact our Company’s ability to declare dividends and undertake
bonus issuances in the future.

35. The audit reports on our special purpose audited consolidated financial statements as of and for the periods
ended June 30, 2024 and June 30, 2023 include certain emphasis of matters.

The audit reports issued by our Statutory Auditors dated October 14, 2024 on our special purpose audited
consolidated financial statements as at and for the periods ended June 30, 2024 and June 30, 2023 include emphasis
of matters in relation to the express purpose of preparation of such financial statements for the purposes of the Offer.
As a result, the special purpose interim consolidated financial statements may not be suitable for another purpose.
For more information, see “Financial Information - Restated Consolidated Financial Information” on page 239.

We cannot assure you that our Statutory Auditors’ reports for any future financial period will not contain similar
matters or other remarks or observations, and that such matters will not otherwise affect our financial condition, cash
flows and results of operations.

55
36. Our Company had received a summons to appear as a witness in a proceeding before the State of Punjab had
initiated proceedings under the Narcotic Drugs and Psychotropic Substances Act against a user of our
Company’s platform. The District and Sessions Courts may pass adverse adjudication orders against us which
may adversely impact our business, our financial condition and our reputation.

The State of Punjab had initiated proceedings under the Narcotic Drugs and Psychotropic Substances Act (“NDPS
Act”), 1985 against Gurteg Singh who had used the Company’s platform to contact a shipper carry goods with
vehicle bearing number PB-65-AT-2368 subsequent to being found carrying substances punishable under section 15,
61 and 85 of the NDPS Act. Our Company had received a summon on April 12, 2024 to appear as a witness and had
submitted evidence in the matter before the District and Sessions Courts, Rupnagar, Punjab on April 30, 2024. The
matter is currently pending. Further, the said matter is not quantifiable.

We cannot assure you that the District and Sessions Courts will not ask for additional information in relation to our
Company, or our employees or if we will be able to provide such information to the satisfaction of the District and
Sessions Courts. We cannot assure you that the court will not pass an adverse order against the Company or impose
a penalty or take any other action against us. Any such imposition of penalties or passing of such orders may have a
material adverse impact on our business, our financial performance and/or our reputation.

For further details of please see “Outstanding Litigation and Material Developments - Litigation against our
Company – Criminal Litigation” on page 382.

37. We have in this Red Herring Prospectus included certain non-GAAP financial measures and certain other
industry measures related to our operations and financial performance that may vary from any standard
methodology that is applicable across the industry we operate.

Certain non-GAAP financial measures relating to our financial performance, namely Net Worth, EBITDA, EBITDA
margin, Adjusted EBITDA, Contribution Margin, Operating Leverage and certain other industry measures relating
to our operations and financial performance, such as, annual transacting truck operator, average monthly transacting
truck operator, monthly to annual truck operator ratio and gross transaction value of payments for fiscal year (“Non-
GAAP Measures”) have been included in this Red Herring Prospectus. Such Non-GAAP Measures are
supplemental measures of our performance and liquidity is not required by, or presented in accordance with, Ind AS,
IFRS or US GAAP. We compute and disclose such Non-GAAP Measures and such other industry related statistical
and operational information relating to our operations and financial performance as we consider such information to
be useful measures of our business and financial performance, and because such measures are frequently used by
securities analysts, investors and others to evaluate the operational performance of similar businesses, many of
which provide such Non-GAAP Measures and other industry related statistical and operational information. Further,
these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or
US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/(loss) for the
years/period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance
with Ind AS, IFRS or US GAAP. These Non-GAAP Measures and such other industry related statistical and
operational information relating to our operations and financial performance may not be computed on the basis of
any standard methodology that is applicable across the industry and therefore may not be comparable to financial
and operational measures, and industry related statistical information of similar nomenclature that may be computed
and presented by other similar companies. In addition, these Non-GAAP Measures are not standardized terms, hence
a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may
calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure.

Further, we track certain operating metrics with our internal systems and tools. Our methodologies for tracking these
metrics may change over time, which could result in changes to our metrics in the future, including to metrics that
we publicly disclose. If our internal systems and tools track our metrics inaccurately in the future, the corresponding
data may be inaccurate. This may impair our understanding and evaluation of certain aspects of our business, which
could affect our operations and long- term strategies. Such supplemental financial and operational information is
therefore of limited utility as an analytical tool, and investors are cautioned against considering such information
either in isolation or as a substitute for an analysis of our Restated Consolidated Financial Information disclosed
elsewhere in this Red Herring Prospectus. For further information, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Non-GAAP Measures” on page 365.

38. Our business is subject to seasonality, which may contribute to fluctuations in our results of operations and
financial condition.

Our business is subject to seasonality, as we see reduced demand of our services (particularly our payments and
loads marketplace offerings) from our customers during the monsoon season. Monsoons bring a unique set of
challenges to the logistics and transportation industries, from road damage to the increased cost of operations due to
constant rerouting of trucks, to increased need for monitoring and coordination. These are caused due to issues such
as heavy rainfall, waterlogged roads and reduced visibility. Accordingly, our financial condition, cash flows and
results of operations in the first quarter of a financial year may not accurately reflect the trends for the entire

56
 financial year and may not be comparable with our financial condition, cash flows and results of operations for other
quarters. Additionally, any significant event such as unforeseen economic slowdown, political instabilities or
epidemics during any peak season may adversely affect our business, results of operations and financial condition.

39. We face competitive pressures in our business and our inability to compete effectively would be detrimental to our
business, results of operations and financial condition.

India’s freight industry continues to be characterized by high intermediation due to deeply entrenched local networks
of brokers. Bridging this gap with truck operators through a mix of physical and digital outreach, while continuing to
increase the liquidity of the marketplace will require sustained effort. Moreover, the development of railways as an
alternative to road freight may lead to a reduction in dependence on trucking over the next few decades. Further, the
fleet payments landscape in India is very competitive, with established players including multiple banks that
continue to push for higher market share as the digital landscape evolves. In relation to vehicle financing, gaining
market share can be challenging as traditional NBFCs possess extensive physical presence with proven underwriting
models and efficient collection services. Financial services players and banks such as Shriram Finance, ICICI Bank,
IDFC First Bank, Axis Bank, HDFC Bank, State Bank of India and Kotak Mahindra Bank among numerous others
provide solutions around tolling and vehicle financing. (Source: Redseer Report) For further information, see
“Industry Overview” on page 145.

While we do not have direct, identifiable competitors providing the entire spectrum of services we provide, we
compete against specific market players in certain of our offerings. In relation to our payments, telematics and loads
marketplace offerings, we believe the principal competitive factors in the market for these offerings include industry
expertise, platform and product features and functionality, ability to build new technology and keep pace with
innovation, security and reliability. We compete in markets characterized by changing technology, changing
customer needs, evolving industry standards, and frequent introductions of new products and services. According to
the Redseer Report, the trucking industry grapples with structural challenges and inefficiencies throughout the truck
operator’s journey. Issues like ineffective monitoring, cash leakages, low accessibility and high intermediation
increase the overall fulfillment costs directly affecting their cost of operations. Further, our industry is exposed to
challenges regarding integrated service offerings, that may require substantial effort and coordination (Source:
Redseer Report). We expect competition to increase in the future as established and emerging companies continue to
enter the markets we serve or attempt to address the problems that our offerings seek to address. Moreover, as we
expand the scope of our offerings, we may face additional competition. We may not be able to maintain our
competitiveness in any of these areas with respect to any of our services. Our efforts to offset pricing pressures,
including strategies to advance our technological capabilities, may not be successful. Our existing and potential
competitors may equal or surpass us in terms of their financial, sales, marketing and other resources. If we fail to
compete effectively in the future, our business and prospects for growth could be materially and adversely affected.
Our customers may opt to transact with our competitors instead of with us if we fail to develop and provide the
technology and quality required by our customers at a rate comparable to our competitors. There can be no assurance
that we will be able to competitively develop the higher value add offerings necessary to retain business or attract
new customers. There can also be no assurance that we will be able to establish a compelling advantage over our
competitors, which may have a material and adverse effect on our business, results of operations and financial
condition.

40. Certain CCPS which were converted to Equity Shares of face value of ₹1 each in terms of the SEBI ICDR
Regulations are held by certain Shareholders of our Company, in physical form as their demat accounts have not
been opened.

As on the date of the Draft Red Herring Prospectus, (i) GSAM Holdings LLC held 11,060 Series D CCPS; and (ii)
Rajaraman Parameswaran held 15 Series E CCPS. As on the date of this Red Herring Prospectus, such CCPS shares
have been converted to (i) 4,997,129 Equity Shares of face value of ₹1 each; and (ii) 6,855 Equity Shares of face
value of ₹1 each respectively, (collectively, “Converted Shares”) pursuant to the conversion of such CCPS into
Equity Shares as required under the SEBI ICDR Regulations. As on the date of this Red Herring Prospectus, such
Converted Shares resulting from conversion of respective series of CCPS held by GSAM Holdings LLC and
Rajaraman Parameswaran are held in physical form as their demat accounts are not opened and operational. Our
Company had credited such Converted Shares to demat suspense account “Unclaimed Securities – Suspense Escrow
Account”. For further details, see “Capital Structure” on page 88.

41. Internal or external fraud or misconduct could adversely affect our reputation, business, results of operations and
financial condition.

Our business may expose us to the risk of fraud, misappropriation, misrepresentation or unauthorized transactions by
our employees, Touchpoints, truck operators and unauthorized third-parties, which may subject us to regulatory or
other proceedings thereby adversely affecting our reputation, business, results of operations and financial condition.
Misconduct by our employees or Touchpoints could involve the breach of any applicable confidentiality agreement
or engagement in illegal or unethical practices for acquisition of customers.

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 Our operations across all our offerings subject us to fraudulent schemes to exploit and deceive both our customers
and our platform. These may take various forms, including KYC fraud, chargeback fraud, identity theft, fake
listings, unauthorized use of bank account information (including use of stolen or fraudulent credit card data) or
mobile phone numbers or account takeovers of customers. For instance, in relation to our tolling offering, our truck
operators may use FASTags issued for light weight trucks for heavy weight trucks in order to pay reduced fees,
which may adversely affect our revenues. We have instituted a platform trust team (which investigates instances of
fraud) comprising 23 members as of June 30, 2024 and implemented various measures intended to anticipate,
identify, prevent and address the risks of such activities. However, these measures may not adequately address or
prevent all or any of these illegal, improper or otherwise inappropriate activities. While we have not faced any
instances of fraud or misconduct by employees, Touchpoints or other third-parties that led to any material losses in
the three months ended June 30, 2024 and Fiscals 2024, 2023 and 2022, there can be no assurance that these
instances will not occur in the future.

42. Our Promoters, i.e., Rajesh Kumar Naidu Yabaji, Chanakya Hridaya, and Ramasubramanian Balasubramaniam
have limited experience in which our business is operating.

Our Promoters Rajesh Kumar Naidu Yabaji, Chanakya Hridaya, and Ramasubramanian Balasubramaniam
incorporated our Company in 2015. Prior to incorporating our Company, our Promoters did not have any experience
in the Indian trucking industry. Our Promoters have a cumulative work experience of 27 years in the Indian trucking
industry and owning to the limited experience in such sector, our Promoters may have less experience in
implementing our business plan and strategy in this offering compared to more well established competitors in this
industry and may face challenges in addressing the risks frequently encountered by our industry. Our inability to
successfully address these risks, difficulties, and challenges as a result of our Promoters’ limited experience in the
Indian trucking sector may have a negative impact on our ability to implement our strategic initiatives, which may
negatively affect our business, results of operations and financial condition. For further details on our Promoters, see
“Our Promoters and Promoter Group” and “Our Management – Brief Biographies of Directors” on pages 234 and
217, respectively.

43. The Unaudited Pro Forma Financial Information included in this Red Herring Prospectus is presented for
illustrative purposes only and may not accurately reflect our future financial condition, financial position and
results of operations.

This Red Herring Prospectus contains our Unaudited Pro Forma Financial Information as of and for the three months
ended June 30, 2024 and the year ended March 31, 2024. The Unaudited Pro Forma Financial Information has been
prepared to illustrate the impact of the transfer of the corporate freight business to a third party (the “Slump Sale”)
which was completed on August 22, 2024 on our Restated Consolidated Financial Statements. We executed a
business transfer agreement for the Slump Sale on August 5, 2024 with a third party/buyer for a consideration of
₹958.54 million which is higher than the net book value of assets transferred. Accordingly, the Slump Sale did not
materially impact the networth of our Company. For further details, see “Financial Information –Pro Forma
Financial Information” on page 330.

The Unaudited Pro Forma Financial Information illustrates the impact of the Slump Sale on our restated
consolidated summary statement of assets and liabilities as of June 30, 2024 and March 31, 2024 and as if the Slump
Sale was completed on June 30, 2024 and March 31, 2024, respectively, and on our restated consolidated summary
statement of profit and loss for the three months ended June 30, 2024 and the year ended March 31, 2024 as if the
Slump Sale was completed on April 1, 2024 and April 1, 2023, respectively. The Unaudited Pro Forma Financial
Information has been prepared and included in this Red Herring Prospectus on a voluntary basis. The Unaudited Pro
Forma Financial Information addresses a hypothetical situation and does not represent our actual consolidated
financial condition or results of operations and is not intended to be indicative of our future financial condition and
results of operations. As the Unaudited Pro Forma Financial Information has been prepared for illustrative purposes
only, by its nature, it may not give an accurate picture of the actual financial condition, cash flows and results of
operations that would have occurred had such transactions by us been effected on the date they are assumed to have
been effected, and is not intended to be indicative of our future financial performance.

The Unaudited Pro Forma Financial Information has not been prepared in accordance with generally accepted
accounting principles, including accounting standards, and accordingly should not be relied upon as if it had been
prepared in accordance with those principles and standards. Accordingly, the degree of reliance placed by anyone on
such Unaudited Pro Forma Financial Information should be limited. Further, the Unaudited Pro Forma Financial
Information has not been prepared in accordance with accounting or other standards and practices generally accepted
in jurisdictions other than India, such as Regulation S-X under the U.S. Securities Act of 1933, as amended, and
accordingly should not be relied upon as if they had been prepared in accordance with those standards and practices
of any other jurisdiction. The Unaudited Pro Forma Financial Information included in this Red Herring Prospectus is
not intended to be indicative of expected results or operations in the future periods or the future financial position of
our Company or a substitute for our past results, and the degree of reliance placed by investors on our Unaudited Pro
Forma Financial Information should be limited. Further, if the various assumptions underlying the preparation of the
Unaudited Pro Forma Financial Information do not come to pass, our actual results could be materially different

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 from those indicated in the Unaudited Pro Forma Financial Information. For further details, see “Financial
Information – Unaudited Pro Forma Financial Information”.

44. Our business requires us to obtain and renew certain licenses and permits from government, regulatory and
statutory authorities and the failure to obtain or renew them in a timely manner may adversely affect our
business, results of operations and financial condition.

Our business requires us to obtain and renew, from time to time, certain approvals, licenses, registrations and permits
under various regulations, guidelines, circulars and statutes regulated by authorities such as the Government of India,
the State Governments and certain other regulatory and government authorities, for operating our business. For
further details, see “Government and Other Approvals” on page 387.

While we have applied for some of these approvals and permits, we cannot assure you that we will receive these
approvals on time or at all in relation to execution of our business operations. If we fail to obtain the necessary
approvals and permits or if there is any delay in obtaining such approvals and permits, it may disrupt our operations,
result in the application of penalties and may materially and adversely affect our business, results of operations and
financial condition. For instance, we have made applications for registration as a corporate agent to the Insurance
Regulatory and Development Authority of India. There can be no assurance that we will be able to obtain such
licenses and certifications, in time or at all. Failure by us to renew, maintain or obtain the required permits or
approvals at the requisite time may result in the interruption of our operations and may have an adverse effect on our
business, results of operations and financial condition. Further, we cannot assure that the approvals, licenses,
registrations and permits issued to us would not be suspended or revoked in the event of non-compliance or alleged
non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any failure to renew the
approvals that have expired or apply for and obtain the required approvals, licenses, registrations or permits, or any
suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be issued
to us, may impede our operations.

45. Our online app marketing may constitute internet advertisement, which subjects us to laws, rules and regulations
applicable to advertising.

Indian advertising laws, rules and regulations, including the Consumer Protection Act, 2019 and the IT Act, require
advertisers to ensure that the content of the advertisements they prepare or distribute is fair and accurate and is in full
compliance with applicable law. Violation of these laws, rules or regulations may result in penalties, orders to cease
dissemination of the advertisements and orders to publish corrective information. Complying with these
requirements and failure to comply may increase our costs and could have a material adverse effect on our business,
results of operations and financial condition.

46. We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer.
Our funding requirements and deployment of the Net Proceeds of the Offer are based on management estimates
and have not been independently appraised.

We intend to use the net proceeds of the Offer for the purposes described in the section titled “Objects of the Offer”
on page 120. The objects of the Offer and our funding requirement is based on management estimates and have not
been appraised by any bank or financial institution. These are based on current conditions and are subject to changes
in external circumstances or costs, or in other financial condition, business or strategy, as discussed further below.
Our management, in accordance with the policies established by our Board of Directors from time to time, will have
flexibility in deploying the Net Proceeds of the Offer. Based on the competitive nature of our industry, we may have
to revise our business plan and/or management estimates from time to time and consequently our funding
requirements may also change. Our management estimates may differ from the value that would have been
determined by third party appraisals, which may require us to reschedule or reallocate our planned expenditure,
subject to applicable laws, and may have an adverse impact on our business, results of operations and financial
condition. Accordingly, investors in the Equity Shares will be relying on the judgment of our management regarding
the application of the Net Proceeds. We may invest in our NBFC subsidiary which is proposed to be undertaken in
the form of either debt or equity, which will be determined by our Company at the time of making such investment
and has not been finalized as on the date of this Red Herring Prospectus.

Further, we will appoint a monitoring agency for monitoring the utilization of Net Proceeds in accordance with
Regulation 41 of the SEBI ICDR Regulations and the monitoring agency will submit its report to us on a quarterly
basis in accordance with the SEBI ICDR Regulations. Further, the application of the Net Proceeds in our business
may not lead to an increase in the value of your investment. Various risks and uncertainties, including those set forth
in this section “Risk Factors”, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in
our business.

47. Our Company will not receive any proceeds from the Offer for Sale portion. The Selling Shareholders will receive
the net proceeds from the Offer for Sale portion.

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 The Offer consists of a Fresh Issue of up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹5,500.00
million and an Offer for Sale of up to 20,685,800 Equity Shares of face value of ₹1each aggregating up to ₹[●]
million. The entire proceeds of the Offer for Sale, net of proportionate Offer expenses, will be received by each of
the Selling Shareholders, to the extent of its respective portion of Offered Shares, and will not result in any creation
of value for us or in respect of your investment in our Company. For details in relation to the Selling Shareholders,
see “The Offer” on page 68.

48. Our Registered and Corporate Office and all branch offices are situated on lands/in buildings that are not owned
by us. In the event that we lose such rights or are required to renegotiate arrangements for such rights, our
business, results of operations and financial condition may be affected.

Our Registered and Corporate Office and all of our branch offices are situated on lands/in buildings that have been
leased/licensed to us by third parties and are not owned by us. None of such lease/license transactions have been
undertaken with our Promoters, Directors or our related parties. For further details, see “Our Business – Property
and Facilities” on page 187. Termination of such lease/license arrangements or our failure to renew such agreements
on favorable conditions and in a timely manner, or at all, could require us to vacate such premises at short notice and
could adversely affect our business, results of operations and financial condition. We cannot assure you that we will
be able to renew any such arrangements when the term of the original arrangement expires on similar terms or terms
reasonable for us. In the event that we are required to vacate our current premises, we would be required to make
alternative arrangements for new offices and other infrastructure and we cannot assure that the new arrangements
will be on commercially acceptable terms, which could have an adverse effect on our business, results of operations
and financial condition. While we have not faced any instances of difficulties in negotiating our lease arrangements
or premature termination of existing lease agreements in the three months ended June 30, 2024 and Fiscals 2024,
2023 and 2022, there can be no assurance that such instances will not occur in the future. Any failure to identify
suitable premises for relocation of existing properties, if required, could have an adverse effect on our business,
results of operations and financial condition.

Further, any regulatory non-compliance by the landlords or adverse development relating to the landlords’ title or
ownership rights to such properties may entail significant disruptions to our operations, especially if we are forced to
vacate leased spaces following any such developments and expose us to reputation risks. Any adverse impact on the
title, ownership rights, development rights of the owners from whose premises we operate or breach of the
contractual terms of any lease and license agreements may affect our business, results of operations and financial
condition.

In addition, the deeds for our existing and future leased properties may not be adequately stamped. While we believe
that adequate stamp duty has been paid on our existing leased properties, such stamp duty may not be accepted as
evidence in a court of law, and we may be required to pay penalties for inadequate stamp duty.

49. Our related party transactions may increase in the future and we cannot assure you that these would be entered
into on favorable terms, which may adversely affect our business, results of operations and financial condition.

We have in the past entered into transactions with certain of our related parties and such related party transactions
may increase in the future. For details of our related party transactions, see “Offer Document Summary - Summary of
Related Party Transactions” on page 24.

All such transactions have, unless otherwise disclosed in the Restated Consolidated Financial Statements, been
entered into in accordance with Companies Act, 2013 and rules framed thereunder, including after taking necessary
consents and approvals from the board of directors and/or from the shareholders of the Company and at an arm’s
length basis. However, we cannot assure you that we could not have obtained more favorable terms had such
transactions been entered into with unrelated parties. Although all related party transactions that we may enter into
post-listing will be subject to board or shareholders’ approval, as necessary under the Companies Act and the SEBI
Listing Regulations, we cannot assure you that such transactions in the future, individually or in the aggregate, will
not have an adverse effect on our business, results of operations and financial condition.

50. Any downgrade of our credit ratings may restrict our access to capital and thereby adversely affect our business,
results of operations and financial condition.

Our business depends on our ability to obtain funds at competitive rates. The cost and availability of capital, among
other factors, is also dependent on our current and future results of operations and financial condition, our ability to
effectively manage risks, our brand and our credit ratings. We may not be able to avail of the requisite amount of
financing or obtain financing at competitive interest rates if we fail to have favorable results of operations. We had
been last rated by ICRA Limited in March 2024 for each of our short-term fund-based and non-fund based
instruments have been reaffirmed as A4+. While there has been no downgrade to our Company’s credit ratings
during the three months ended June 30, 2024 and Fiscals 2024, 2023 and 2022, any downgrade made to our credit
ratings could lead to high borrowing costs and limit our access to capital and lending markets and, as a result, could
adversely affect our business. In addition, downgrades of our credit ratings could increase the possibility of
additional terms and conditions being added to any new or replacement financing arrangements. For more
information, see “Financial Indebtedness” on page 380.
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51. The grant of options in future under any employee stock option schemes by our Company will result in a charge
to our profit and loss account and may adversely impact our net income.

Our Company follows the Ind AS method of accounting for employee compensation cost on options granted which
could result in a charge to our Company’s profit and loss account. Under Ind AS, stock options are granted to the
employees under the stock option schemes. The cost of stock options granted to the employees (equity-settled
awards) of the Company are measured at the fair value of the options granted. For each stock option, the
measurement of fair value is performed on the grant date. The grant date is the date on which the Company and the
employees agree to the stock option scheme. The fair value so determined is revised only if the stock option scheme
is modified in a manner that is beneficial to the employees. This cost is recognized, together with a corresponding
increase in share-based payment reserves in equity, over the period in which the performance and/or service
conditions are fulfilled in employee benefits expense. The cumulative expense recognized for equity-settled
transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired
and the Company’s best estimate of the number of equity instruments that will ultimately vest. The statement of
profit and loss expense or credit for a period represents the movement in cumulative expense recognized as at the
beginning and end of that period and is recognized in employee benefits expense. In addition to the effect on the
profit and loss account, the exercise of vested stock options will dilute the interests of shareholders (as in the case of
any issuance of Equity Shares). For further information on ESOP schemes, see “Capital Structure – Employee Stock
Options Scheme of our Company” on page 110.

52. We cannot assure payment of dividends on the Equity Shares in the future and our ability to pay dividends in the
future will depend on our earnings, financial condition, cash flows, working capital requirements, capital
expenditures and restrictive covenants of our financing arrangements and we may not be able to pay dividends in
future.

Our Company has not declared dividends on our Equity Shares during the three months ended June 30, 2024 and
Fiscals 2024, 2023 and 2022. Our ability to pay dividends in the future will depend upon our future earnings,
financial condition, cash flows, working capital requirements, capital expenditure requirements and restrictive
covenants under financing arrangements that we may enter into.

The declaration and payment of dividends will be recommended by our Board of Directors and approved by our
Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law,
including the Companies Act, 2013. For details, see “Dividend Policy” on page 238. We may retain all future
earnings, if any, for use in the operations and expansion of the business. As a result, we may not declare dividends in
the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the
discretion of our Board and will depend on factors that our Board deems relevant, including among others, our future
earnings, financial condition, cash requirements, business prospects and any other financing arrangements. We
cannot assure you that we will be able to pay dividends in the future. Accordingly, realization of a gain on
Shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There can be no
guarantee that our Equity Shares will appreciate in value.

53. Our Promoters will continue to retain significant shareholding in our Company after the Offer, which will allow
them to exercise significant influence over us.

After the completion of the Offer, our Promoters will hold approximately [●]% of our outstanding Equity Shares.
Accordingly, our Promoters will continue to exercise significant influence over our business and all matters
requiring shareholders’ approval, including the composition of our Board of Directors, the adoption of amendments
to our certificate of incorporation, the approval of mergers, strategic acquisitions or joint ventures or the sales of
substantially all of our assets, and the policies for dividends, lending, investments and capital expenditures. The
interests of our Promoters, as our Company’s significant shareholders, could be different from the interests of our
other Shareholders and their influence may result in change of management or control of our Company, even if such
a transaction may not be beneficial to our other Shareholders.

EXTERNAL RISK FACTORS

54. Any adverse development, slowdown in Indian economy, political or any other factors beyond our control may
have an adverse impact on our business, results of operations and financial condition.

We are dependent on prevailing economic conditions in India and our results of operations are affected by factors
influencing the Indian economy, as well as the economies of the regional markets in which we operate. Any
slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could
adversely affect our business, results of operations and financial condition and the price of our Equity Shares.

Further, economic developments globally can have a significant impact on India. For instance, the global economy
has been negatively impacted by the conflict between Russia and Ukraine. Governments in the United States, United
Kingdom, and European Union have imposed sanctions on certain products, industry sectors, and parties in Russia.
The conflict could negatively impact regional and global financial markets and economic conditions, and result in
global economic uncertainty and increased costs of various commodities, raw materials, energy and transportation.
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 In addition, recent increases in inflation and interest rates globally, including in India, could adversely affect the
Indian economy. In case we are not able to react to adverse economic developments, sector-specific conditions and
cyclical trends in a flexible and appropriate way, business, results of operations and financial condition could be
adversely affected.

55. Changing laws, rules and regulations and legal uncertainties, including adverse application or interpretation of
corporate and tax laws, may adversely affect our business, results of operations and financial condition.

The regulatory and policy environment in which we operate is evolving and subject to change. Our business and
financial performance could be adversely affected by unfavorable changes in or interpretations of existing, or the
promulgation of new, laws, rules and regulations applicable to us and our business. Our business, results of
operations and financial condition may be adversely impacted, to the extent that we are unable to suitably respond to
and comply with any such changes in applicable law and policy. Any political instability in the countries in which
we operate, such as corruption, scandals and protests against certain economic reforms, which have occurred in the
past, could slow the pace of liberalization and deregulation. The rate of economic liberalization could change, and
specific laws and policies affecting foreign investment, currency exchange rates and other matters affecting
investment in India could change as well.

The GoI has passed new laws relating to social security, occupational safety, industrial relations and wages namely,
the Code on Social Security, 2020 (“Social Security Code”), the Occupational Safety, Health and Working
Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019, respectively which were
to take effect from April 1, 2021 (collectively, the “Labour Codes”). The GoI has deferred the effective date of
implementation of the respective Labour Codes, and they shall come into force from such dates as may be notified.
Different dates may also be appointed for the coming into force of different provisions of the Labour Codes. While
the rules for implementation under these codes have not been finalized, as an immediate consequence, the coming
into force of these codes could increase the financial burden on our Company, which may adversely impact our
profitability.

Further, the application of various Indian tax laws, rules and regulations to our business, currently or in the future, is
subject to interpretation by the applicable taxation authorities. For instance, the Taxation Laws (Amendment) Act,
2019, a tax legislation issued by the Ministry of Finance, GoI, effective as of September 20, 2019, prescribes certain
changes to the income tax rate applicable to companies in India. According to this legislation, companies can
henceforth voluntarily opt in favor of a concessional tax regime (subject to no other special benefits/exemptions
being claimed), which reduces the basic rate of income tax payable to 22% subject to compliance with conditions
prescribed, from the erstwhile 25% or 30% depending upon the total turnover or gross receipt in the relevant period.
Any such future amendments may affect our other benefits such as loss of minimum alternate tax carry forward,
exemption for income earned by way of dividend from investments in other domestic companies and units of mutual
funds, exemption for interest received in respect of tax free bonds, and long-term capital gains on equity shares if
withdrawn by the statute in the future, and the same may no longer be available to us. Any adverse orders passed by
the appellate authorities/tribunals/courts would have an effect on our profitability. We have had instances where
orders by courts and tribunals have had an effect on our profitability. Further, the Government of India announced
the union budget for Fiscal 2024, pursuant to which the Finance Act, 2024 (“Finance Act”), has introduced various
amendments to taxation laws in India. As such, there can be no certainty on the impact that the Finance Act may
have on our business and operations or on the industry in which we operate.

56. Any adverse application or interpretation of the competition laws in India including the Competition Act, 2002, as
amended, could adversely affect our business, results of operations and financial condition.

The Competition Act, 2002, as amended (“Competition Act”), was enacted for the purpose of preventing practices
that have or are likely to have an appreciable adverse effect on competition (“AAEC”) in the relevant market in
India and mandates the Competition Commission of India (the “CCI”) to separate such practices. Under the
Competition Act, any formal or informal arrangement, understanding or action in concert, which causes or is likely
to cause an AAEC in India, is considered void and results in the imposition of substantial monetary penalties.
Further, any agreement among competitors which directly or indirectly involves the determination of purchase or
sale prices, limits or controls production, supply, markets, technical development, investment or provision of
services, shares the market or source of production or provision of services in any manner, including by way of
allocation of geographical area, type of goods or services or number of consumers in the relevant market in any other
similar way or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an AAEC on
competition and is considered void.

The Competition Act also prohibits abuse of a dominant position by any enterprise. If it is proved that the
contravention committed by a company took place with the consent or connivance or is attributable to any neglect on
the part of any director, manager, secretary or other officer of such company, that person shall also be guilty of the
contravention and may be punished. The Competition Act was amended in April 2023 to, inter alia, increase the
scope of definition of anti-competitive agreements and empower the CCI to impose penalties based on a company’s
global turnover.

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 The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an
AAEC on competition in India. The Competition Act also includes provisions in relation to combinations which
require any acquisition of shares, voting rights, assets or control or mergers or amalgamations, which cross the
prescribed asset and turnover based thresholds, to be mandatorily notified to and pre-approved by the CCI. While
certain agreements entered into by us could be within the purview of the Competition Act, the impact of the
provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this
stage. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or
combination occurring outside India if such agreement, conduct or combination has an AAEC in India. In the event
we pursue an acquisition in the future, we may be affected, directly or indirectly, by the application or interpretation
of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse
publicity that may be generated due to scrutiny or prosecution by the CCI, or if any prohibition or substantial
penalties are levied under the Competition Act, it would adversely affect our business, results of operations and
financial condition. The manner in which the Competition Act and the CCI affect the business environment in India
may also adversely affect our business, results of operations and financial condition.

57. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on
the trading price of, and returns on, our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the NSE and BSE. Any dividends in respect of our
Equity Shares will be paid in Indian Rupees and subsequently converted into the relevant foreign currency for
repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to undertake
such conversion may reduce the net dividend foreign investors receive. In addition, any adverse movement in
currency exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares, for
example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce
the proceeds received by Equity Shareholders. For example, the exchange rate between the Rupee and the U.S.
dollar has fluctuated in recent years and may continue to fluctuate substantially in the future, which may have a
material adverse effect on the trading price of our Equity Shares and returns on our Equity Shares, independent of
our operating results.

58. If inflation were to rise in India, we might not be able to increase the prices of our services at a proportional rate in order to
pass costs on to our customers and our profits might decline.

Inflation rates could be volatile, and we may face inflation in the future as India had witnessed in the past. Increasing inflation can
contribute to an increase in interest rates and increased costs to our business, including increased costs of salaries and other
operating expenses relevant to our business. Further, high inflation leading to higher interest rates may also lead to a slowdown in
the economy and adversely impact credit growth. Consequently, we may also be affected and fall short of business growth and
profitability. Fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. While the
Government of India through the RBI has previously initiated economic measures to combat high inflation rates, it is unclear
whether these measures will remain in effect, and there can be no assurance that Indian inflation levels will not rise in the future.
Any increase in inflation in India can increase our operating expenses, which we may not be able to pass on to our customers,
whether entirely or in part, and the same may adversely affect our business and financial condition. In particular, we might not be
able to reduce our costs or pass the increase in costs on to our customers. In such case, our business, results of operations and
financial condition may be adversely affected.

59. Investors may have difficulty enforcing foreign judgments in India against us or our management.

The Company is a limited liability company incorporated under the laws of India. A majority of our directors and executive
officers are residents of India and most of our assets are located in India. As a result, it may be difficult for investors to effect
service of process on us or such persons in jurisdictions outside of India, or to enforce against them judgments obtained in courts
outside of India predicated upon civil liabilities on us or such directors and executive officers under laws other than Indian Law.

India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number of
jurisdictions, such as the United Kingdom; however, no reciprocity has been established with the United States. In order to be
enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Indian Code of Civil
Procedure, 1908 (the “Civil Code”). The Civil Code only permits the enforcement and execution of monetary decrees in the
reciprocating jurisdiction, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties.
Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings
of execution in India. Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating territory
for civil liability, whether or not predicated solely upon the general laws of the non-reciprocating territory, would not be
enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against us, our officers or directors, it may be
required to institute a new proceeding in India and obtain a decree from an Indian court. However, the party in whose favor such
final judgment is rendered may bring a fresh suit in a competent court in India based on a final judgment that has been obtained in
a non-reciprocating territory within three years of obtaining such final judgment. Generally, there are considerable delays in the
disposal of suits by Indian courts. It is unlikely that a court in India would award damages on the same basis as a foreign court if
an action were to be brought in India. Further, it is unlikely that an Indian court would enforce foreign judgments if that court was
of the view that the amount of damages awarded was excessive or inconsistent with Indian practice. A party seeking to enforce a
foreign judgment in India is required to obtain prior approval from the RBI to repatriate any amount recovered. Any judgment in
a foreign currency would be converted into Indian Rupees on the date of the judgment and not on the date of the payment. We
cannot predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject to considerable
delays.

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60. Financial instability in other countries may cause increased volatility in Indian financial markets.

The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in Asia,
Russia and elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and financial sector and us.

Further, economic developments globally can have a significant impact on India. In particular, the global economy
has been negatively impacted by the conflict between Russia and Ukraine. Governments in the United States, United
Kingdom, and European Union have imposed sanctions on certain products, industry sectors, and parties in Russia.
The conflict could negatively impact regional and global financial markets and economic conditions, and result in
global economic uncertainty and increased costs of various commodities, raw materials, energy and transportation.
In addition, recent increases in inflation and interest rates globally, including in India, could adversely affect the
Indian economy. In addition, China is one of India’s major trading partners and there are rising concerns of a
possible slowdown in the Chinese economy as well as a strained relationship with India, which could have an
adverse impact on the trade relations between the two countries. Any significant financial disruption could have an
adverse effect on our business, results of operations and financial condition.

61. Any adverse revision to India’s debt rating could adversely affect our business, results of operations and financial
condition.

India’s sovereign debt rating could be adversely affected due to various factors, including changes in tax or fiscal
policy or a decline in India’s foreign exchange reserves, which are outside our control. Any adverse revisions to
India’s credit ratings by international rating agencies may adversely affect our ratings, terms on which we are able to
raise additional finances or refinance any existing indebtedness. This could have an adverse effect on our business,
results of operations and financial condition, ability to obtain financing for capital expenditures and the price of the
Equity Shares.

62. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP
and IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.

The Restated Consolidated Financial Information is prepared in accordance with Ind AS and restated in accordance
with requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013 (as amended), the SEBI ICDR
Regulations (as amended) and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by
the ICAI. Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting
principles with which prospective investors may be familiar in other countries. We have not attempted to quantify
their impact of US GAAP or IFRS on the financial data included in this Red Herring Prospectus nor do we provide a
reconciliation of our financial statements to those of US GAAP or IFRS. US GAAP and IFRS differ in significant
respects from Ind AS. Prospective investors should review the accounting policies applied in the preparation of our
financial statements, and consult their own professional advisers for an understanding of the differences between
these accounting principles and those with which they may be more familiar. Any reliance by persons not familiar
with Indian accounting practices on the financial disclosures presented in this Red Herring Prospectus should be
limited accordingly.

RISKS RELATING TO THE OFFER AND THE EQUITY SHARES

63. Subsequent to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures, such as
the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock Exchanges in order to
enhance the integrity of the market and safeguard the interest of investors.

Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance Measures (“ASM”) and
Graded Surveillance Measures (“GSM”) by the Stock Exchanges. These measures are in place to enhance the
integrity of the market and safeguard the interest of investors. The criteria for shortlisting any security trading on the
Stock Exchanges for ASM is based on objective criteria, which includes market-based parameters such as high low
price variation, concentration of client accounts, close to close price variation, market capitalization, average daily
trading volume and its change, and average delivery percentage, among others. Securities are subject to GSM when
its price is not commensurate with the financial health and fundamentals of the issuer. Specific parameters for GSM
include net worth, net fixed assets, price to earnings ratio, market capitalization and price to book value, among
others. Factors within and beyond our control may lead to our securities being subject to GSM or ASM. In the event
our Equity Shares are subject to such surveillance measures implemented by any of the Stock Exchanges, we may be
subject to certain additional restrictions in connection with trading of our Equity Shares such as limiting trading
frequency (for example, trading either allowed once in a week or a month) or freezing of price on upper side of
trading which may have an adverse effect on the market price of our Equity Shares or may in general cause
disruptions in the development of an active trading market for our Equity Shares.

64
64. An investment in the Equity Shares is subject to general risks related to investments in Indian companies.

We are incorporated in India and a majority of our assets and employees are located in India. Consequently, our
business, results of operations and financial condition and the market price of the Equity Shares will be affected by
changes in interest rates in India, policies of the Government of India, including taxation policies along with policies
relating to industry, political, social and economic developments affecting India.

65. Any future issuance of our Equity Shares or convertible securities or other equity linked instruments by our
Company may dilute prospective investors’ shareholding, and sales of our Equity Shares by our major
shareholders may adversely affect the trading price of our Equity Shares.

We may be required to finance our growth through future equity offerings. Any future equity that we issue,
including a primary offering, may lead to the dilution of investors’ shareholdings in us. Any future issuances of
Equity Shares or the disposal of Equity Shares by our major shareholders or the perception that such issuance or
sales may occur, may adversely affect the trading price of the Equity Shares, which may lead to other adverse
consequences including difficulty in raising capital through offering of the Equity Shares or incurring additional
debt. There can be no assurance that we will not issue further Equity Shares or that the shareholders will not dispose
of the Equity Shares. Any future issuances could also dilute the value of your investment in the Equity Shares. In
addition, any perception by investors that such issuances or sales might occur may also affect the market price of the
Equity Shares.

66. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the
Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.

The determination of the Price Band is based on various factors and assumptions and will be determined by our
Company in consultation with the BRLMs. Further, the Offer Price of the Equity Shares will be determined by our
Company in consultation with the Book Running Lead Managers through the Book Building Process. These will be
based on numerous factors, including factors as described under “Basis for Offer Price” beginning on page 132 and
may not be indicative of the market price for the Equity Shares after the Offer. The factors that could affect the
market price of the Equity Shares include, among others, broad market trends, financial performance and results of
our Company post-listing, and other factors beyond our control. We cannot assure you that an active market will
develop or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at
which the Equity Shares will be traded after listing.

67. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their bids (in terms of quantity of
Equity Shares or the bid amount) at any stage after submitting a bid, and Retail Individual Bidders are not
permitted to withdraw their bids after bid/offer closing date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to block the bid amount
on submission of the bid and are not permitted to withdraw or lower their bids (in terms of quantity of equity shares
or the bid amount) at any stage after submitting a bid. Similarly, Retail Individual Bidders can revise or withdraw
their bids at any time during the bid/offer period and until the bid/offer closing date, but not thereafter. Therefore,
QIBs and Non-Institutional Bidders will not be able to withdraw or lower their bids following adverse developments
in international or national monetary policy, financial, political or economic conditions, our business, results of
operations, cash flows or otherwise at any stage after the submission of their bids.

68. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and
thereby suffer future dilution of their ownership position.

Under the Companies Act, a company incorporated in India must offer its equity shareholders pre-emptive rights to
subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages prior
to issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special
resolution by holders of three- fourths of the equity shares voting on such resolution. However, if the law of the
jurisdiction the investors are located in does not permit the exercise of such pre-emptive rights without our filing an
offering document or registration statement with the applicable authority in such jurisdiction, investors will be
unable to exercise such pre-emptive rights unless we make such a filing. If we elect not to file a registration
statement, the new securities may be issued to a custodian, who may sell the securities for investor’s benefit. The
value such custodian receives on the sale of any such securities and the related transaction costs cannot be predicted.
To the extent that investors are unable to exercise pre-emptive rights granted in respect of our Equity Shares, their
proportional equity interests in us may be reduced.

69. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions
under Indian law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our
Company. Under the SEBI Takeover Regulations, an acquirer has been defined as any person who, directly or
indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or
acting in concert with others. Although these provisions have been formulated to ensure that interests of
65
 investors/shareholders are protected, these provisions may also discourage a third party from attempting to take
control of our Company. Consequently, even if a potential takeover of our Company would result in the purchase of
the Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders, it is
possible that such a takeover would not be attempted or consummated because of the SEBI Takeover Regulations.

70. The Offer Price of our Equity Shares, price-to-earnings ratio, enterprise value to EBIDTA ratio and market
capitalization to revenue from continuing operations may not be indicative of the trading price of the Equity
Shares upon listing on the Stock Exchanges subsequent to the Offer and, as a result, you may lose a significant
part or all of your investment.

The following table provides certain other financial parameters, on a consolidated basis, as of and for the
periods/years indicated:

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Revenue from continuing operations (₹ 921.66 594.67 2,969.22 1,756.80 1,193.26
million)
Restated profit/(loss) for the period/year 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
from continuing operations (₹ million)
EBITDA(1) (₹ million) 145.22 (257.41) (1,387.80) (2,130.78) (1,977.35)
Notes:
(1) EBITDA is calculated as restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation
expenses less exceptional item.

The table below provides details of our price to earnings ratio, market capitalization to revenue from operations and
Enterprise value to EBITDA at Offer Price for the periods/years indicated:

Price to Earnings Ratio Market Capitalization to Enterprise value to EBITDA

Revenue from Operations
At Offer Price
For the three months ended June 30, [●] [●] [●]
2024
For Fiscal 2024 [●] [●] [●]
For Fiscal 2023 [●] [●] [●]
For Fiscal 2022 [●] [●] [●]

Our Offer Price, the multiples and ratios specified above may not be comparable to the market price, market
capitalization and price-to-earnings ratios of our peers and would be dependent on the various factors included under
“Basis for Offer Price” beginning on page 132.

Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company in consultation with
the BRLMs, would not be based on a benchmark with our industry peers. The relevant financial parameters on the
basis of which Price Band will be determined, have been disclosed under “Basis for Offer Price” on page 132 and
shall be disclosed in the price band advertisement. For details of comparison with listed peers, please see “Basis for
Offer Price” on page 132.

71. You may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company is generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an
Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for
more than 12 months may be subject to long-term capital gains tax in India at the specified rates depending on
certain factors, such as STT paid, the quantum of gains and any available treaty exemptions. Accordingly, you may
be subject to payment of long-term capital gains tax in India, in addition to payment of STT, on the sale of any
Equity Shares held for more than 12 months. Further, any gain realized on the sale of our Equity Shares held for a
period of 12 months or less will be subject to short-term capital gains tax in India. While non-residents may claim
tax treaty benefits in relation to such capital gains income, generally, Indian tax treaties do not limit India’s right to
impose tax on capital gains arising from the sale of shares of an Indian company.

Pursuant to the Finance Act, 2020 and after March 31, 2020, dividends declared, distributed or paid by a domestic
company would not be exempt in the hands of both resident and non-resident shareholders and are subject to tax
deduction at source. Our Company may or may not grant the benefit of a tax treaty (where applicable) to a non-
resident shareholder for the purposes of deducting tax at source pursuant to any corporate action including dividends.
Further, the Finance Act, 2019 introduced new provisions under the Indian Stamp Act, 1899, which provide that in
the absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities
through stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository,
the onus will be on the transferor. The stamp duty for transfer of securities other than debentures, on a delivery basis
is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount.

66
 We cannot predict whether any tax laws or other regulations impacting it will be enacted, or predict the nature and
impact of any such laws or regulations or whether, if at all, any laws or regulations would have a material adverse
effect on our business, results of operations and financial condition.

72. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies, including
those specified under FEMA and the rules thereunder. Under the foreign exchange regulations currently in force in
India, transfers of shares between non-residents and residents are freely permitted (subject to certain exceptions) if
they comply with the pricing guidelines and reporting requirements specified by RBI. If the transfer of shares, which
are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or fall under
any of the exceptions referred to above, then the prior approval of the RBI will be required.

Shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate
that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax
authorities. We cannot assure you that any required approval from the RBI or any other governmental agency can be
obtained on any particular terms, or at all. Further, in accordance with Press Note No. 3 (2020 Series), dated April
17, 2020 issued by the DPIIT as consolidated in the FDI Policy with effect from October 15, 2020, and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22,
2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which share a land
border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such
country, will require prior approval of the Government of India. Any such approval(s) would be subject to the
discretion of the regulatory authorities. Restrictions on foreign investment activities and impact on our ability to
attract foreign investors may cause uncertainty and delays in our future investment plans and initiatives. We cannot
assure you that any required approval from the relevant governmental agencies can be obtained on any particular
terms or at all. Further, if our Company ceases to be “owned and controlled” by resident Indian entities, we will be
subject to additional investment and exit restrictions under the FDI Policy and the FEMA.

73. Your ability to acquire and sell Equity Shares is restricted by the distribution and transfer restrictions set forth in
this Red Herring Prospectus.

No actions have been taken to permit a public offering of the Equity Shares in any jurisdiction, other than India. As
such, the Equity Shares have not and will not be registered under the U.S. Securities Act, any state securities laws or
the law of any jurisdiction other than India. Further, the Equity Shares are subject to restrictions on transferability
and resale. You are required to inform yourself about and observe these restrictions. We, our representatives and our
agents will not be obligated to recognize any acquisition, transfer or resale of the Equity Shares made other than in
compliance with the restrictions set forth herein.

74. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase
in the Offer.

The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be
completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’ book
entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one working day
of the date on which the Basis of Allotment is approved by the Stock Exchanges. Trading in the Equity Shares upon
receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within three
Working Days or such number of Working Days as prescribed by SEBI. There could be a failure or delay in listing
of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise commence
trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no
assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares
will commence, within the time periods specified in this risk factor. We could also be required to pay interest at the
applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to investors
within the prescribed time periods.

75. Rights of shareholders of companies under Indian law may be different compared to the laws of other
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of
corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ
from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be
as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may
face challenges in asserting their rights as a shareholder in an Indian company than as a shareholder of an entity in
another jurisdiction.

67
 SECTION III: INTRODUCTION

THE OFFER

The following table sets forth the details of the Offer:

The Offer(1)(2) Up to [●] Equity Shares of face value of ₹1 each, aggregating up to ₹[●]
million
of which:
Fresh Issue(1) Up to [●] Equity Shares of face value of ₹1 each, aggregating up to
₹5,500.00 million
Offer for Sale(2) Up to 20,685,800 Equity Shares of face value of ₹1 each aggregating up to
₹[●] million
of which:
Employee Reservation Portion(3) Up to 26,000 Equity Shares of face value of ₹1 each aggregating up to ₹[●]
million
Net Offer Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹[●]
million
The Net Offer consists of:
A) QIB Portion(4)(5) Not less than [●] Equity Shares of face value of ₹1 each
of which:
- Anchor Investor Portion(6) Up to [●] Equity Shares of face value of ₹1 each
- Net QIB Portion (assuming the Anchor Investor Portion is [●] Equity Shares of face value of ₹1 each
fully subscribed)
of which:
- Mutual Fund Portion [●] Equity Shares of face value of ₹1 each
- Balance for all QIBs including Mutual Funds [●] Equity Shares of face value of ₹1 each

B) Non-Institutional Portion(6) Not more than [●] Equity Shares of face value of ₹1 each
of which:
One-third of the Non-Institutional Portion available for [●] Equity Shares of face value of ₹1 each
allocation to Bidders with an application size of more than
₹0.20 million and up to ₹1.00 million
Two-third of the Non-Institutional Portion available for [●] Equity Shares of face value of ₹1 each
allocation to Bidders with an application size of more than
₹1.00 million

C) Retail Portion(5) Not more than [●] Equity Shares of face value of ₹1 each

Pre-Offer and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer 156,330,160 Equity Shares of face value of ₹1 each
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹1 each

Use of Net Proceeds See “Objects of the Offer” on page 120 for information about the use of the
Net Proceeds. Our Company will not receive any proceeds from the Offer
for Sale.
(1) The Offer has been authorised by our Board pursuant to the resolutions passed at their meetings dated June 26, 2024 and by our Shareholders
pursuant to the special resolution passed at their extra-ordinary general meeting dated June 29, 2024. Further the IPO Committee and our Board took
note of the Offer size pursuant to its resolutions dated November 6, 2024.
(2) Each of the Selling Shareholders has, severally and not jointly approved its respective portion in the Offer for Sale as set out below:

S. Selling Shareholder Number of Aggregate proceeds from Date of consent Date of corporate action
No. Offered Shares of the Offered Shares (in ₹ letter / board resolution /
face value of ₹1 million) authorisation letter
each
1. Rajesh Kumar Naidu Yabaji Up to 2,218,822 [●] July 4, 2024 NA
2. Chanakya Hridaya Up to 1,109,411 [●] July 4, 2024 NA
3. Ramasubramanian Balasubramaniam Up to 1,109,411 [●] July 4, 2024 NA
4. Quickroutes International Private Up to 5,534,341 [●] November 5, 2024 July 4, 2024 and
Limited November 5, 2024
5. Accel India IV (Mauritius) Limited Up to 4,309,350 [●] July 4, 2024 June 28, 2024
6. International Finance Corporation Up to 2,340,277 [●] October 12, 2024 March 27, 2024
7. Internet Fund III Pte Ltd Up to 1,369,149 [●] October 13, 2024 October 11, 2024
8. Peak XV Partners Investments VI Up to 1,126,236 [●] October 14, 2024 July 1, 2024 read with
(formerly SCI Investments VI) October 9, 2024
9. VEF AB (publ) Up to 618,373 [●] November 5, 2024 May 21, 2024
10. Sands Capital Private Growth II Limited Up to 529,783 [●] November 5, 2024 June 10, 2024 and June
11, 2024
11. Sands Capital Private Growth Limited Up to 205,898 [●] November 5, 2024 June 10, 2024 and June
PCC, Cell D 11, 2024
12. Sanjiv Rangrass Up to 129,344 [●] July 4, 2024 NA
13. Rajkumari Yabaji Up to 85,405 [●] July 4, 2024 NA

The Offered Shares are eligible to be offered for sale in the Offer in accordance with Regulations 8 and 8A of the SEBI ICDR Regulations, as on the
date of this Red Herring Prospectus.
68
(3) The Employee Reservation Portion shall not exceed 5.00% of our post-Offer paid-up Equity Share capital. Any unsubscribed portion remaining in the
Employee Reservation Portion shall be added to the Net Offer. For further details, see “Offer Structure” on page 413. Unless the Employee
Reservation Portion is under-subscribed, the value of allocation to an Eligible Employee Bidding in the Employee Reservation Portion shall not exceed
₹0.20 million. In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation
and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million, subject to the maximum value of Allotment made to
such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation Portion
(after such allocation up to ₹0.50 million), shall be added to the Net Offer. Further, an Eligible Employee Bidding in the Employee Reservation Portion
can also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. Our Company, in consultation with the
BRLMs, may offer a discount of up to [●]% to the Offer Price (equivalent of ₹ [●] per Equity Share) to Eligible Employees Bidding in the Employee
Reservation Portion, subject to necessary approvals as may be required, and which shall be announced at least two Working Days prior to the Bid /
Offer Opening Date.
(4) Our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the shares allocated to Anchor Investors. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added back to the
Net QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to
Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than
Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from
Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB
Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure”
on page 417.
(5) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion,
would be allowed to be met with spill over from any other category or combination of categories at the discretion of our Company, in consultation with
the BRLMs and the Designated Stock Exchange. Under-subscription, if any, in the Net QIB Portion would not be allowed to be met with spill-over from
other categories or a combination of categories. In the event of under-subscription in the Offer, subject to receiving minimum subscription as described
in “Terms of the Offer – Minimum Subscription” on page 411 and compliance with Rule 19(2)(b) of the SCRR, the Allotment for the valid Bids will be
made in the first instance towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the
balance valid Bids will be made in such manner as specified in the Offer Agreement. For further details, see “Offer Structure” on page 413.
(6) Allocation to Bidders in all categories except the Anchor Investor Portion and the Retail Portion, if any, shall be made on a proportionate basis subject
to valid Bids received at or above the Offer Price. The allocation to each RIB shall not be less than the minimum Bid Lot, subject to availability of
Equity Shares in the Retail Portion, and the remaining available Equity Shares, if any, shall be allocated on a proportional basis. For further details,
see “Offer Procedure” on page 417.
(7) The Equity Shares available for allocation to NIBs under the Non-Institutional Portion, shall be subject to the following, and in accordance with the
SEBI ICDR Regulations: (i) one-third of the portion available to NIBs shall be reserved for Bidders with an application size of more than ₹0.20 million
and up to ₹1.00 million, and (ii) two-third of the portion available to NIBs shall be reserved for Bidders with application size of more than ₹1.00
million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category
of NIBs.

Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations. For further
details, see “Offer Procedure” and “Offer Structure” on pages 417 and 413, respectively. For details of terms of the Offer, see
“Terms of the Offer” on page 407.

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 SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION

The following tables provide the summary of financial information of our Company derived from the Restated Consolidated
Financial Information as at and for the Financial Years ended March 31, 2024, March 31, 2023, March 31, 2022 and for the
three months period ended June 30, 2024 and June 30, 2023. The summary of financial information presented below should
be read in conjunction with the “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages 239 and 354, respectively.

(The remainder of this page has been left intentionally blank)

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 SUMMARY OF RESTATED BALANCE SHEET

(Amount in ₹ million)
Particulars As at June 30, As at June 30, As at March 31, As at March 31, As at March 31,
2024 2023 2024 2023 2022
ASSETS
Non-current assets
Property, plant and equipment 275.69 202.50 291.81 191.71 191.53
Right-of-use assets 91.17 128.55 100.51 115.10 20.67
Intangible assets 0.22 0.56 0.26 0.59 1.04
Financial assets
i. Investments - - - 157.76 1,218.50
ii. Loans 97.14 - 95.70 - -
iii. Other financial assets 268.05 126.20 267.60 23.34 251.00
Current tax assets 110.08 130.72 216.71 269.19 288.28
Other non-current assets 44.89 58.50 7.73 79.30 -
Total non-current assets 887.24 647.03 980.32 836.99 1,971.02
Current assets
Financial assets
i. Investments 545.46 1,752.74 602.33 1,951.44 1,146.19
ii. Trade receivables 204.32 1,292.31 208.41 1,265.56 2,145.40
iii. Cash and cash equivalents 1,331.75 1,119.06 1,547.35 964.89 937.28
iv. Bank balances other than cash and cash 1,968.26 735.87 1,813.36 752.88 973.20
equivalents
v. Loans 51.00 - 35.82 - -
vi. Other financial assets 430.68 480.23 364.91 423.00 1,445.27
Other current assets 305.98 413.73 292.00 347.76 378.47
Total current assets 4,837.45 5,793.94 4,864.18 5,705.53 7,025.81
Assets classified as held for sale 569.40 - 698.71 - -
Total assets 6,294.09 6,440.97 6,543.21 6,542.52 8,996.83

EQUITY AND LIABILITIES

Equity
Equity share capital 56.57 0.10 0.10 0.10 0.10
Other equity
Equity component of compound financial 2.57 2.57 2.57 2.57 2.57
instruments
Reserves and surplus 3,390.65 3,332.76 3,110.26 3,523.97 5,848.09
Total equity 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 23.46 - 28.46 - 120.00
ii. Lease liabilities 71.81 96.62 77.72 99.09 -
Provisions 37.45 31.00 34.86 32.00 25.77
Contract liabilities 31.18 34.65 27.90 - -
Deferred tax liabilities (net) - - - - -
Total non-current liabilities 163.90 162.27 168.94 131.09 145.77
Current liabilities
Financial liabilities
i. Borrowings 1,586.65 1,580.76 1,708.89 1,658.35 1,870.00
ii. Lease liabilities 24.81 30.49 26.98 18.01 24.17
iii. Trade payables -
Total outstanding dues of micro and 1.37 3.22 4.53 11.41 6.40
small enterprises
Total outstanding dues of creditors other 117.36 175.02 143.54 149.60 264.58
than micro and small enterprises
iv. Other financial liabilities 145.27 549.76 635.80 536.22 478.36
Contract liabilities 592.96 459.49 554.58 414.00 251.41
Provisions 71.60 68.69 69.31 65.20 67.85
Current tax liabilities 1.06 1.52 0.52 1.20 1.68
Other current liabilities 104.68 74.32 85.45 30.80 35.85
Total current liabilities 2,645.76 2,943.27 3,229.60 2,884.79 3,000.30
Liabilities directly associated with assets 34.64 - 31.74 - -
classified as held for sale
Total liabilities 2,844.30 3,105.54 3,430.28 3,015.88 3,146.07
Total equity and liabilities 6,294.09 6,440.97 6,543.21 6,542.52 8,996.83

71
 SUMMARY OF RESTATED STATEMENT PROFIT AND LOSS

(Amount in ₹ million)
Particulars For the three For the three For the year For the year For the year
months period months period ended ended ended
ended June 30, ended June 30, March 31, 2024 March 31, 2023 March 31, 2022
2024 2023
Continuing operations
Income
Revenue from operations 921.66 594.67 2,969.22 1,756.80 1,193.26
Other income 61.59 48.92 195.92 194.12 241.54
Other gains (net) 0.05 - - - 126.48
Total income 983.30 643.59 3,165.14 1,950.92 1,561.28
Expenses
Employee benefits expense 391.93 529.00 2,869.27 2,195.54 2,160.80
Finance costs 7.64 6.10 27.95 31.96 171.26
Depreciation and amortisation expense 69.49 69.43 253.35 204.07 152.50
Other expenses 446.15 337.84 1,657.62 1,866.78 1,377.83
Other gains/ losses (net) - 34.16 26.05 19.38 -
Total expenses 915.21 976.53 4,834.24 4,317.73 3,862.39
Restated Profit/(Loss) before exceptional 68.09 (332.94) (1,669.10 ) (2,366.81) (2,301.11)
items and tax from continuing operations
Exceptional Item 256.23 - - - -
Restated Profit/(Loss) before tax from 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
continuing operations
Income tax expense
- Current tax 0.54 0.24 0.76 1.68 2.38
- Deferred tax charge/ (credit) - - - - -
Total tax expense 0.54 0.24 0.76 1.68 2.38
Restated Profit/(Loss) for the year from 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
continuing operations (A)
Discontinued operations
(Loss) from discontinued operations before tax (37.06) (26.21) (269.63) (536.49) (542.15)
Tax expenses on discontinued operations - - - - -
Restated (Loss) from discontinued (37.06) (26.21) (269.63) (536.49) (542.15)
operations (B)
Restated Profit/(Loss) for the year (A+B) 286.72 (359.39) (1,939.49) (2,904.98) (2,845.64)
Restated other comprehensive income
Items that will not be reclassified to profit
or loss
- Remeasurements of post-employment benefit (0.53) 0.21 2.39 2.56 (0.37)
obligations
- Tax impact on above - - - - -
Items that will be reclassified to profit or loss
- Exchange differences on translation of - - - (0.23) (1.41)
foreign operations
Restated other comprehensive income for (0.53) 0.21 2.39 2.33 (1.78)
the year
Restated total comprehensive income for 286.19 (359.18) (1,937.10) (2,902.65) (2,847.42)
the year
Restated profit/(loss) is attributable to:
Owners of Zinka Logistics Solutions Limited 286.72 (359.39) (1,939.49) (2,904.98) (2,845.64)
(Formerly known as Zinka Logistics Solutions
Private Limited)
Non-controlling interest - - - - -
Restated Other comprehensive income is
attributable to:
Owners of Zinka Logistics Solutions Limited (0.53) 0.21 2.39 2.33 (1.78)
(Formerly known as Zinka Logistics Solutions
Private Limited)
Non-controlling interest - - - - -
Restated Total comprehensive income is
attributable to:
Owners of Zinka Logistics Solutions Limited 286.19 (359.18) (1,937.10) (2,902.65) (2,847.42)
(Formerly known as Zinka Logistics Solutions
Private Limited)
Non-controlling interest - - - - -
Restated Profit / (Loss) per equity share from

72
 Particulars For the three For the three For the year For the year For the year
months period months period ended ended ended
ended June 30, ended June 30, March 31, 2024 March 31, 2023 March 31, 2022
2024 2023
continuing operations (in Rupees):
(Nominal value per share: Re.1/- (June 30,
2024: Re.1/-, June 30, 2023: Re.1/-, March 31,
2023: Re.1/-; March 31, 2022: Re.1/-)
Basic 1.76 (1.82) (9.06) (12.93) (12.96)
Diluted 1.74 (1.82) (9.06) (12.93) (13.49)
Restated (Loss) per equity share from
discontinued operations (in Rupees):
(Nominal value per share: Re.1/- (June 30,
2024: Re.1/-, June 30, 2023: Re.1/-, March 31,
2023: Re.1/-; March 31, 2022: Re.1/-)
Basic (0.20) (0.14) (1.46) (2.93) (3.05)
Diluted (0.20) (0.14) (1.46) (2.93) (3.02)
Restated Profit/ (Loss) per equity share from
continuing and discontinued operations (in
Rupees):
(Nominal value per share: Re.1/- (June 30,
2024: Re.1/-, June 30, 2023: Re.1/-, March 31,
2023: Re.1/-; March 31, 2022: Re.1/-)
Basic 1.56 (1.96) (10.52) (15.86) (16.01)
Diluted 1.54 (1.96) (10.52) (15.86) (16.51)
Notes:
1. Current tax includes current tax and prior period tax adjustment
2. Remeasurement of net defined benefit plan income /(loss) includes remeasurements of post-employment benefit obligations.

73
 SUMMARY OF RESTATED STATEMENT OF CASH FLOWS

(Amount in ₹ million)
Particulars For the three For the three For the year For the year For the year
months period months period ended ended March ended March
ended June 30, ended June 30, March 31, 31, 2023 31, 2022
2024 2023 2024
Cash flows from operating activities
Restated Profit/(Loss) before tax for the year
Continuing operations 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
Discontinued operation (37.06) (26.21) (269.63) (536.49) (542.15)
Restated Profit/(Loss) before tax including 287.26 (359.15) (1,938.73) (2,903.30) (2,843.26)
discontinued operations
Adjustments for:
Depreciation and amortisation expense 69.57 69.51 253.66 204.68 153.24
Employee share-based payment expense 38.27 168.73 1,524.15 578.50 906.50
Finance costs 27.38 26.65 104.94 107.36 272.97
(Gain)/ loss on fair valuation of embedded - 33.75 108.91 33.00 (120.76)
derivatives
(Gain)/ loss on waiver of embedded - - (81.55) - -
derivatives
(Gain)/ loss on settlement of embedded (256.23) - - - -
derivatives
Net impairment losses on trade receivables 26.20 22.23 238.90 448.87 326.40
Net impairment losses on financial assets 0.06 - 1.31 - -
(other than trade receivables)
Doubtful vendor advances written off (net of - - 21.62 49.09 23.69
provision written back)
Net gain/ (loss) on sale of mutual funds (5.77) (8.10) (23.17) (30.58) (25.79)
Fair value gain/ (loss) from mutual funds (0.43) 0.55 (0.77) 6.67 (4.58)
designated as FVTPL
Interest income on bank deposits (35.91) (12.07) (82.37) (41.57) (61.03)
Interest income on intercorporate deposits (12.01) (9.32) (41.63) (45.84) (69.69)
Interest income on bonds (1.23) (14.84) (32.99) (73.74) (60.67)
Interest on income tax refund (5.68) (4.73) (12.45) (7.10) (17.14)
(Gain)/ loss on sale of property, plant and 0.01 0.11 (0.87) (3.20) 7.46
equipment
Unrealised foreign exchange loss/ (gain), net (0.06) (0.23) (0.97) (10.43) 6.43
Loss on sale/ liquidation of subsidiary - 0.53 0.53 39.70 -

Change in operating assets and liabilities 131.43 (86.38) 38.52 (1,647.89) (1,506.23)
(Increase)/decrease in
- trade receivables 96.70 (48.98) 151.21 311.31 365.50
- non-current loans given (16.68) - (132.06) - (4.34)
- other non-current financial assets (6.86) (10.32) (37.88) 8.20 (29.13)
- other current financial assets (2.36) (0.78) (11.71) (10.80) 71.50
- other non-current assets (0.97) (2.89) (3.82) - -
- other current assets (2.94) (65.97) 31.92 (127.30) (59.00)
Increase/(decrease) in
- trade payables (29.16) 17.23 40.38 34.66 81.65
- provisions 7.07 2.70 9.35 6.10 25.49
- other current financial liabilities (11.76) (20.21) 72.22 36.30 (10.78)
- contract liabilities 41.66 80.14 168.48 170.00 212.90
- other current liabilities 19.23 43.52 54.65 1.40 15.00
Cash generated from/(used in) operations 225.36 (91.94) 381.26 (1,218.02) (837.44)

Income taxes refund/(paid) - net 112.31 143.28 64.25 26.20 55.80

Net cash inflow/ (outflow) from operating 337.67 51.34 445.51 (1,191.82) (781.64)
activities (A)
Cash flows from investing activities:
Proceeds from sale of mutual funds and bonds 4,347.43 3,920.00 16,362.44 11,280.16 7,593.59
Purchase of mutual funds and bonds (4,291.79) (3,549.82) (14,859.56) (11,009.48) (9,406.20)
Investment in intercorporate deposits (100.00) (150.00) (550.00) (200.00) (1,523.30)
Proceeds from maturity of intercorporate 50.00 - 400.00 1,405.40 872.00
deposits
Proceeds from sale of investment in - - - 46.20 -
subsidiary
Purchase of property, plant and equipment (80.51) (48.66) (243.33) (256.20) (223.00)
74
 Particulars For the three For the three For the year For the year For the year
months period months period ended ended March ended March
ended June 30, ended June 30, March 31, 31, 2023 31, 2022
2024 2023 2024
Proceeds from disposal of property, plant and - 1.31 3.55 3.68 3.71
equipment
Purchase of intangible assets - - - - (1.00)
Investment in bank deposits with maturity (251.05) (706.73) (4,208.89) (409.80) (1,077.50)
more than 3 months
Proceeds from bank deposits with maturity 97.60 729.52 3,172.25 630.00 1,429.00
more than 3 months
Interest received 47.89 18.45 115.39 196.10 146.70
Net cash inflow/(outflow) from investing (180.43) 214.07 191.85 1,686.06 (2,186.00)
activities (B)
Cash flows from financing activities:
Issue of Compulsorily Convertible Preference - - - - 5,081.20
Shares
Proceeds on conversion of partly paid series 12.40 - - - -
D CCPS to fully paid series D CCPS
Proceeds from non-current borrowings - - 50.00 - -
Repayment of non-current borrowings (4.46) - (2.88) (120.00) (1,100.90)
Proceeds from current borrowings 2,656.27 1,976.04 8,988.48 9,487.25 9,309.40
Repayment of current borrowings (2,686.18) (2,137.90) (9,039.86) (9,601.45) (10,155.77)
Repayment for settlement of right to (222.54) - - -
subscribe/ derivatives liability
Principal element of lease payments (8.08) (7.00) (29.40) (28.61) (24.73)
Interest element of lease payments (2.55) (3.29) (12.10) (4.05) (3.81)
Interest paid (24.95) (23.57) (92.45) (102.32) (284.54)
Net cash inflow/(outflow) from financing (280.09) (195.72) (138.21) (369.18) 2,820.85
activities (C)
Net increase / (decrease) in cash and cash (122.85) 69.69 499.15 125.06 (146.79)
equivalents (A+B+C)

Cash and cash equivalents at the beginning of 1,290.09 790.94 790.94 665.88 812.67
the year

Cash and cash equivalents at end of the 1,167.24 860.63 1,290.09 790.94 665.88
year
Non-cash financing and investing activities
- Acquisition of right-of-use assets - 22.79 22.81 121.54 -
Reconciliation of cash and cash equivalents
as per the Restated Consolidated Statement of
Cash Flows
Cash and Cash Equivalents as per above
comprise of the following:
Cash and cash equivalents 1,331.75 1,119.06 1,547.35 964.89 937.28
Bank overdrafts (164.51) (258.43) (257.26) (173.95) (271.40)
Balance as per Restated Consolidated 1,167.24 860.63 1,290.09 790.94 665.88
Statement of Cash Flows

75
 SUMMARY OF PRO FORMA FINANCIAL INFORMATION

The following tables set forth the summary pro forma financial information derived from the Pro Forma Financial
Information as at June 30, 2024. The summary Unaudited Pro Forma Financial information presented below should be read in
conjunction with “Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 330 and 354, respectively. For further details, see “History and Certain Corporate
Matters – Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamations or any
revaluation of assets, in the last ten years” and “Risk Factors – The Unaudited Pro Forma Financial Information included in
this Red Herring Prospectus is presented for illustrative purposes only and may not accurately reflect our future financial
condition, financial position and results of operations.” on pages 34 and 58, respectively.

(The remainder of this page has intentionally been left blank)

76
 SUMMARY OF PRO FORMA CONSOLIDATED BALANCE SHEET

(Amount in ₹ million)
Particulars Restated Consolidated Pro Forma adjustments Unaudited Pro Forma
Statement of Assets and Consolidated Balance
Liabilities Sheet
ASSETS
I II III=I+II
Non-current assets
Property, plant and equipment 275.69 - 275.69
Right-of-use assets 91.17 - 91.17
Intangible assets 0.22 - 0.22
Financial assets
i. Investments - 408.73 408.73
ii. Loans 97.14 - 97.14
iii. Other financial assets 268.05 - 268.05
Current tax assets 110.08 - 110.08
Other non-current assets 44.89 - 44.89
Total non-current assets 887.24 408.73 1,295.97

Current assets
Financial assets
i. Investments 545.46 - 545.46
ii. Trade receivables 204.32 - 204.32
iii. Cash and cash equivalents 1,331.75 (11.50) 1,320.25
iv. Bank balances other than cash and cash equivalents 1,968.26 - 1,968.26
v. Loans 51.00 - 51.00
vi. Other financial assets 430.68 549.81 980.49
Other current assets 305.97 - 305.97
Total current assets 4,837.45 538.31 5,375.76
Assets held for sale 569.40 (569.40) -
Total assets 6,294.09 377.64 6,671.73

EQUITY AND LIABILITIES

Equity
Equity share capital 56.57 - 56.57
Other equity
Equity component of compound financial instruments 2.57 - 2.57
Reserves and surplus 3,390.65 422.28 3,812.93
Total equity 3,449.79 422.28 3,872.07

Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 23.46 - 23.46
ii. Lease liabilities 71.81 - 71.81
Provisions 37.45 - 37.45
Contract liabilities 31.18 - 31.18
Deferred tax liabilities (net) - - -
Total non-current liabilities 163.90 - 163.90

Current liabilities
Financial liabilities
i. Borrowings 1,586.65 - 1,586.65
ii. Lease liabilities 24.81 - 24.81
iii. Trade payables -
Total outstanding dues of micro and small enterprises 1.37 - 1.37
Total outstanding dues of creditors other than micro 117.36 - 117.36
and small enterprises
iv. Other financial liabilities 145.27 - 145.27
Contract liabilities 592.96 - 592.96
Provisions 71.60 - 71.60
Current tax liabilities 1.06 - 1.06
Other current liabilities 104.68 (10.00) 94.68
Total current liabilities 2,645.76 (10.00) - 2,635.76
Liabilities directly associated with assets classified as 34.64 (34.64) -
held for sale
Total liabilities 2,844.30 (44.64) 2,799.66
Total equity and liabilities 6,294.09 377.64 6,671.73

77
 SUMMARY OF PRO FORMA CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(Amount in ₹ million)
Particulars Restated Consolidated Pro Forma Pro Forma Unaudited Pro Forma
Statement of Profit and adjustments adjustments Consolidated Statement
Loss of Profit and Loss
I II III IV=I+II+III
Continuing operations
Income
Revenue from operations 921.66 - - 921.66
Other income 61.59 - - 61.59
Other gains/ losses (net) 0.05 0.05
Total income 983.30 - - 983.30

Expenses
Employee benefits expense 391.93 - - 391.93
Finance costs 7.64 - - 7.64
Depreciation and amortisation expense 69.49 - - 69.49
Other expenses 446.15 - - 446.15
Total expenses 915.21 - - 915.21
Profit before exceptional items and tax 68.09 - - 68.09
Exceptional items 256.23 - - 256.23
Profit before tax from continuing operations 324.32 - - 324.32
Income tax expense
- Current tax 0.54 - - 0.54
- Deferred tax charge / (credit) - - - -
Total tax expense 0.54 - - 0.54

Profit for the year from continuing operations 323.78 - - 323.78

Discontinued operations
(Loss) from discontinued operations before tax (37.06) 37.06 422.28 422.28
Tax expenses on discontinued operations - - - -
(Loss) from discontinued operations (B) (37.06) 37.06 422.28 422.28

Profit for the year (A+B) 286.72 37.06 422.28 746.06

Other comprehensive income

Items that will not be reclassified to profit or
loss
- Remeasurements of post-employment benefit (0.53) - - (0.53)
obligations
Other comprehensive income for the year (0.53) - - (0.53)
-
Total comprehensive income for the year 286.19 37.06 422.28 745.73

Profit is attributable to:

Owners of Zinka Logistics Solutions Private 286.72 37.06 422.28 746.06
Limited (Formerly known as Zinka Logistics
Solutions Private Limited)
- Non-controlling interest - - - -

- Other comprehensive income is attributable

to:
Owners of Zinka Logistics Solutions Private (0.53) - - (0.53)
Limited (Formerly known as Zinka
Logistics Solutions Private Limited)
- Non-controlling interest - - - -

- Total comprehensive income is attributable

to:
Owners of Zinka Logistics Solutions Private 286.19 37.06 422.28 745.53
Limited (Formerly known as Zinka
Logistics Solutions Private Limited)
- Non-controlling interest - - - -

(Loss) per equity share from continuing

operations (in Rupees):
- (Nominal value per share: Re.1/-)
Basic 1.76 - - 1.76
Diluted 1.74 - - 1.74

78
 Particulars Restated Consolidated Pro Forma Pro Forma Unaudited Pro Forma
Statement of Profit and adjustments adjustments Consolidated Statement
Loss of Profit and Loss
Earnings/(Loss) per equity share from
discontinued operations (in Rupees):
(Nominal value per share: Re.1/-)
Basic (0.20) - - 2.29
Diluted (0.20) - - 2.28

(Loss) per equity share from continuing and

discontinued operations (in Rupees):
(Nominal value per share: Re.1/-)
Basic 1.56 - - 4.04
Diluted 1.54 - - 4.02
I II III IV=I+II+III

79
 GENERAL INFORMATION

Registered and Corporate Office

Zinka Logistics Solutions Limited

Vaswani Presidio, no. 84/2, II Floor
Panathur Main Road, Kadubeesanahalli
Off Outer Ring Road
Bengaluru 560 103
Karnataka, India

Corporate Identity Number: U63030KA2015PLC079894

Registration Number: 079894

For details of our incorporation and changes to the name and registered and corporate office of our Company, see “History
and Certain Corporate Matters” on page 206.

Address of the RoC

Our Company is registered with the RoC, situated at the following address:

Registrar of Companies, Karnataka at Bengaluru

‘E’ Wing, 2nd Floor, Kendriya Sadana
Koramangala
Bengaluru 560 034
Karnataka, India

Board of Directors

Details regarding our Board of Directors as on the date of this Red Herring Prospectus are set forth below:

Name Designation DIN Address

Rajesh Kumar Naidu Yabaji Chairman, Managing Director and 07096048 8132, Tower 8, Embassy Pristine, Iblur Village,
Chief Executive Officer Bellandur, Bengaluru 560 103, Karnataka, India
Chanakya Hridaya Executive Director and Chief 07151464 B1104, Vaswani Reserve, Panathur Main Road,
Operating Officer Kadubeesanahalli, Bengaluru 560 103, Karnataka, India
Ramasubramanian Executive Director and Head – New 00442915 Villa No-120, Adarsh Palm Retreat, Devarabisanahalli,
Balasubramaniam Initiatives Bellandur, Bengaluru 560 103, Karnataka, India
Anand Daniel* Non-Executive Nominee Director 03441515 #320, Rainbow Residency, Junnasandra, Sarjapura
Road, Bengaluru-560 035, Karnataka, India
Kaushik Dutta Non-Executive Independent Director 03328890 A-843, Lavy Pinto Block, Asiad Games Village, Khel
Gaon, New Delhi 110 049
Niraj Singh Non-Executive Independent Director 01474431 Flat 3B, Tower 18, Central Park Resorts, Sohna Road,
Subhash Chowk Flyover, Sector 48, South city – II,
Gurgaon 122 018, Haryana
Hardika Shah Non-Executive Independent Director 03562871 #570 6th Cross, 8th Main, behind Indira Nagar Club,
HAL 2nd Stage, Indira Nagar, Bengaluru 560 038,
Karnataka, India
Rajamani Muthuchamy Non-Executive Independent Director 08080999 14/31, Flat-A, Nu-Tech Sherwood Apartments,
Pycrofts Garden Road, Nungambakkam, Greams Road
S.O., Chennai 600 006, Tamil Nadu, India
* Nominee of Accel India IV (Mauritius) Limited.

For further details of our Board of Directors, see “Our Management” on page 215.

Company Secretary and Compliance Officer

Barun Pandey is our Company Secretary and Compliance Officer. His contact details are as set forth below:

Barun Pandey
Vaswani Presidio, no. 84/2, II Floor
Panathur Main Road, Kadubeesanahalli
Off Outer Ring Road
Bengaluru 560 103
Karnataka, India
Tel: +91 8046481828
E-mail: [email protected]

80
Filing of the Draft Red Herring Prospectus and this Red Herring Prospectus

A copy of the Draft Red Herring Prospectus has been uploaded on the SEBI intermediary portal at https://siportal.sebi.gov.in
as specified in Regulation 25(8) of the SEBI ICDR Regulations and pursuant to the SEBI ICDR Master Circular. It was filed
with the SEBI at:

Securities and Exchange Board of India

Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India

A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32
of the Companies Act, 2013 has been filed with the RoC and a copy of the Prospectus shall be filed under Section 26 of the
Companies Act, 2013 with the RoC, and through the electronic portal of MCA.

Book Running Lead Managers

Axis Capital Limited Morgan Stanley India Company Private Limited

1st Floor, Axis House 18th Floor, Tower 2, One World Centre
Pandurang Budhkar Marg Plot 841, Jupiter Textile Mill Compound
Worli, Mumbai 400 025 Senapati Bapat Marg, Lower Parel
Maharashtra, India Mumbai 400013
Tel: +91 22 4325 2183 Maharashtra, India
E-mail: [email protected] Tel: +91 22 6118 1000
Website: www.axiscapital.co.in E-mail: [email protected]
Investor Grievance E-mail: Website: www.morganstanley.com
[email protected] Investor Grievance E-mail:
Contact Person: Pavan Naik [email protected]
SEBI Registration No.: INM000012029 Contact Person: Keyur Thakar
SEBI Registration No.: INM000011203

JM Financial Limited IIFL Capital Services Limited (formerly known as IIFL

7th Floor, Cnergy Securities Limited)
Appasaheb Marathe Marg 24th Floor, One Lodha Place
Prabhadevi, Senapati Bapat Marg
Mumbai 400 025 Lower Parel (West),
Maharashtra, India Mumbai 400 013
Tel: +91 22 6630 3030 / 3262 Maharashtra, India
E-mail: [email protected] Tel: +91 22 4646 4728
Website: www.jmfl.com E-mail: [email protected]
Investor Grievance E-mail: Website: www.iiflcap.com
[email protected] Investor Grievance E-mail:
Contact Person: Prachee Dhuri [email protected]
SEBI Registration No.: INM000010361 Contact Person: Prince Poddar/ Pawan Jain
SEBI Registration No.: INM000010940

Syndicate Member

JM Financial Services Limited

Ground Floor, 2,3&4, Kamanwala Chambers
Sir P.M. Road, Fort
Mumbai – 400001
Maharashtra, India
Tel: +91 22 6136 3400
E-mail: [email protected] / [email protected]
Website: www.jmfinancialservices.in
Contact Person: T N Kumar / Sona Varghese
SEBI Registration Number: INZ000195834

Legal Counsel to the Company as to Indian Law

Cyril Amarchand Mangaldas

3rd Floor, Prestige Falcon Towers
19, Brunton Road
81
Bengaluru 560 025
Karnataka, India
Tel: +91 80 6792 2000

Registrar to the Offer

KFin Technologies Limited
Selenium, Tower B, Plot No. 31 and 32
Financial District
Nanakramguda, Serilingampally
Hyderabad 500 032
Telangana, India
Tel: +91 40 6716 2222
E-mail: [email protected]
Website: www.kfintech.com
Investor Grievance E-mail: [email protected]
Contact Person: M. Murali Krishna
SEBI Registration No.: INR000000221

Statutory Auditors to our Company

Price Waterhouse Chartered Accountants LLP

5th Floor, Tower D
The Millenia, 1&2, Murphy Road
Ulsoor, Bengaluru 560 008
Karnataka, India
Tel: +91 80 4079 5000
E-mail: [email protected]
Firm registration number: 012754N/N500016
Peer review number: 015948

Changes in Auditors

There have been no change in the statutory auditors of our Company in the three years preceding the date of this Red Herring
Prospectus.

Bankers to the Offer

Escrow Collection Bank / Refund Bank / Sponsor Bank

Kotak Mahindra Bank Limited

Kotak Infiniti, 6th Floor, Building No. 21
Infinity Park, Off Western Express Highway
General AK Vaidya Marg, Malad (East)
Mumbai-400 097
Maharashtra, India
Tel: 022-66056588
E-mail: [email protected]
Website: www.kotak.com
Contact Person: Siddhesh Shirodkar
SEBI Registration Number: INBI00000927

Public Offer Account Bank / Sponsor Bank

Axis Bank Limited

Axis House, 6th Floor, C-2
Wadia International Centre
Pandurang Budhkar Marg, Worli
Mumbai - 400 025,
Maharashtra, India
Tel: 022 24253672
E-mail: [email protected]
Website: www.axisbank.com
Contact Person: Vishal M. Lade
SEBI Registration Number: INBI00000017

Bankers to our Company

Axis Bank HDFC Bank

82
Corporate Banking Branch 201, Green Glen Layout
No. 8, Level 3, Nitesh Time square Bellandur, Outer Ring Road
MG Road Bengaluru – 560103
Bengaluru – 560001 Karnataka, India
Karnataka, India
Tel: 097 3180 0477 Tel: 095 1345 7500
Contact Person: Manjunath G.S. Contact Person: Ankan Das
Website: http://www.axisbank.com Website: https://www.hdfcbank.com
Email: [email protected] Email: [email protected]

The Hongkong and Shanghai Banking Corporation IDFC Bank

Limited Residency Building, Plot No. 79
2nd Floor, HSBC Centre Residency Road, Richmond Town
No. 7, M.G. Road Bengaluru – 560025
Bengaluru – 560001 Karnataka, India
Karnataka, India Tel: 080 4656 7377
Tel: 099 3050 1496 Contact Person: C S Ashok Kumar
Contact Person: Somjeet Behera Website: https://www.idfcfirstbank.com
Website: https://www.hsbc.com Email: [email protected]
Email: [email protected]

Kotak Mahindra Bank

22, Ground Floor
Mahatma Gandhi Road
Craig Park Layout, Ashok Nagar
Bengaluru – 560001
Karnataka, India
Tel: 186 0266 2666
Contact Person: Raj Chauhan
Website: https://www.kotak.com/en/home.html
Email: [email protected]

Designated Intermediaries

Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism

The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the Bid Amount
will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and updated from time to time and at
such other websites as may be prescribed by SEBI from time to time, (ii) in relation to UPI Bidders using the UPI
Mechanism, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and updated from time to time and at
such other websites as may be prescribed by SEBI from time to time.

In accordance with the SEBI RTA Master Circular, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022, read with other applicable UPI Circulars, UPI Bidders Bidding through UPI Mechanism may apply through
the SCSBs and mobile applications, using UPI handles, whose name appears on the SEBI website. A list of SCSBs and
mobile applications, which, are live for applying in public issues using UPI mechanism is provided in the list available on the
website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from
time to time and at such other websites as may be prescribed by SEBI from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of
Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time. For
more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the
website of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as updated from
time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e. through the
Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address,

83
telephone number and e-mail address, is provided on the websites of the respective Stock Exchanges at
https://www.bseindia.com/ and https://www.nseindia.com, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/PublicIssues/RtaDp.aspx and www.nseindia.com/products-services/initial-public-offerings-asba-
procedures, respectively, as updated from time to time and on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of the Stock Exchanges at www.bseindia.com/Static/PublicIssues/RtaDp.aspx and
www.nseindia.com/products-services/initial-public-offerings-asba-procedures, respectively, as updated from time to time.

Experts to the Offer

Except as disclosed below, our Company has not obtained any expert opinions:

Our Company has received a written consent dated November 7, 2024 from our Statutory Auditor, namely, Price Waterhouse
Chartered Accountants LLP, holding a valid peer review certificate from the ICAI, to include their names as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an
“expert” as defined under section 2(38) of the Companies Act, 2013 (and not as defined under the U.S. Securities Act) to the
extent and in their capacity as our Statutory Auditor, and in respect of their examination report dated October 14, 2024 on the
Restated Consolidated Financial Information, included in this Red Herring Prospectus and such consent has not been
withdrawn as on the date of this Red Herring Prospectus.

Our Company has received written consent dated November 7, 2024 from Manian & Rao, Chartered Accountants, having
firm registration number 001983S holding a valid peer review certificate from the ICAI, to include their name as required
under Section 26(5) of the Companies Act read with SEBI ICDR Regulations in this Red Herring Prospectus and as an
‘expert’ as defined under Section 2(38) of Companies Act in respect of the certificates issued by them and on the statement of
possible special tax benefits available to the Company and its Shareholders, in their capacity as an independent chartered
accountant to our Company, and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

It is clarified, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

IPO Grading

No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.

Monitoring Agency

In accordance with Regulation 41 of SEBI ICDR Regulations, our Company has appointed a monitoring agency to monitor
utilization of the Gross Proceeds from the Fresh Issue. For details in relation to the proposed utilisation of the Net Proceeds,
see “Objects of the Offer” on page 120.

Details of the Monitoring Agency are as follows:

ICRA Limited
Electric Mansion, 3rd Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400025
Tel: +91 22 6114 3406
Email: [email protected]
Website: www.icra.in
Contact Person: L Shivakumar
SEBI Registration Number: IN/CRA/008/15

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

Credit Rating

As this is an Offer of Equity Shares, credit rating is not required for the Offer.

Debenture Trustees

84
As this is an Offer of Equity Shares, the appointment of debenture trustees is not required for the Offer.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Inter-se allocation of responsibilities

The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead
Managers:

Sr. Activity Responsibility Co-ordinator (s)

No

1. Capital structuring, positioning strategy and due diligence of the Company including its BRLMs Axis Capital
operations/management/business plans/legal etc. Drafting and design of the Draft Red
Herring Prospectus, Red Herring Prospectus, Prospectus, abridged prospectus and
application form. The BRLMs shall ensure compliance with stipulated requirements and
completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including
finalization of Prospectus and RoC filing

2. Drafting and approval of statutory advertisements BRLMs Axis Capital

3. Drafting and approval of all publicity material other than statutory advertisement as BRLMs IIFL
mentioned above including corporate advertising, brochure, etc. and filing of media
compliance report.

4. Appointment of intermediaries viz., Registrar's, Printers, Advertising Agency, Syndicate, BRLMs JM Financial
Sponsor Banks, Bankers to the Issue and other intermediaries, including coordination of all
agreements to be entered into with such intermediaries

5. Preparation of road show marketing presentation and frequently asked questions BRLMs Morgan Stanley

6. International Institutional marketing of the Offer, which will cover, inter alia: BRLMs Morgan Stanley

• Institutional marketing strategy.

• Finalizing the list and division of international investors for one-to-one meetings; and

Finalizing international road show and investor meeting schedule

7. Domestic Institutional marketing of the Offer, which will cover, inter alia: BRLMs Axis Capital

• Institutional marketing strategy.

• Finalizing the list and division of domestic investors for one-to-one meetings; and

Finalizing domestic road show and investor meeting schedule

8. Retail marketing of the Offer, which will cover, inter alia: BRLMs IIFL

• Formulating marketing strategies, preparation of publicity budget.

• Finalizing media, marketing and public relations strategy.

• Finalizing centres for holding conferences for brokers, etc.;

• Finalizing collection centres;

• Arranging for selection of underwriters and underwriting agreement; and

Follow-up on distribution of publicity and offer material including form, Prospectus and
deciding on the quantum of the offer material

9. Non-Institutional marketing of the Offer, which will cover, inter alia: BRLMs JM Financial

• Finalizing media, marketing, and public relations strategy; and

• Finalizing centers for holding conferences for brokers, etc.

10. Managing the book and finalization of pricing in consultation with the Company and the BRLMs Morgan Stanley
Selling Shareholders.

85
 Sr. Activity Responsibility Co-ordinator (s)
No

11. Coordination with Stock-Exchanges for book building software, bidding terminals, mock BRLMs IIFL
trading, anchor co-ordination and intimation of anchor allocation.

12. Post- Issue activities, which shall involve essential follow-up with bankers to the Issue and BRLMs JM Financial
SCSBs to get quick estimates of collection and advising our Company about the closure of
the Issue, based on correct figures, finalization of the basis of allotment or weeding out of
multiple applications, listing of instruments, dispatch of certificates or demat credit and
refunds, payment of STT on behalf of the Selling Shareholders and coordination with
various agencies connected with the post-Issue activity such as Registrar to the Issue,
Bankers to the Issue, SCSBs including responsibility for underwriting arrangements, as
applicable and submission of all post Offer reports including the final post Offer report to
SEBI, co-ordination with designated exchange and SEBI for release of security deposit.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of this Red
Herring Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band, which will be
decided by our Company, in consultation with the Book Running Lead Managers, and which will either be included in this
Red Herring Prospectus or will be advertised in all editions of Financial Express, an English national daily newspaper, all
editions of Jansatta, a Hindi national daily newspaper, and the Bengaluru edition of Vishwavani, a Kannada daily newspaper
(Kannada is the regional language of Karnataka, where our Registered and Corporate Office is located) each with wide
circulation, at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock
Exchanges for the purpose of uploading on their respective websites. The Offer Price shall be determined by our Company
and the Book Running Lead Managers after the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. For
details, see “Offer Procedure” on page 417.

All Bidders (other than Anchor Investors) shall participate in this Offer mandatorily through the ASBA process by
providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the
SCSBs. In addition to this, the RIBs may participate through the ASBA process by either (a) providing the details of
their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (b) through
the UPI Mechanism. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual bidders in initial public offerings whose application sizes are up to ₹0.50 million shall use the UPI
Mechanism.

In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw their
Bid(s) or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage. RIBs
can revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until Bid/ Offer Closing Date. Anchor
Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date. Except for Allocation to
RIBs, NIBs and the Anchor Investors, allocation in the Offer will be on a proportionate basis. Further, allocation to
Anchor Investors will be on a discretionary basis and allocation to the Non-Institutional Investors will be in a manner
as may be introduced under applicable laws.

Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Offer, by submitting
their Bid in the Offer.

The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from time to
time and the investors are advised to make their own judgment about investment through this process prior to submitting a
Bid in the Offer.

Bidders should note that, the Offer is also subject to obtaining (i) the final approval of the RoC after the Prospectus is filed
with the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after
Allotment as per the prescribed timelines in compliance with the SEBI ICDR Regulations.

For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 407, 413 and 417,
respectively. For details in relation to filing of this Red Herring Prospectus see “-Filing of the Draft Red Herring Prospectus
and this Red Herring Prospectus” on page 81.

Illustration of Book Building and Price Discovery Process

For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page 417.

Underwriting Agreement

After determination of the Offer Price and allocation of Equity Shares, our Company and the Selling Shareholders intend to,
prior to the filing of the Prospectus with the RoC, enter into an Underwriting Agreement with the Underwriters for the Equity

86
Shares proposed to be offered through the Offer. The Underwriting Agreement is dated [●]. Pursuant to the terms of the
Underwriting Agreement, the obligations of each of the Underwriters will be several and will be subject to certain conditions
specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they shall
subscribe to on account of rejection of bids, either by themselves or by procuring subscription, at a price which shall not be
less than the Offer Price.

(The Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus. This portion has been
intentionally left blank and will be filled in before filing of the Prospectus with the RoC.)

Name, address, telephone number and e- Indicative number of Equity Shares of face Amount underwritten
mail address of the Underwriters value of ₹1 each to be underwritten (in ₹ million)
[●] [●] [●]

The aforementioned underwriting commitments are indicative and will be finalised after pricing of the Offer, the Basis of
Allotment and actual allocation in accordance with provisions of the SEBI ICDR Regulations.

In the opinion of our Board, the resources of the Underwriters are sufficient to enable them to discharge their respective
underwriting obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered
as brokers with the Stock Exchanges. Our Board/ IPO committee, at its meeting held on [●], approved the acceptance and
entering into the Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the
table above.

Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the
Equity Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the
event of any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting
Agreement, will also be required to procure purchasers for or purchase the Equity Shares to the extent of the defaulted
amount and the Bids to be underwritten in the Offer by each Book Running Lead Manager shall be as per the Underwriting
Agreement.

87
 CAPITAL STRUCTURE

Details of the share capital of our Company, as at the date of this Red Herring Prospectus, are as set forth below:

(in ₹, except share data)

Particulars Aggregate value Aggregate value
at face value at Offer Price*
A AUTHORISED SHARE CAPITAL(1)
Equity Shares comprising:
250,000,000 Equity Shares of face value of ₹1 each 250,000,000 -
Preference Shares comprising:
14,500,000 CCPS of face value of ₹10 each 145,000,000 -
Total 395,000,000 -

B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER#

156,330,160 Equity Shares of face value of ₹1 each 156,330,160 -

C PRESENT OFFER
Offer of up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹[●] million(3)(4) [●] [●]
of which
Fresh Issue of up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹5,500 [●] [●]
million(2)
Offer for Sale of up to 20,685,800 Equity Shares of face value of ₹1 each aggregating up to [●] [●]
₹[●] million(3)
which includes
Employee Reservation Portion of up to 26,000 Equity Shares of face value of ₹1 each(4) [●] [●]
Net Offer of up to [●] Equity Shares of face value of ₹1 each [●] [●]

D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER

[●] Equity Shares of face value of ₹1 each [●] -

E SECURITIES PREMIUM ACCOUNT

Before the Offer 19,530,400,798.36
After the Offer* [●]
* To be updated upon finalisation of the Offer Price, and subject to the Basis of Allotment.
#
Pursuant to resolution dated October 7, 2024, passed by our Board 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 were converted to 99,764,500 Equity Shares of face value of ₹1 each. For details, see “Capital
Structure – Notes to Capital Structure – Share Capital history of our Company” on page 89.
(1) For details of changes in the authorised share capital of our Company since incorporation, see “History and Certain Corporate Matters – Amendments
to our Memorandum of Association” on page 206.
(2) The Offer has been authorised by our Board pursuant to the resolutions passed at their meeting dated June 26, 2024, and by our Shareholders pursuant
to the special resolution passed at their extraordinary general meeting dated June 29, 2024. Further the IPO Committee and the Board took note of the
Offer size pursuant to its resolutions dated October 14, 2024 and November 6, 2024 respectively.
(3) Our IPO Committee and our Board have taken on record the approval for the Offer for Sale by each of the Selling Shareholders, as applicable,
pursuant to their resolutions dated July 4, 2024 and November 6, 2024, respectively. The Offered Shares are eligible to be offered for sale in the Offer
in accordance with Regulations 8 and 8A of the SEBI ICDR Regulations, as on the date of this Red Herring Prospectus. For further details, see “The
Offer” and “Other Regulatory and Statutory Disclosures” on pages 68 and 389, respectively.
(4) Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹0.50 million (net of the
Employee Discount). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of
the Employee Discount). Only in the event of an under-subscription in the Employee Reservation Portion post the initial Allotment, such unsubscribed
portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹0.20
million (net of the Employee Discount), subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million (net of the Employee
Discount). Our Company in consultation with the Book Running Lead Managers, may offer a discount of up to [●]% to the Offer Price (equivalent of
₹[●] per Equity Share of face value of ₹1 each) to Eligible Employees Bidding in the Employee Reservation Portion, subject to necessary approvals as
may be required, and which shall be announced at least two Working Days prior to the Bid / Offer Opening Date.

88
Notes to the Capital Structure

1. Share capital history of our Company

(a) Equity share capital

The history of the equity share capital of our Company is set forth below:

Date of Nature of Nature of Number of Face value Issue price/ Cumulative Cumulative Names of allottees/ shareholders/persons from whom
allotment/ buy allotment/ details consideration equity shares per equity buy back number of paid-up equity equity shares were bought back
back of equity of buy back allotted / bought share (in ₹) price per equity shares share capital
shares back equity share (in ₹)
(in ₹)

April 20, 2015 Allotment pursuant Cash 10,000 10 10 10,000 100,000 Allotment of 3,333 Equity Shares to Ramasubramanian
to initial Balasubramaniam, 3,333 Equity Shares to Rajesh Kumar
subscription to the Naidu Yabaji and 3,334 Equity Shares to Chanakya
Memorandum of Hridaya
Association

June 25, 2015 Rights issue& Cash 101 10 34,653.47 10,101 101,010 Allotment of 101 Equity Shares to Mieone Holdings
Private Limited

June 27, 2015 Sub-division of equity share of face value of ₹10 each to ₹1 each 101,010 101,010 -

August 1, 2015 Rights issue& Cash 1,818 1 6,490.26 102,828 102,828 Allotment of 100 Equity Shares to Accel India IV
(Mauritius) Limited, 100 Equity Shares to Quickroutes
International Private Limited, 315 Equity Shares to Duba
Kantha Rao, 450 Equity Shares to Sanjiv Rangrass, 155
Equity Shares to Rajkumari Yabaji and 698 Equity Shares
to Miebach Consulting India Private Limited

February 2, Rights issue#& Cash 100 1 48,486.72 102,928 102,928 Allotment of 50 Equity Shares to Sands Capital Private
2017 Growth II Limited and 50 Equity Shares to Sands Capital
Private Growth Limited PCC, Cell D

March 31, 2017 Rights issue& Cash 100 1 48,486.72 103,028 103,028 Allotment of 100 Equity Shares to International Finance
Corporation

November 23, Private placement Cash 1 1 193,589.51 103,029 103,029 Allotment of one Equity Share to Trifecta Venture Debt
2019 Fund-II

April 17, 2020 Buy-back** Cash (369) 1 193,589.51 102,660 102,660 Buy-back of 123 Equity Shares from Rajesh Kumar
Naidu Yabaji, 123 Equity Shares from Chanakya Hridaya
and 123 Equity Shares from Ramasubramanian
Balasubramaniam, on a proportionate basis

June 7, 2024# Bonus issue of 550 NA 56,463,000 1 NA 56,565,660 56,565,660 Allotment of 17,677,550 Equity Shares to Rajesh Kumar
Equity Shares for Naidu Yabaji, 17,681,400 Equity Shares to Chanakya
every one Equity Hridaya, 17,677,550 Equity Shares to Ramasubramanian
89
 Date of Nature of Nature of Number of Face value Issue price/ Cumulative Cumulative Names of allottees/ shareholders/persons from whom
allotment/ buy allotment/ details consideration equity shares per equity buy back number of paid-up equity equity shares were bought back
back of equity of buy back allotted / bought share (in ₹) price per equity shares share capital
shares back equity share (in ₹)
(in ₹)

Share Balasubramaniam, 900,350 Equity Shares to Quickroutes

International Private Limited, 555,500 Equity Shares to
Mieone Holdings Private Limited, 548,350 Equity Shares
to Accel India IV (Mauritius) Limited, 383,900 Equity
Shares to Miebach Consulting India Private Limited,
352,000 Equity Shares to Internet Fund III Pte Ltd,
247,500 Equity Shares to Sanjiv Rangrass, 173,250
Equity Shares to Duba Kantha Rao, 85,250 Equity Shares
to Rajkumari Yabaji, 63,250 Equity Shares to Apoletto
Asia Limited, 55,000 Equity Shares to International
Finance Corporation, 27,500 Equity Shares to Sands
Capital Private Growth II Limited, 27,500 Equity Shares
to Sands Capital Private Growth Limited PCC, Cell D,
6,600 Equity Shares to Rahul Mehta and 550 Equity
Shares to Trifecta Venture Debt Fund – II

October 7, Allotment of Cash^ 99,764,500 1 NA 156,330,160 156,330,160 Allotment of 99,764,500 Equity Shares of face value of
2024^^ 99,764,500 Equity ₹1 each pursuant to conversion of Series A CCPS, Series
Shares of face value B CCPS, Series B1 CCPS, Series C CCPS, Series C1
of ₹1 each pursuant CCPS, Series C2 CCPS, Series D CCPS and Series E
to conversion of CCPS to the following allottees:
Series A CCPS,
Series B CCPS, 1. 19,020 Equity Shares to Sanjiv Rangrass;
Series B1 CCPS,
Series C CCPS, 2. 22,778,100 Equity Shares to Accel India IV
Series C1 CCPS, (Mauritius) Limited;
Series C2 CCPS,
Series D CCPS and 3. 20,618,652 Equity Shares to Quickroutes
Series E CCPS International Private Limited;

4. 4,475,635 Equity Shares to Internet Fund III Pte

Limited;

5. 805,240 Equity Shares to Apoletto Asia Ltd;

6. 89,174 Equity Shares to Rahul Mehta;

7. 7,120,361 Equity Shares to Sands Capital Private

Growth II Limited;

8. 2,748,764 Equity Shares to Sands Capital Private

Growth Limited PCC, Cell D;

9. 1,629,938 Equity Shares to Sands Capital Private

90
 Date of Nature of Nature of Number of Face value Issue price/ Cumulative Cumulative Names of allottees/ shareholders/persons from whom
allotment/ buy allotment/ details consideration equity shares per equity buy back number of paid-up equity equity shares were bought back
back of equity of buy back allotted / bought share (in ₹) price per equity shares share capital
shares back equity share (in ₹)
(in ₹)

Growth III Limited;

10. 9,195,013 Equity Shares to International Finance

Corporation;

11. 3,494,917 Equity Shares to Peak XV Partners

Investments VI (formerly known as SCI Investments
VI);

12. 24,594 Equity Shares to Redwood Trust;

13. 4,997,129 Equity Shares to Accel Growth Fund V

L.P.;

14. 4,997,129 Equity Shares to GSAM Holdings LLC;

15. 2,113,614 Equity Shares to B Capital – Asia I, LP;

16. 801,077 Equity Shares to B Capital Global – BB

SPV I, LLC;

17. 3,096,819 Equity Shares to Ithan Creek Master

Investors (Cayman) L.P.;

18. 1,138,135 Equity Shares to Light Street India 1,

LLC;

19. 28,916 Equity Shares to Trifecta Venture Debt Fund

– II;

20. 4,638,253 Equity Shares to Tribe Capital V, LLC –

Series 27;

21. 3,388,438 Equity Shares to IFC Emerging Asia

Fund, LP;

22. 1,545,932 Equity Shares VEF AB (publ);

23. 6,855 Equity Shares to Rajaraman Parameswaran;

24. 10,053 Equity Shares to QED Innovation Labs LLP;

and

91
 Date of Nature of Nature of Number of Face value Issue price/ Cumulative Cumulative Names of allottees/ shareholders/persons from whom
allotment/ buy allotment/ details consideration equity shares per equity buy back number of paid-up equity equity shares were bought back
back of equity of buy back allotted / bought share (in ₹) price per equity shares share capital
shares back equity share (in ₹)
(in ₹)

25. 2,742 Equity Shares to Kumar Puspesh

*
While the date of incorporation of our Company is April 20, 2015, in terms of the MoA, Ramasubramaniam Balasubramaniam, Rajesh Kumar Naidu Yabaji and Chanakya Hridaya (“Initial Subscribers”), subscribed
to the MoA of our Company on April 9, 2015. The Board of our Company considered issuance of share certificates for the aforesaid allotment pursuant to its resolution dated April 21, 2015.
#
The RBI acknowledgment letter for the FC-GPR form filing for this allotment was subject to compounding. For further details, see “Risk Factors – We have in the past failed to file certain forms with RBI for certain
allotments made by our Company, within the prescribed timelines and have compounded such delays under FEMA, 1999 and the rules made thereunder and paid the compounding fee. We have also paid late
submission fees for delays in filing of forms with RBI in respect of certain allotments made by our Company and direct investments made by our Company in our Subsidiaries.” on page 40.
**
The Company undertook buy-back of 123 Equity Shares from Rajesh Kumar Naidu Yabaji, 123 Equity Shares from Chanakya Hridaya and 123 Equity Shares from Ramasubramanian Balasubramaniam, on a
proportionate basis, in order to keep up with the Company’s desire to enhance overall shareholders value and to optimise return to shareholders.
^
Cash was paid at the time of respective allotments of CCPS.
^^ As on the date of this Red Herring Prospectus, Converted Shares resulting from conversion of respective series of CCPS held by GSAM Holdings LLC and Rajaraman Parameswaran are held in physical form as their
demat accounts are not opened and operational. For further details, see “Risk Factors - Certain CCPS which were converted to Equity Shares of face value of ₹1 each in terms of the SEBI ICDR Regulations are held
by certain Shareholders of our Company, in physical form as their demat accounts have not been opened.” on page 57.
&
The Company undertook rights issue of its equity shares on (i) June 25, 2015; (ii) August 1, 2015; (iii) February 2, 2017; and (iv) March 31, 2017 (collectively, the “Rights Issue”), in compliance with the applicable
provisions of the Companies Act, 2013, to the shareholders of the Company as on the respective record date. The Rights Issue were undertaken by the Company based on the commercial consideration with the existing
shareholders of the Company and for further capital infusion in the Company.

(b) Preference share capital

The history of the preference share capital of our Company is set forth in the table below:

Date of Nature of Nature of Number of Cumulative Face value Issue price Cumulative Name of allottees/ shareholders/ /persons whose
allotment/ allotment/ details consideration preference number of per per paid-up shares were forfeited
forfeiture of forfeiture shares preference preference preference preference
shares share (in ₹) share share capital
(in ₹) (in ₹)

Series A CCPS

August 1, 2015 Rights issue Cash 41,863 41,863 10 6,490.26 418,630 24,167 CCPS were allotted to Accel India IV (Mauritius)
Limited and 17,696 CCPS were allotted to Quickroutes
International Private Limited

October 7, Allotment of Equity NA (41,863) Nil 10 NA Nil Conversion of Series A CCPS to 18,859,181 Equity
2024 Shares pursuant to Shares of face value of ₹1 each and allotment of Equity
conversion of Series Shares in the following manner:
A CCPS
1. 10,887,175 Equity Shares to Accel India
IV(Mauritius) Limited; and

2. 7,972,006 Equity Shares to Quickroutes

International Private Limited

92
 Date of Nature of Nature of Number of Cumulative Face value Issue price Cumulative Name of allottees/ shareholders/ /persons whose
allotment/ allotment/ details consideration preference number of per per paid-up shares were forfeited
forfeiture of forfeiture shares preference preference preference preference
shares share (in ₹) share share capital
(in ₹) (in ₹)

Total (A) Nil Nil Nil

Series B CCPS

January 13, Rights issue* Cash 50,188 92,051 10 31,230.27 920,510 14,053 CCPS were allotted to Accel India IV (Mauritius)
2016 Limited, 24,091 CCPS were allotted to Quickroutes
International Private Limited, 10,038 CCPS were allotted
to Internet Fund III Pte. Limited, 1,806 CCPS were
allotted to Apoletto Asia Limited and 200 CCPS were
allotted to Rahul Mehta

October 7, Allotment of Equity NA (50,188) Nil 10 NA Nil Conversion of Series B CCPS to 22,377,284 Equity
2024 Shares pursuant to Shares of face value of ₹1 each and allotment of Equity
conversion of Series Shares in the following manner:
B CCPS
1. 6,265,800 Equity Shares to Accel India IV
(Mauritius) Limited;

2. 10,741,435 Equity Shares to Quickroutes

International Private Limited;

3. 4,475,635 Equity Shares to Internet Fund III Pte.

Limited;

4. 805,240 Equity Shares to Apoletto Asia Limited;

and

5. 89,174 Equity Shares to Rahul Mehta

Total (B) Nil Nil Nil

Series B1 CCPS

February 2, Rights issue# Cash 1,803 93,854 10 56,567.84 938,540 1,803 CCPS were allotted to Accel India IV (Mauritius)
2017 Limited

October 7, Allotment of Equity NA (1,803) Nil 10 NA Nil Conversion of Series B1 CCPS to 958,993 Equity Shares
2024 Shares pursuant to of face value of ₹1 each and allotment of 958,993 Equity
conversion of Series Shares to Accel India IV (Mauritius) Limited
B1 CCPS

Total (C) Nil Nil Nil

93
 Date of Nature of Nature of Number of Cumulative Face value Issue price Cumulative Name of allottees/ shareholders/ /persons whose
allotment/ allotment/ details consideration preference number of per per paid-up shares were forfeited
forfeiture of forfeiture shares preference preference preference preference
shares share (in ₹) share share capital
(in ₹) (in ₹)

Series C CCPS

February 2, Rights issue* Cash 25,886 119,740 10 48,486.72 1,197,400 7,713 CCPS were allotted to Accel India IV (Mauritius)
2017 Limited, 4,207 CCPS were allotted to Quickroutes
International Private Limited, 42 CCPS were allotted to
Sanjiv Rangrass, 10,443 CCPS were allotted to Sands
Capital Private Growth II Limited and 3,481 CCPS were
allotted to Sands Capital Private Growth II Limited PCC,
Cell D

March 31, 2017 Rights issue Cash 17,430 137,170 10 48,486.72 1,371,700 3,506 CCPS were allotted to Sands Capital Private
Growth II Limited and 13,924 CCPS were allotted to
International Finance Corporation

October 7, Allotment of Equity NA (43,316) Nil 10 NA Nil Conversion of Series C CCPS to 19,616,382 Equity
2024 Shares pursuant to Shares of face value of ₹1 each and allotment of Equity
conversion of Series Shares in the following manner:
C CCPS
1. 19,020 Equity Shares to Sanjiv Rangrass;

2. 3,492,962 Equity Shares to Accel India IV

(Mauritius) Limited;

3. 1,905,211 Equity Shares to Quickroutes

International Private Limited;

4. 6,317,040 Equity Shares to Sands Capital Private

Growth II Limited;

5. 1,576,430 Equity Shares to Sands Capital Private

Growth II Limited PCC, Cell D; and

6. 6,305,719 Equity Shares to International Finance

Corporation

Total (D) Nil Nil Nil

Series C1 CCPS

October 5, Private placement Cash 39,261 176,431 10 51,695.40 1,764,310 7,012 CCPS were allotted to Accel India IV (Mauritius)
2018 Limited, 20,889 CCPS were allotted to Peak XV Partners
Investments VI (formerly known as SCI Investments VI),
4,206 CCPS were allotted to Sands Capital Private
Growth II Limited, 147 CCPS were allotted to Redwood

94
 Date of Nature of Nature of Number of Cumulative Face value Issue price Cumulative Name of allottees/ shareholders/ /persons whose
allotment/ allotment/ details consideration preference number of per per paid-up shares were forfeited
forfeiture of forfeiture shares preference preference preference preference
shares share (in ₹) share share capital
(in ₹) (in ₹)

Trust (formerly known as Sequoia Capital India Trust)

and 7,007 CCPS were allotted to Sands Capital Private
Growth Limited PCC, Cell D

October 7, Allotment of Equity NA (39,261) Nil 10 NA Nil Conversion of Series C1 CCPS to 6,568,716 Equity
2024 Shares pursuant to Shares of face value of ₹1 each and allotment of Equity
conversion of Series Shares in the following manner:
C1 CCPS
1. 1,173,170 Equity Shares to Accel India IV
(Mauritius) Limited;

2. 703,701 Equity Shares to Sands Capital Private

Growth II Limited;

3. 1,172,334 Equity Shares to Sands Capital Private

Growth Limited PCC, Cell D;

4. 3,494,917 Equity Shares to Peak XV Partners

Investments VI (formerly known as SCI Investments
VI); and

5. 24,594 Equity Shares to Redwood Trust (formerly

known as Sequoia Capital India Trust)

Total (E) Nil Nil Nil

Series C2 CCPS

December 21, Private placement Cash 16,835 193,266 10 51,695.40 1,932,660 7,012 CCPS were allotted to International Finance
2018 Corporation and 9,823 CCPS were allotted to Sands
Capital Private Growth III Limited

October 7, Allotment of Equity NA (16,835) Nil 10 NA Nil Conversion of Series C2 CCPS to 2,701,029 Equity
2024 Shares pursuant to Shares of face value of ₹1 each and allotment of Equity
conversion of Series Shares in the following manner:
C2 CCPS
1. 1,576,015 Equity Shares to Sands Capital Private
Growth III Limited; and

2. 11,25,014 Equity Shares to International Finance

Corporation

Total (F) Nil Nil Nil

95
 Date of Nature of Nature of Number of Cumulative Face value Issue price Cumulative Name of allottees/ shareholders/ /persons whose
allotment/ allotment/ details consideration preference number of per per paid-up shares were forfeited
forfeiture of forfeiture shares preference preference preference preference
shares share (in ₹) share share capital
(in ₹) (in ₹)

Series D CCPS

March 15, 2019 Private placement Cash 15,668 208,934 10 193,589.51 2,089,340 11,060 CCPS were allotted to Global Private
Opportunities Partners III Aggregator LP and 4,608
CCPS were allotted to B Capital Asia - I, LP

April 3, 2019 Private placement Cash 12,903 221,837 10 193,589.51 2,218,370 70 CCPS were allotted to B Capital Asia - I, LP, 1,773
CCPS were allotted to B Capital Global - BB SPV I, LLC
and 11,060 CCPS were allotted to Accel Growth Fund V
L.P.

April 26, 2019 Private placement Cash 8,902 230,739 10 193,589.51 2,307,390 3,565 CCPS were allotted to International Finance
Corporation and 5,337 CCPS were allotted to Ithan Creek
Master Investors (Cayman) L.P

May 11, 2019 Private placement Cash 2,519 233,258 10 193,589.51 2,332,580 2,519 CCPS were allotted to Light Street India 1, LLC

November 23, Private placement Cash 322@ 233,580 10 193,589.51 2,335,800 111 CCPS were allotted to Trifecta Venture Debt Fund –
2019 I and 211 CCPS were allotted to Trifecta Venture Debt
Fund – II

June 1, 2024 Forfeiture NA (258)@ 233,322 10 NA 2,333,220 111 CCPS held by Trifecta Venture Debt Fund – I and
147 CCPS held by Trifecta Venture Debt Fund – II were
forfeited

October 7, Allotment of Equity NA (40,056) Nil 10 NA Nil Conversion of Series D CCPS to 18,098,101 Equity
2024 Shares pursuant to Shares of face value of ₹1 each and allotment of Equity
conversion of Series Shares in the following manner:
D CCPS
1. 1,610,738 Equity Shares to International Finance
Corporation;

2. 4,997,129 Equity Shares to Accel Growth Fund V

L.P.;

3. 4,997,129 Equity Shares to GSAM Holdings LLC;

4. 2,113,614 Equity Shares to B Capital Asia - I, LP;

5. 801,077 Equity Shares to B Capital Global - BB

SPV I, LLC

6. 2,411,363 Equity Shares to Ithan Creek Master

96
 Date of Nature of Nature of Number of Cumulative Face value Issue price Cumulative Name of allottees/ shareholders/ /persons whose
allotment/ allotment/ details consideration preference number of per per paid-up shares were forfeited
forfeiture of forfeiture shares preference preference preference preference
shares share (in ₹) share share capital
(in ₹) (in ₹)

Investors (Cayman) L.P

7. 1,138,135 Equity Shares to Light Street India 1,

LLC; and

8. 28,916 Equity Shares to Trifecta Venture Debt Fund

– II

Total (G) Nil Nil Nil

Tranche B CCPS

May 7, 2020 Private placement Cash 161& 233,483 10 193,589.51 2,334,830 161 CCPS were allotted to Trifecta Venture Debt Fund –
II

June 1, 2024 Forfeiture NA (161)& 233,322 10 NA 2,333,220 161 CCPS held Trifecta Venture Debt Fund – II were
forfeited

Total (H) Nil Nil Nil

Series E CCPS

July 28, 2021 Private placement Cash 16,382 249,704 10 220,185 2,497,040 6,767 CCPS were allotted to Tribe Capital V, LLC –
Series 27, 336 CCPS were allotted to International
Finance Corporation, 7,415 CCPS were allotted to IFC
Emerging Asia Fund, LP, 1,500 CCPS were allotted to
Ithan Creek Master Investors (Cayman) L.P., 218 CCPS
were allotted to Sands Capital Private Growth II Limited,
118 CCPS were allotted to Sands Capital Private Growth
III Limited, 22 CCPS were allotted to QED Innovation
Labs LLP and 6 CCPS were allotted to Kumar Pushpesh

August 23, Private placement Cash 3,383 253,087 10 220,185 2,530,870 3,383 CCPS were allotted to Tribe Capital V, LLC –
2021 Series 27

August 27, Private placement Cash 15 253,102 10 220,185 2,531,020 15 CCPS were allotted to Rajaraman Parameswaran
2021

September 11, Private placement Cash 3,383 256,485 10 220,185 2,564,850 3,383 CCPS were allotted to VEF AB (publ)
2021

October 7, Allotment of Equity NA (23,163) Nil 10 NA Nil Conversion of Series E CCPS to 10,584,814 Equity
2024 Shares pursuant to Shares of face value of ₹1 each and allotment of Equity
conversion of Series

97
 Date of Nature of Nature of Number of Cumulative Face value Issue price Cumulative Name of allottees/ shareholders/ /persons whose
allotment/ allotment/ details consideration preference number of per per paid-up shares were forfeited
forfeiture of forfeiture shares preference preference preference preference
shares share (in ₹) share share capital
(in ₹) (in ₹)

E CCPS Shares in the following manner:

1. 99,620 Equity Shares to Sands Capital Private

Growth II Limited;

2. 53,923 Equity Shares to Sands Capital Private

Growth III Limited;

3. 153,542 Equity Shares to International Finance

Corporation;

4. 685,456 Equity Shares to Ithan Creek Master

Investors (Cayman) L.P.;

5. 4,638,253 Equity Shares to Tribe Capital V, LLC –

Series 27;

6. 3,388,438 Equity Shares to IFC Emerging Asia

Fund, LP, 1,545,932 Equity Shares to VEF AB
(publ);

7. 6,855 Equity Shares to Rajaraman Parameswaran;

8. 10,053 Equity Shares to QED Innovation Labs LLP;

and

9. 2,742 Equity Shares to Kumar Pushpesh

Total (I) Nil Nil Nil

Total (A+B+C+D+E+F+G+H+I) Nil Nil

*
The RBI acknowledgment letter for the FC-GPR form filing for this allotment was subject to compounding. For further details, see “Risk Factors – We have in the past failed to file certain forms with RBI for certain
allotments made by our Company, within the prescribed timelines and have compounded such delays under FEMA, 1999 and the rules made thereunder and paid the compounding fee. We have also paid late
submission fees for delays in filing of forms with RBI in respect of certain allotments made by our Company and direct investments made by our Company in our Subsidiaries.” on page 40.
#
The RBI acknowledgment letter for the FC-GPR form filing for this allotment was subject to compounding and payment of LSF. For further details, see “Risk Factors –We have in the past failed to file certain forms
with RBI for certain allotments made by our Company, within the prescribed timelines and have compounded such delays under FEMA, 1999 and the rules made thereunder and paid the compounding fee. We have
also paid late submission fees for delays in filing of forms with RBI in respect of certain allotments made by our Company and direct investments made by our Company in our Subsidiaries.” on page 40.
@
These CCPS were partly paid-up at the time of allotment. Out of 211 CCPS allotted to Trifecta Venture Debt Fund – II, 64 CCPS were made fully-paid on June 1, 2024. Due to non-payment of the unpaid amount due,
111 CCPS allotted to Trifecta Venture Debt Fund – I and remaining 147 CCPS allotted to Trifecta Venture Debt Fund – II were forfeited pursuant to a resolution passed by our Board on June 1, 2024. As on the date
of the Draft Red Herring Prospectus and this Red Herring Prospectus, our Company did not have any outstanding partly paid-up Preference Shares.
&
These CCPS were partly paid-up at the time of allotment. Due to non-payment of the unpaid amount due, 161 CCPS allotted to Trifecta Venture Debt Fund – II were forfeited pursuant to a resolution passed by our
Board on June 1, 2024. As on the date of the Draft Red Herring Prospectus and this Red Herring Prospectus, our Company did not have any outstanding partly paid-up Preference Shares.

98
Our Company has made the abovementioned issuances and allotments of Equity Shares and Preference Shares from the date
of incorporation of our Company till the date of filing of this Red Herring Prospectus in compliance with the relevant
provisions of the Companies Act, 2013, to the extent applicable.

The Company has raised funds through multiple series of issuance of preference shares to fund the expansion and growth of
the Company and for general corporate purposes.

The details of preference shares allotted by our Company since incorporation are set forth in the table below:

Name of the shareholder Date of Number of Conversion Number of Acquisition Price per
acquisition of preference ratio Equity price per Equity Share
preference shares of face Shares preference (based on
shares^ value of ₹10 allotted post shares conversion)
each conversion&
Series A CCPS
Accel India IV (Mauritius) Limited August 1, 24,167 1:450.50 10,887,175 6,490.26 14.41
Quickroutes International Private Limited 2015 17,696 1:450.50 7,972,006 6,490.26 14.41
Series B CCPS
Accel India IV (Mauritius) Limited January 13, 14,053 1:445.87 6,265,800 31,230.27 70.04
Quickroutes International Private Limited 2016 24,091 1:445.87 10,741,435 31,230.27 70.04
Internet Fund III Pte. Limited 10,038 1:445.87 4,475,635 31,230.27 70.04
Apoletto Asia Limited 1,806 1:445.87 805,240 31,230.27 70.04
Rahul Mehta 200 1:445.87 89,174 31,230.27 70.04
Series B1 CCPS
Accel India IV (Mauritius) Limited February 2, 1,803 1:531.89 958,993 56,567.84 106.35
2017
Series C CCPS
Accel India IV (Mauritius) Limited February 2, 7,713 1:452.87 3,492,962 48,486.72 107.07
Sanjiv Rangrass 2017 42 1:452.87 19,020 48,486.72 107.07
Quickroutes International Private Limited 4,207 1:452.87 1,905,211 48,486.72 107.07
Sands Capital Private Growth II Limited 10,443 1:452.87 4,729,289 48,486.72 107.07
Sands Capital Private Growth Limited 3,481 1:452.87 1,576,430 48,486.72 107.07
PCC, Cell D
Sands Capital Private Growth II Limited March 31, 3,506 1:452.87 1,587,751 48,486.72 107.07
International Finance Corporation 2017 13,924 1:452.87 6,305,719 48,486.72 107.07
Series C1 CCPS
Accel India IV (Mauritius) Limited October 5, 7,012 1:167.31 1,173,170 51,695.40 308.98
Sands Capital Private Growth II Limited 2018 4,206 1:167.31 703,701 51,695.40 308.98
Sands Capital Private Growth Limited 7,007 1:167.31 1,172,334 51,695.40 308.98
PCC, Cell D
Redwood Trust (formerly known as 147 1:167.31 24,594 51,695.40 308.99
Sequoia Capital India Trust)
Peak XV Partners Investments VI 20,889 1:167.31 3,494,917 51,695.40 308.98
(formerly known as SCI Investments VI)
Series C2 CCPS
International Finance Corporation December 21, 7,012 1:160.44 1,125,014 51,695.40 322.21
Sands Capital Private Growth III Limited 2018 9,823 1:160.44 1,576,015 51,695.40 322.21
Series D CCPS
Global Private Opportunities Partners III March 15, 11,060 1:451.82 4,997,129 193,589.51 428.47
Aggregator LP 2019
B Capital Asia - I, LP 4,608 1:451.82 2,081,987 193,589.51 428.47
B Capital Asia - I, LP April 3, 2019 70 1:451.82 31,627 193,589.51 428.47
Accel Growth Fund V L.P. 11,060 1:451.82 4,997,129 193,589.51 428.47
B Capital Global - BB SPV I, LLC 1,773 1:451.82 801,077 193,589.51 428.47
International Finance Corporation April 26, 2019 3,565 1:451.82 1,610,738 193,589.51 428.47
Ithan Creek Master Investors (Cayman) 5,337 1:451.82 2,411,363 193,589.51 428.47
L.P
Light Street India 1, LLC May 11, 2019 2,519 1:451.82 1,138,135 193,589.51 428.47
Trifecta Venture Debt Fund – II November 23, 64@ 1:451.82 28,916 193,589.51 428.47
2019
Series E CCPS
Tribe Capital V, LLC – Series 27 July 28, 2021 6,767 1:456.97 3,092,321 220,185.00 481.84
International Finance Corporation 336 1:456.97 153,542 220,185.00 481.84
IFC Emerging Asia Fund, LP 7,415 1:456.97 3,388,438 220,185.00 481.84
Ithan Creek Master Investors (Cayman) 1,500 1:456.97 685,456 220,185.00 481.84
L.P
Sands Capital Private Growth II Limited 218 1:456.97 99,620 220,185.00 481.83
Sands Capital Private Growth III Limited 118 1:456.97 53,923 220,185.00 481.83
QED Innovation Labs LLP 22 1:456.97 10,053 220,185.00 481.85
Kumar Pushpesh 6 1:456.97 2,742 220,185.00 481.81
Tribe Capital V, LLC – Series 27 August 23, 3,383 1:456.97 1,545,932 220,185.00 481.84

99
 2021
Rajaraman Parameswaran August 27, 15 1:456.97 6,855 220,185.00 481.81
2021
VEF AB (publ) September 11, 3,383 1:456.97 1,545,932 220,185.00 481.84
2021
&
As adjusted for rounding-off.
^
The Company had allotted 161 CCPS to Trifecta Venture Debt Fund – II on May 7, 2020. These CCPS were partly paid-up at the time of allotment.
Due to non-payment of the unpaid amount due, 161 CCPS allotted to Trifecta Venture Debt Fund – II were forfeited pursuant to a resolution passed by
our Board on June 1, 2024. As on the date of the Draft Red Herring Prospectus and this Red Herring Prospectus, our Company did not have any
outstanding partly paid-up Preference Shares.
@
These CCPS were partly paid-up at the time of allotment. Out of 211 CCPS allotted to Trifecta Venture Debt Fund – II, 64 CCPS were made fully-paid
on June 1, 2024. Due to non-payment of the unpaid amount due, 147 CCPS allotted to Trifecta Venture Debt Fund – II were forfeited pursuant to a
resolution passed by our Board on June 1, 2024. As on the date of the Draft Red Herring Prospectus and this Red Herring Prospectus, our Company
did not have any outstanding partly paid-up Preference Shares.

Set out below are the details of acquisition of Equity Shares and Preference Shares of our Company through secondary
transaction:

(a) Equity Shares

Date of Names of the transferor Names of the transferee Number of Nature of Face Issue
transfer/ equity consideration value per price/
board shares Equity transfer
resolution transferred Share (₹) price per
Equity
Share (₹)
Ramasubramaniam Quickroutes International Private 1,066 Cash 1 31,230.27
Balasubramaniam Limited
Chanakya Hridaya Quickroutes International Private 471 Cash 1 31,230.27
Limited
Chanakya Hridaya Accel India IV (Mauritius) 598 Cash 1 31,230.27
June 1, 2016 Limited
Rajesh Kumar Naidu Yabaji Accel India IV (Mauritius) 299 Cash 1 31,230.27
Limited
Rajesh Kumar Naidu Yabaji Internet Fund III Private Limited 640 Cash 1 31,230.27
Rajesh Kumar Naidu Yabaji Apoletto Asia Ltd 115 Cash 1 31,230.27
Rajesh Kumar Naidu Yabaji Rahul Mehta 12 Cash 1 31,230.27
June 11, Duba Kanta Rao Yabaji Rajkumari 173,565 Gift Transfer* 1 Nil
2024
October 9, Ramasubramaniam Rajesh Kumar Naidu Yabaji 3,187,679 Gift Transfer* 1 Nil
2024 Balasubramaniam
October 10, Sanjiv Rangrass Rajesh Kumar Naidu Yabaji 44,674 Gift Transfer* 1 Nil
2024
October 10, Mieone Holdings Private Rajesh Kumar Naidu Yabaji 100,170 Gift Transfer* 1 Nil
2024 Limited,
October 10, Miebach Consulting India Rajesh Kumar Naidu Yabaji 69,226 Gift Transfer* 1 Nil
2024 Private Limited
October 11, Sands Capital Private Rajesh Kumar Naidu Yabaji 19,530 Share 1 1
2024 Growth II Limited Transfer*
Sands Capital Private Rajesh Kumar Naidu Yabaji 8,591 Share 1 1
October 11,
Growth Limited PCC, Cell Transfer*
2024
D
October 11, International Finance Rajesh Kumar Naidu Yabaji 24,453 Share 1 1
2024 Corporation Transfer*
October 14, Chanakya Hridaya Rajesh Kumar Naidu Yabaji 2,349,340 Gift Transfer* 1 Nil
2024
October 14, Rajkumari Yabaji Rajesh Kumar Naidu Yabaji 46,614 Gift Transfer* 1 Nil
2024
*Note: There have been no impact on the Shareholders’ Agreement in view of such transfers.

(b) Preference Shares

Date of Names of the transferor Names of the transferee Number of Nature of Face Issue
transfer/ preference consideration value per price/
board shares preferenc transfer
resolution transferred e share price per
(₹) preference
share (₹)
September 3, Global Private Opportunities GSAM Holdings LLC 11,060 Cash 10 193,589.51
2019 Partners III Aggregator LP

As on the date of this Red Herring Prospectus, our Company does not have any outstanding Preference Share capital.
For further details, see “ – Notes to the Capital Structure – Share capital history of our Company” on page 89.
100
1. Shares issued for consideration other than cash or out of revaluation reserves (excluding bonus issuance)

As on the date of this Red Herring Prospectus, our Company has not issued any Equity Shares or Preference Shares
for consideration other than cash or out of revaluation reserves (excluding bonus issuance) since incorporation.

2. Shares issued under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies
Act, 2013

Our Company has not allotted any Equity Shares and Preference Shares pursuant to any scheme approved under
Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act, 2013.

3. Securities or Equity Shares issued at a price lower than the Offer Price in the preceding one year

The Offer Price is [●]. For further details in relation to the issuances in the preceding one year, see “ – Notes to the
Capital Structure – Share capital history of our Company – (a) Equity share capital” on page 89.

101
4. Shareholding pattern of our Company

The table below presents the shareholding pattern of our Company as on the date of filing of this Red Herring Prospectus:

Category Category Numb Number of Nu Numb Total number Shareho Number of Voting Rights held in each class of Number of Shareholding, Number Number of Number of
(I) of er of fully paid-up mb er of of shares held lding as securities shares as a % of Locked Shares equity
shareholde share equity shares er shares (VII) a % of (IX) Underlyin assuming full in shares pledged or shares held
r holder held of under =(IV)+(V)+ total g conversion of (XII) otherwise in
(II) s (III) (IV) par lying (VI) number Outstandi convertible encumbere demateriali
tly Depos of ng securities (as d zed form
pai itory shares convertibl a percentage (XIII) (XIV)
d- Recei (calculat Number of Voting Rights Total as e securities of diluted Nu As a Num As a
up pts ed as Class e.g.: Class Total a % of (including share capital) mb % of ber % of
equ (VI) per Equity Shares e.g.: (A+B+ Warrants) (XI)= er total (a) total
ity SCRR, Others C) (X) (VII)+(X) As (a) Share Shares
sha 1957) a % of s held held
res (VIII) (A+B+C2) (b) (b)
hel As a %
d of
(V) (A+B+C
2)
(A) Promoter 4 536,58,544 - - 53,658,544.00 34.32% 53,658,544 - 53,658,544 34.32% - 32.92% - - 53,658,544
and
Promoter
Group
(B) Public 27 102,671,616 - - 10,26,71,616.00 65.68% 102,671,616 - 102,671,616 65.68% 6,685,453 67.08% - - 97,661,020
(C) Non - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - -
by employee
trusts
Total 31 156,330,160.00 - - 15,63,30,160.00 100.00% 156,330,160.00 - 156,330,160.00 100.00% 6,685,453 100.00% - - 151,319,564

102
5. Details of equity shareholding of the major shareholders of our Company:

a) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital
of our Company, as on the date of this Red Herring Prospectus:

S. No. Name of the Shareholder Number of Percentage of Number of Percentage of

Equity the pre-Offer Equity the pre-Offer
Shares of Equity Share Shares of Equity Share
face value of capital (%) face value of capital on a
₹1 each ₹1 each on a fully diluted
fully diluted basis* (%)
basis*
1. Rajesh Kumar Naidu Yabaji 23,559,968 15.07% 23,559,968 14.45%
2. Accel India IV (Mauritius) Limited 23,327,447 14.92% 23,327,447 14.31%
3. Quickroutes International Private Limited 21,520,639 13.77% 21,520,639 13.20%
4. Chanakya Hridaya 15,364,208 9.83% 15,364,208 9.42%
5. Ramasubramaniam Balasubramaniam 14,522,012 9.29% 14,522,012 8.91%
6. International Finance Corporation 9,225,660 5.90% 9,225,660 5.66%
7. Sands Capital Private Growth II Limited 7,128,381 4.56% 7,128,381 4.37%
8. Accel Growth Fund V L.P. 4,997,129 3.20% 4,997,129 3.07%
9. GSAM Holdings LLC 4,997,129 3.20% 4,997,129 3.07%
10. Internet Fund III Private Limited 4,828,275 3.09% 4,828,275 2.96%
11. Tribe Capital V, LLC – Series 27 4,638,253 2.97% 4,638,253 2.85%
12. Peak XV Partners Investments VI (formerly 3,494,917 3,494,917
2.24% 2.14%
known as SCI Investments VI)
13. IFC Emerging Asia Fund, LP 3,388,438 2.17% 3,388,438 2.08%
14. Ithan Creek Master Investors (Cayman) L.P. 3,096,819 1.98% 3,096,819 1.90%
15. Sands Capital Private Growth Limited PCC, 2,767,723 2,767,723
1.77% 1.70%
Cell D
16. B Capital – Asia I, LP 2,113,614 1.35% 2,113,614 1.30%
17. Sands Capital Private Growth III Limited 1,629,938 1.04% 1,629,938 1.00%
* Based on the beneficiary position statement dated November 6, 2024 and register of members of our Company, as applicable.
Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested
options under the ESOP Schemes.

b) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital
of our Company, as of 10 days prior to the date of this Red Herring Prospectus:

S. No. Name of the Shareholder Number of Percentage of Number of Percentage of

Equity the pre-Offer Equity the pre-Offer
Shares of Equity Share Shares of Equity Share
face value of capital (%) face value of capital on a
₹1 each ₹1 each on a fully diluted
fully diluted basis* (%)
basis*
1. Rajesh Kumar Naidu Yabaji 23,559,968 15.07% 23,559,968 14.45%
2. Accel India IV (Mauritius) Limited 23,327,447 14.92% 23,327,447 14.31%
3. Quickroutes International Private Limited 21,520,639 13.77% 21,520,639 13.20%
4. Chanakya Hridaya 15,364,208 9.83% 15,364,208 9.42%
5. Ramasubramaniam Balasubramaniam 14,522,012 9.29% 14,522,012 8.91%
6. International Finance Corporation 9,225,660 5.90% 9,225,660 5.66%
7. Sands Capital Private Growth II Limited 7,128,381 4.56% 7,128,381 4.37%
8. Accel Growth Fund V L.P. 4,997,129 3.20% 4,997,129 3.07%
9. GSAM Holdings LLC 4,997,129 3.20% 4,997,129 3.07%
10. Internet Fund III Private Limited 4,828,275 3.09% 4,828,275 2.96%
11. Tribe Capital V, LLC – Series 27 4,638,253 2.97% 4,638,253 2.85%
12. Peak XV Partners Investments VI (formerly 3,494,917 3,494,917
2.24% 2.14%
known as SCI Investments VI)
13. IFC Emerging Asia Fund, LP 3,388,438 2.17% 3,388,438 2.08%
14. Ithan Creek Master Investors (Cayman) L.P. 3,096,819 1.98% 3,096,819 1.90%
15. Sands Capital Private Growth Limited PCC, 2,767,723 2,767,723
1.77% 1.70%
Cell D
16. B Capital – Asia I, LP 2,113,614 1.35% 2,113,614 1.30%
17. Sands Capital Private Growth III Limited 1,629,938 1.04% 1,629,938 1.00%
* Based on the beneficiary position statement dated October 25, 2024 and register of members of our Company, as applicable.
Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested
options under the ESOP Schemes.

103
 c) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital
of our Company, as of one year prior to the date of this Red Herring Prospectus:

S. No. Name of the Shareholder Number of Percentage of Number of Percentage of

Equity the pre-Offer Equity the pre-Offer
Shares of face Equity Share Shares of face Equity Share
value of ₹1 capital (%) value of ₹1 capital on a
each each on a fully diluted
fully diluted basis* (%)
basis*
1. Accel India IV (Mauritius) Limited 997 0.97% 51,629 15.26%
2. Quickroutes International Private Limited 1,637 1.59% 47,631 14.08%
3. Rajesh Kumar Naidu Yabaji 32,141 31.31% 32,141 9.50%
4. Chanakya Hridaya 32,148 31.32% 32,148 9.50%
5. Ramasubramanian Balasubramaniam 32,141 31.31% 32,141 9.50%
6. International Finance Corporation 100 0.10% 20,417 6.03%
7. Sands Capital Private Growth II Limited 50 0.05% 15,776 4.66%
8. Accel Growth Fund V L.P. 0 0.00% 11,060 3.27%
9. GSAM Holdings LLC 0 0.00% 11,060 3.27%
10. Internet Fund III Pte Ltd 640 0.62% 10,678 3.16%
11. Tribe Capital V, LLC – Series 27 0 0.00% 10,265 3.03%
12. Peak XV Partners Investments VI (formerly
0 0.00% 7,735 2.29%
known as SCI Investments VI)
13. IFC Emerging Asia Fund, LP 0 0.00% 7,499 2.22%
14. Ithan Creek Master Investors (Cayman) L.P. 0 0.00% 6,854 2.03%
15. Sands Capital Private Growth Limited PCC,
50 0.05% 6,125 1.81%
Cell D
16. B Capital Asia - I, LP 0 0.00% 4,678 1.38%
17. Sands Capital Private Growth III Limited 0 0.00% 3,607 1.07%
18. VEF AB (publ) 0 0.00% 3,421 1.01%
* Based on register of members of our Company. Calculated on the basis of total Equity Shares held and such number of Equity
Shares which will result upon exercise of vested options under the ESOP Schemes.

d) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital
of our Company, as of two years prior to the date of this Red Herring Prospectus:

S. No. Name of the Shareholder Number of Percentage of Number of Percentage of

Equity the pre-Offer Equity the pre-Offer
Shares of face Equity Share Shares of face Equity Share
value of ₹1 capital (%) value of ₹1 capital on a
each each on a fully diluted
fully diluted basis* (%)
basis*
1. Accel India IV (Mauritius) Limited 997 0.97% 51,629 15.34%
2. Quickroutes International Private Limited 1,637 1.59% 47,631 14.16%
3. Rajesh Kumar Naidu Yabaji 32,141 31.31% 32,141 9.55%
4. Chanakya Hridaya 32,148 31.32% 32,148 9.55%
5. Ramasubramanian Balasubramaniam 32,141 31.31% 32,141 9.55%
6. International Finance Corporation 100 0.10% 20,417 6.07%
7. Sands Capital Private Growth II Limited 50 0.05% 15,776 4.69%
8. Accel Growth Fund V L.P. 0 0.00% 11,060 3.29%
9. GSAM Holdings LLC 0 0.00% 11,060 3.29%
10. Internet Fund III Pte Ltd 640 0.62% 10,678 3.17%
11. Tribe Capital V, LLC – Series 27 0 0.00% 10,265 3.05%
12. Peak XV Partners Investments VI (formerly
0 0.00% 7,735 2.30%
known as SCI Investments VI)
13. IFC Emerging Asia Fund, LP 0 0.00% 7,499 2.23%
14. Ithan Creek Master Investors (Cayman) L.P. 0 0.00% 6,854 2.04%
15. Sands Capital Private Growth Limited PCC,
50 0.05% 6,125 1.82%
Cell D
16. B Capital Asia - I, LP 0 0.00% 4,678 1.39%
17. Sands Capital Private Growth III Limited 0 0.00% 3,607 1.07%
18. VEF AB (publ) 0 0.00% 3,421 1.01%
* Based on register of members of our Company. Calculated on the basis of total Equity Shares held and such number of Equity
Shares which will result upon exercise of vested options under the ESOP Schemes.

6. History of the Equity Share capital held by our Promoters

As on the date of this Red Herring Prospectus, our Promoters, in aggregate hold 53,446,188 Equity Shares of face
value of ₹1 each, representing 32.78% of the issued, subscribed and paid-up Equity Share capital of our Company,
calculated on a fully diluted basis. The details regarding our Promoters’ shareholding are set forth below.
104
a) Build-up of the Equity shareholding of our Promoters in our Company

The build-up of the equity shareholding of our Promoters since incorporation of our Company is set forth below:

Date of Nature of transaction Number of Nature of Face Issue price/ Percentage of Percentage
allotment/ equity shares considerat value per transfer the pre- Offer of fully
transfer/ board allotted/ ion Equity price per Equity Share diluted post-
resolution transferred Share (₹) Equity capital Offer Equity
Share (₹) (%)^ Share capital
(%)
Rajesh Kumar Naidu Yabaji
April 20, 2015 Allotment pursuant to initial subscription to the Memorandum of Association 3,333 Cash 10 10 Negligible [●]
June 27, 2015 Sub-division pursuant to a resolution passed by our Board on June 26, 2015 and a resolution passed by our Shareholders on June 27, 2015, 0.02 [●]
wherein each equity share of face value of ₹10 each has been sub-divided into 10 Equity Shares of face value of ₹1 each. Accordingly, by
virtue of sub-division with effect from June 27, 2015, Rajesh Kumar Naidu Yabaji held 33,330* Equity Shares of face value of ₹1 each
June 1, 2016 Transfer of 299 Equity Shares to Accel India IV (Mauritius) Limited (299) Cash 1 31,230.27 Negligible [●]
Transfer of 640 Equity Shares to Internet Fund III Pte. Limited (640) Cash 1 31,230.27 Negligible [●]
Transfer of 115 Equity Shares to Apoletto Asia Limited (115) Cash 1 31,230.27 Negligible [●]
Transfer of 12 Equity Shares to Rahul Mehta (12) Cash 1 31,230.27 Negligible [●]
April 17, 2020 Buy-back of Equity Shares** (123) Cash 1 193,589.51 Negligible [●]
June 7, 2024 Bonus issue of 550 Equity Shares for every one Equity Share 17,677,550 NA 1 NA 10.84 [●]
October 9, 2024 Transfer of 3,187,679 Equity Shares from Ramasubramanian Balasubramaniam(1) 3,187,679 Gift 1 NA 1.96 [●]
October 10, Transfer of 44,674 Equity Shares from Sanjiv Rangrass(2) 44,674 Gift 1 NA 0.03 [●]
2024
October 10, Transfer of 100,170 Equity Shares from Mieone Holdings Private Limited(3) 100,170 Gift 1 NA 0.06 [●]
2024
October 10, Transfer of 69,226 Equity Shares from Miebach Consulting India Private Limited(4) 69,226 Gift 1 NA 0.04 [●]
2024
October 11, Transfer of 19,530 Equity Shares from Sands Capital Private Growth II Limited(5) 19,530 Cash 1 1 0.01 [●]
2024
October 11, Transfer of 8,591 Equity Shares from Sands Capital Private Growth Limited, PCC 8,591 Cash 1 1 0.01 [●]
2024 Cell D(5)
October 11, Transfer of 24,453 Equity Shares from International Finance Corporation(6) 24,453 Cash 1 1 0.02 [●]
2024
October 14, Transfer of 2,349,340 Equity Shares from Chanakya Hridaya(7) 2,349,340 Gift 1 NA 1.44 [●]
2024
October 14, Transfer of 46,614 Equity Shares from Rajkumari Yabaji(8) 46,614 Gift 1 NA 0.03 [●]
2024
Sub Total (A) 23,559,968 14.45 [●]
Chanakya Hridaya
April 20, 2015 Allotment pursuant to initial subscription to the Memorandum of Association 3,334 Cash 10 10 Negligible [●]
June 27, 2015 Sub-division pursuant to a resolution passed by our Board on June 26, 2015 and a resolution passed by our Shareholders on June 27, 2015, 0.02 [●]
wherein each equity share of face value of ₹10 each has been sub-divided into 10 Equity Shares of face value of ₹1 each. Accordingly, by
virtue of sub-division with effect from June 27, 2015, Chanakya Hridaya held 33,340* Equity Shares of face value of ₹1 each
June 1, 2016 Transfer of 471 Equity Shares to Quickroutes International Private Limited (471) Cash 1 31,230.27 Negligible [●]
Transfer of 598 Equity Shares to Accel India IV (Mauritius) Limited (598) Cash 1 31,230.27 Negligible [●]
April 17, 2020 Buy-back of Equity Shares** (123) Cash 1 193,589.51 Negligible [●]

105
 Date of Nature of transaction Number of Nature of Face Issue price/ Percentage of Percentage
allotment/ equity shares considerat value per transfer the pre- Offer of fully
transfer/ board allotted/ ion Equity price per Equity Share diluted post-
resolution transferred Share (₹) Equity capital Offer Equity
Share (₹) (%)^ Share capital
(%)
June 7, 2024 Bonus issue of 550 Equity Shares for every one Equity Share 17,681,400 NA 1 NA 10.85 [●]
October 14, Transfer of 2,349,340 Equity Shares to Rajesh Kumar Naidu Yabaji(7) (2,349,340) Gift 1 NA (1.44) [●]
2024
Sub Total (B) 15,364,208 9.42
Ramasubramanian Balasubramaniam
April 20, 2015 Allotment pursuant to initial subscription to the Memorandum of Association 3,333 Cash 10 10 Negligible [●]
June 27, 2015 Sub-division pursuant to a resolution passed by our Board on June 26, 2015 and a resolution passed by our Shareholders on June 27, 2015, 0.02 [●]
wherein each equity share of face value of ₹10 each has been sub-divided into 10 Equity Shares of face value of ₹1 each. Accordingly, by
virtue of sub-division with effect from June 27, 2015, Ramasubramanian Balasubramaniam held 33,330* Equity Shares of face value of ₹1
each
June 1, 2016 Transfer of 1,066 Equity Shares to Quickroutes International Private Limited (1,066) Cash 1 31,230.27 Negligible [●]
April 17, 2020 Buy-back of Equity Shares** (123) Cash 1 193,589.51 Negligible [●]
June 7, 2024 Bonus issue of 550 Equity Shares for every one Equity Share 17,677,550 NA 1 NA 10.84 [●]
October 9, 2024 Transfer of 3,187,679 Equity Shares to Rajesh Kumar Naidu Yabaji(1) (3,187,679) Gift 1 NA (1.96) [●]
Sub Total (C) 14,522,012 8.91 [●]
Total (A + B + C) 53,446,188 32.78 [●]
* Pursuant to the subdivision, 3,333 equity shares of face value of ₹10 each held by Rajesh Kumar Naidu Yabaji, 3,334 equity shares of face value of ₹10 each held by Chanakya Hridaya and 3,333 equity
shares of face value of ₹10 each held by Ramasubramanian Balasubramaniam, were subdivided to 33,330, 33,340 and 33,330 Equity Shares of face value of ₹1 each, respectively.
** The Company undertook buy-back of 123 Equity Shares from Rajesh Kumar Naidu Yabaji, 123 Equity Shares from Chanakya Hridaya and 123 Equity Shares from Ramasubramanian Balasubramaniam, on
a proportionate basis, in order to keep up with the Company’s desire to enhance overall shareholders value and to optimise return to shareholders.
^
Calculated on the basis of total Equity Shares held and vested options under the ESOP Schemes.
(1) Transfer pursuant to Gift Deed dated October 9, 2024 entered into between Ramasubramanian Balasubramaniam and Rajesh Kumar Naidu Yabaji.
(2) Transfer pursuant to Gift Deed dated October 9, 2024 entered into between Sanjiv Rangrass and Rajesh Kumar Naidu Yabaji.
(3) Transfer pursuant to Gift Deed dated October 9, 2024 entered into between Mieone Holdings Private Limited and Rajesh Kumar Naidu Yabaji.
(4) Transfer pursuant to Gift Deed dated October 9, 2024 entered into between Miebach Consulting India Private Limited and Rajesh Kumar Naidu Yabaji.
(5) Transfer pursuant to Letter Agreement dated October 8, 2024 entered into between Sands Capital Private Growth II Limited, Sands Capital Private Growth Limited, PCC Cell D and Rajesh Kumar Naidu
Yabaji.
(6) Transfer pursuant to Letter Agreement dated October 8, 2024 entered into between International Finance Corporation and Rajesh Kumar Naidu Yabaji.
(7) Transfer pursuant to Gift Deed dated October 9, 2024 entered into between Chanakya Hridaya and Rajesh Kumar Naidu Yabaji.
(8) Transfer pursuant to Gift Deed dated October 9, 2024 entered into between Rajkumari Yabaji and Rajesh Kumar Naidu Yabaji.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment of such Equity Shares. As on the date of this Red Herring Prospectus,
none of the Equity Shares held by our Promoters are pledged.

b) Shareholding of our Promoters and Promoter Group

The details of shareholding of our Promoters and members of our Promoter Group as on the date of this Red Herring Prospectus are set forth below:

S. No. Name of the shareholder Pre-Offer number Pre-Offer Percentage of the pre- Number of Post-Offer Percentage of the
of Equity Shares number of Offer Equity Share capital ESOPs number of Equity post-Offer Equity
preference (on a fully diluted basis) outstanding Shares Share capital (%)
shares (%)
Promoters
106
S. No. Name of the shareholder Pre-Offer number Pre-Offer Percentage of the pre- Number of Post-Offer Percentage of the
of Equity Shares number of Offer Equity Share capital ESOPs number of Equity post-Offer Equity
preference (on a fully diluted basis) outstanding Shares Share capital (%)
shares (%)
1. Rajesh Kumar Naidu Yabaji 23,559,968 - 14.45 - [●] [●]
2. Chanakya Hridaya 15,364,208 - 9.42 - [●] [●]
3. Ramasubramanian Balasubramaniam 14,522,012 - 8.91 - [●] [●]
Total (A) 5,3446,188 - 32.78 - [●] [●]
Promoter Group
1. Rajkumari Yabaji 212,356 - 0.13 - [●] [●]
Total (B) 212,356 - 0.13 - [●] [●]
Total (A+B) 53,658,544 - 32.91 - [●] [●]

107
7. Details of Promoter’s Contribution and lock-in

a) In accordance with Regulation 14 and Regulation 16(1) of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Offer Equity Share capital
of our Company held by our Promoters, shall be locked in for a period of 18 months, or such other period as prescribed under the SEBI ICDR Regulations, as
minimum promoters’ contribution from the date of Allotment (“Promoters’ Contribution”). Our Promoters have voluntarily agreed to lock-in an aggregate of
20% of the fully diluted post-Offer Equity Share capital of our Company – Promoters’ Contribution, held by them for a period of three years from the date of
Allotment. Our Promoters’ shareholding in excess of 20% of the fully diluted post-Offer Equity Share capital shall be locked in for a period of six months from
the date of Allotment. Out of the Promoters’ shareholding in excess of 20% of the fully diluted Post-Offer Equity Share capital, 266,644 Equity Shares acquired
by one of our Promoters, Rajesh Kumar Naidu Yabaji in October 2024 from certain shareholders will be locked in for a period of three years from the date of
Allotment.

b) The details of the Equity Shares to be locked-in for a period of three years, or such other period as prescribed under the SEBI ICDR Regulations from the date of
Allotment as Promoters’ Contribution are set forth in the table below:

Name of Promoter Number of Date of Nature of Face value per Issue/ Percentage of Percentage of Date up to
Equity Shares allotment/ transaction Equity Share acquisition pre-Offer paid- post-Offer which the
locked-in(1)(2) transfer of (₹) price per up Equity paid-up Equity Equity Shares
Equity Shares Equity Share Share capital Share capital* are subject to
(₹) lock in
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]
* Subject to finalisation of the Basis of Allotment.
(1)
For a period of three years months from the date of Allotment.
(2)
All Equity Shares were fully paid-up at the time of allotment/acquisition.

Our Promoters have given their consent to include such number of Equity Shares held by our Promoters as disclosed above, constituting 20% of the fully diluted
post-Offer Equity Share capital of our Company as Promoters’ Contribution. Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise
encumber in any manner the Promoters’ Contribution from the date of filing the Draft Red Herring Prospectus, until the expiry of the lock-in period specified
above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.

c) Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of Promoters’ Contribution in terms of Regulation 15
of the SEBI ICDR Regulations. For details of the build-up of the share capital held by our Promoters, see “- History of the Equity Share capital held by our
Promoters” on page 104.

In this connection, we confirm that the Equity Shares considered as Promoters’ Contribution:

(i) have not been acquired during the immediately preceding three years from the date of this Red Herring Prospectus for consideration other than cash and
any revaluation of assets or capitalisation of intangible assets was not involved in such transactions;

(ii) did not result from a bonus issue during the immediately preceding three years from the date of this Red Herring Prospectus, by utilisation of revaluation
reserves or unrealised profits of our Company, or from bonus issue against Equity Shares which are otherwise ineligible for Promoters’ Contribution;

(iii) are not acquired or subscribed to during the immediately preceding year from the date of this Red Herring Prospectus at a price lower than the price at
which the Equity Shares are being offered to the public in the Offer; and

(iv) are not subject to any pledge or any other encumbrance.

108
Further, our Company has not been formed by conversion of a partnership firm or a limited liability partnership firm into a company and hence, no Equity Shares
have been issued in the one year immediately preceding the date of this Red Herring Prospectus pursuant to conversion from a partnership firm or limited
liability partnership.

109
8. Details of Equity Shares held by our Directors, Key Managerial Personnel and Senior Management Personnel

As on the date of this Red Herring Prospectus, other than the Promoters of our Company, none of Directors, Key Managerial Personnel or Senior Management Personnel
hold any Equity Shares of our Company. For further details, see “Our Management - Shareholding of our Directors in our Company” on page 220.

9. Details of Equity Shares locked-in for six months:

In addition to the lock-in requirements prescribed in “-Details of Promoter’s Contribution and lock-in” on page 108, the entire pre-Offer equity share capital of our
Company will be locked-in for a period of six months from the date of Allotment except for (i) the Equity Shares transferred pursuant to the Offer for Sale; (ii) any Equity
Shares held by the employees (whether currently employees or not) of our Company which have been or will be allotted to them under the ESOP Schemes; and (iii) the
Equity Shares held by Shareholders who are VCFs, Category I AIFs, Category II AIFs or FVCIs, provided that such Equity Shares will be locked-in for a period of at
least six months from the date of purchase by such VCFs or Category I AIFs or Category II AIFs or FVCI Shareholders respectively, subject to the provisions of
Regulation 8A(c) of the SEBI ICDR Regulations. In accordance with Regulation 8A(c) of the SEBI ICDR Regulations, for Shareholders holding (individually or with
persons acting in concert) more than 20% of pre-Offer shareholding of our Company on a fully diluted basis, the provisions of lock-in as specified under Regulation 17 of
the SEBI ICDR Regulations shall be applicable, and relaxation from lock-in as provided under Regulation 17(c) of the SEBI ICDR Regulations is not applicable.

10. Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors

50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 90 days from the date of Allotment and the
remaining Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.

11. Other requirements

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant
Depository.

Pursuant to Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are locked-in for a period of three years from the date of
Allotment may be pledged as collateral security for loans granted by scheduled commercial banks, public financial institutions, NBFC-SI or housing finance companies,
provided that such loans have been granted by such bank or institution for the purpose of financing one or more of the objects of the Offer and pledge of the Equity Shares
is a term of sanction of such loans.

Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked-in for a period of six months from the date of
Allotment may be pledged as collateral security for loans granted by scheduled commercial banks, public financial institutions, NBFC-SI or housing finance companies,
provided that pledge of the Equity Shares is one of the terms of sanction of such loans.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in, may be transferred to any member of our Promoter
Group or a new promoter, subject to continuation of lock-in applicable with the transferee for the remaining period (and such transferees shall not be eligible to transfer
until the expiry of the lock-in period) and compliance with provisions of the SEBI Takeover Regulations.

Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons (other than our Promoters) prior to the Offer and locked-in for a period
of six months, may be transferred to any other person holding Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject to the
continuation of the lock-in with the transferee for the remaining period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and
compliance with the provisions of the SEBI Takeover Regulations.

110
12. Except for the allotment of Equity Shares upon exercise of options vested pursuant to the ESOP Schemes and the Fresh Issue, our Company presently does not intend or
propose to alter its capital structure for a period of six months from the Bid/ Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or
further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or by
way of issue of bonus shares or on a rights basis or by way of further public issue of Equity Shares or otherwise.

13. Except for any issue of Equity Shares pursuant to Fresh Issue and exercise of options vested under the ESOP Schemes, there will be no further issue of Equity Shares
whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of filing of this Red
Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges, or all application monies have been refunded, as the case may be.

14. As on the date of filing of this Red Herring Prospectus, the total number of Shareholders of our Company is 31.

15. As on the date of the Draft Red Herring Prospectus and this Red Herring Prospectus, all Equity Shares held by our Promoters and members of our Promoter Group are
held in dematerialized form.

16. Except as disclosed under “Notes to the Capital Structure – Share Capital History of our Company – Equity share capital” and “- History of the equity share capital held
by our Promoters” on pages 89 and 104, respectively, none of our Promoters, the members of our Promoter Group or any of the Directors or their relatives, as applicable,
have purchased or sold any securities of our Company during the period of six months immediately preceding the date of this Red Herring Prospectus.

17. There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors and their relatives, have financed the purchase by any
other person of securities of our Company, other than the normal course of business, during a period of six months immediately preceding the date of filing of the Draft
Red Herring Prospectus and this Red Herring Prospectus.

18. Our Company, any of our Directors and the BRLMs have not entered into any buy back arrangements for purchase of Equity Shares from any person.

19. The Equity Shares issued and transferred pursuant to the Offer shall be fully paid-up at the time of Allotment and there are no partly paid-up Equity Shares or Preference
Shares as on the date of the Draft Red Herring Prospectus and this Red Herring Prospectus.

20. The members of the Promoter Group shall not participate in the Offer nor receive any proceeds from the Offer, except to the extent of their participation in the Offer for
Sale.

21. As on the date of this Red Herring Prospectus, our Company has not made any allotments under the ESOP Schemes and all grants made under the ESOP Schemes are to
employees of the Company.

22. As on the date of this Red Herring Prospectus, the BRLMs and their respective associates (as defined in the SEBI Merchant Bankers Regulations) do not hold any Equity
Shares of our Company. The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform
services for, our Company and its respective directors and officers, partners, trustees, affiliates, associates or third parties in the ordinary course of business and have
engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company and each of its respective directors and officers,
partners, trustees, affiliates, associates or third parties, for which they have received, and may in the future receive, compensation.

23. None of our BRLMs and their respective associates (as defined under the SEBI Merchant Bankers Regulations) hold any Equity Shares of face value of ₹1 each in our
Company as on the date of this Red Herring Prospectus.

24. No person connected with the Offer shall offer of any incentive, whether direct or indirect, in any manner, whether in cash or kind or otherwise, to any Bidder for making
a Bid, except for fees or commission for services rendered in relation to the Offer.

25. Except for the outstanding employee stock options issued pursuant to the ESOP Schemes, there are no outstanding warrants, options or rights to convert debentures, loans
or other instruments into, or which would entitle any person any option to receive Equity Shares as on the date of this Red Herring Prospectus.
111
26. All transactions in Equity Shares by our Promoter and members of our Promoter Group between the date of filing of the Draft Red Herring Prospectus and the date of
closing of the Offer shall be reported to the Stock Exchanges within 24 hours of such transactions.

27. Employee Stock Options Scheme of our Company

(i) ESOP 2016

Our Company, pursuant to the resolutions passed by our Board on April 26, 2016 and our Shareholders on May 21, 2016, adopted the ESOP 2016. The ESOP
2016 was further amended by Board and Shareholders resolution, both dated July 4, 2024. The objective of ESOP 2016 is to encourage ownership of Shares by
Employees of our Company and its subsidiaries and to provide additional incentive for them to promote the success of the Company by granting them the option
to purchase certain Shares of our Company. The ESOP 2016 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.

As on the date of this Red Herring Prospectus, under ESOP 2016, an aggregate of 13,263 options have been granted to employees of our Company and its
subsidiaries, an aggregate of 8,434 options have been vested and no options have been exercised. Further, as on the date of this Red Herring Prospectus our
Company had 306,413 ungranted options under the ESOP 2016. All grants of options under the ESOP 2016 are in compliance with the Companies Act, 2013. As
on the date of this Red Herring Prospectus, no Equity Shares have been issued under the ESOP 2016. Upon exercising the currently vested options, the total
number of shares would amount to 4,647,134 shares and the unvested options would result in 267,729 shares. Additionally, if the current ungranted options are
both granted and exercised, the resulting number of shares would be 306,413.

The details of the ESOP 2016, as certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024 are as follows

Details
Particulars
Year 2022 Year 2023 Year 2024 For the three For the three From July
months period months period 1, 2024 till
ended June 30, ended June 30, the date of
2023 2024 this
certificate
Options granted during the Fiscal/ Period 2,855 - - - - 4,351
Options vested and exercisable at the end of the Fiscal/ Period 6,208 7,363 7,956 7,363 7,956 8,434
Options exercised during the fiscal/ period Nil Nil Nil Nil Nil Nil
Exercise price per Option (in ₹) 10 - - - - -
Total number of Equity Shares that would arise as a result of full 5,227,337(1) 5,037,242(1) 4,910,512(1) 5,037,242(1) 4,910,512(1) 4,914,863 (1)
exercise of options granted (net of forfeited/ lapsed/ cancelled options)

Options forfeited/lapsed/cancelled during the fiscal/ period 464 345 230 Nil Nil Nil
Options outstanding (including vested and unvested options) 9,487 9,142 8,912 9,142 8,912 13,263
Variation of terms of options There are no variations in terms of the options
Money realized by exercise of options during the year/period Nil Nil Nil Nil Nil Nil
Total number of options in force 9,487 9,142 8,912 9,142 8,912 13,263
Employee wise details of options granted to:

112
(i) Key Managerial Personnel and Senior Management
Personnel
(i) Shilpi Pandey 992 - - - - -
(ii) Manish Singh 919 - - - - -
(iii) Barun Pandey - - - - - 1088
(iv) Any other employee who receives a grant in any one year
of options amounting to 5% or more of the options granted during the
year

(v) (i) Uttam Kumar Garodia 459 - - - - -

(vi) (ii) Deepak Warrier 459 - - - - -
(vii) Identified employees who were granted options during
any one year equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of our Company at the time of Nil
grant

Diluted EPS pursuant to the issue of Equity Shares on exercise of Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 For the For the For the period
options calculated in accordance with the applicable accounting three three from July 01,
standard on ‘Earnings Per Share’ months months 2024 till the
period period date of this
ended June ended certificate
30, 2023 June 30,
2024

Restated
Profit/ (Loss)
per equity
share from
continuing
and
(16.54) (15.86) (10.53) (1,96) 1.54 NA
discontinued
operations [in
Rupees]
(Diluted
Earnings per
share):

Not Applicable. As per the Restated Consolidated Financial Statements, the fair value has been determined as per Black
Difference, if any, between employee compensation cost calculated Scholes Model of valuation.
using the intrinsic value of stock options and the employee
compensation cost calculated on the basis of fair value of stock options
and its impact on profits and EPS of the Company

113
Description of the pricing formula and the method and significant Pricing Formula: Fair Value under Black Scholes Model of Valuation
assumptions used during the year to estimate the fair values of options,
including weighted-average information, namely, risk-free interest The assumptions used in this model for calculating fair value are as below:
rate, expected life, expected volatility, expected dividends and the
price of the underlying share in market at the time of grant of the Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 For the For the
option three three
months months
period period
ended ended June
June 30, 30, 2024
2023

Fair value of option 170,289.00 NA NA NA NA

on the date of grant
(in Rs.)
Weighted average 170,289.00 NA NA NA NA
fair value of option
on the date of grant
(in Rs.)
Exercise price (in 10.00 NA NA NA NA
Rs.)
Risk Free Interest 5.70% NA NA NA NA
Rate
4.50 NA NA NA NA
Expected Life
50.00% NA NA NA NA
Expected Annual
Volatility of Shares

Expected Dividend 0% NA NA NA NA
Yield
(This has been extracted from the disclosures in the Restated Consolidated Financial Statements)

Impact on profits and EPS of the last three years if the accounting Not Applicable
policies prescribed in the SEBI SBEB & SE Regulations had been
followed in respect of options granted in the last three years

Intention of the Key Managerial Personnel and Senior Management Nil(2)

Personnel and whole-time directors who are holders of Equity Shares
allotted on exercise of options granted under an employee stock option
scheme, to sell their Equity Shares within three months after the date
of listing of the Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising out of an employee stock option Nil(2)
scheme within three months after the date of listing of Equity Shares,
by directors, senior managerial personnel and employees having
Equity Shares arising out of an employee stock option scheme,
amounting to more than 1% of the issued capital (excluding
outstanding warrants and conversions)
114
 Note: 306,413 options are yet to be granted under ESOP 2016. These ungranted options take into account the impact of the bonus issue on June 7, 2024.
(1) Calculated as options outstanding at the end of the fiscal or period multiplied by number of equity shares that would arise against exercise of each option and the impact of bonus issue as on June 7, 2024.
(2) A few of our Key Managerial Personnel and Senior Management Personnel may sell Equity Shares arising out ESOP 2016 upon exercise of their options thereunder within three months after the date of listing of Equity
Shares

(ii) ESOP 2019

Our Company, pursuant to the resolutions passed by our Board on January 18, 2019 and our Shareholders on February 12, 2019, adopted the ESOP 2019. The
ESOP 2019 was amended by Board and Shareholders resolution dated July 12, 2021 and July 13, 2021, respectively, and was further amended by Board and
Shareholders resolution both dated July 4, 2024. The objective of ESOP 2019 is to encourage ownership of Shares by Employees of our Company and its
subsidiaries and to provide additional incentive for them to promote the success of the Company by granting them the option to purchase certain Shares of our
Company. The ESOP 2019 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

As on the date of this Red Herring Prospectus, under ESOP 2019, an aggregate of 5,234,991 options have been granted to employees of our Company and its
subsidiaries, an aggregate of 3,699,309 options have been vested and no options have been exercised. Further, as on the date of this Red Herring Prospectus our
Company had 1,495,985,385 ungranted options under the ESOP 2019. All grants of options under the ESOP 2019 are in compliance with the Companies Act,
2013. As on the date of this Red Herring Prospectus, no Equity Shares have been issued under the ESOP 2019. Upon exercising the currently vested options, the
total number of shares would amount to 2,038,320 and the unvested options would result in 846,145 shares. Additionally, if the current ungranted options are
both granted and exercised, the resulting number of shares would be 1,495,985.

The details of the ESOP 2019, as certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024 are as follows:

115
 Particulars Details
Fiscal 2022 Fiscal 2023 Fiscal 2024 For the three For the three From July 1,
months period months period 2024 till the
ended June 30, 2023 ended June 30, date of this
2024 certificate
Options granted during the fiscal/ period 3,530,564 2,024,171 605,966 515,468 322,472 Nil
Options vested and exercisable at the end 836,055 1,718,666 2,908,840 2,365,096 3,322,718 3,699,309
of the Fiscal/ Period

Options exercised during the fiscal/ Nil Nil Nil Nil Nil Nil
period
Exercise price per Option (in ₹) 0.01 0.01 0.01 0.01 0.01 0.01
Total number of Equity Shares that would 2,252,313(1) 3,097,428(1) 2,839,374(1) 2,960,261(1) 2,921,080(1) 2,884,480(1)
arise as a result of full exercise of options
granted (net of forfeited/ lapsed/
cancelled options)

Options forfeited/lapsed/cancelled 2,248,368 490,386 1,074,304 764,410 174,185 66,425

Options outstanding (including vested 4,087,682 5,621,467 5,153,129 5,372,525 5,301,416 5,234,991
and unvested options)
Variation of terms of options There are no variations in terms of the options
Money realized by exercise of options Nil Nil Nil Nil Nil Nil
during the year/period

Total number of options in force 4,087,682 5,621,467 5,153,129 5,372,525 5,301,416 5,234,991
Employee wise details of options granted
to:

Key Managerial Personnel and Senior

Management Personnel
(i) Satyakam GN 66,598 160,775 - - 45,936 -
(ii) Shilpi Pandey 156,388 - - - 27,561 -
(iii) Thejasvi Bhat 91,871 137,807 - - - -
(iv) Chandra Prakash - - 275,613 275,613 - -
(v) Prakash B Mali - 39,045 - - - -
(vi) Manish Singh - - - - 9,187 -
(vii) Abhishek Singh 45,936 34,452 137,807 137,807 68,903 -
(viii) Supil Chachan 66,598 137,807 - - - -

116
Any other employee who receives a grant
in any one year of options amounting to
5% or more of the options granted during
the year

List of employees and number of options

(i) Giriraj Bagri 1,291,396 - - - - -

(ii) Rishav Jain - 287,097 - - - -
(iii) Vishal Chaturvedi - 137,807 - - - -
(iv) Nipun Katyal - 137,807 - - - -
(v) Ajinkya Padmakar Somvanshi - - - - 22,968 -
(vi) Gopal Bhageria - - - - 22,968 -
(vii) Prathi Subramanya Nikhil - - - - 22,968 -
(viii) Rahul Aggarwal - - - - 45,936 -
Identified employees who were granted Nil
options during any one year equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of our Company at the time
of grant
Diluted EPS pursuant to the issue of
Equity Shares on exercise of options Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 For the For the For the
calculated in accordance with the three three period
applicable accounting standard on months months from July
‘Earnings Per Share’ period period 01, 2024 till
ended June ended June the date of
30, 2023 30, 2024 this
certificate
Restated
Profit/ (Loss)
per equity
share from
continuing
and
(16.54) (15.86) (10.53) (1,96) 1.54 NA
discontinued
operations [in
Rupees]
(Diluted
Earnings per
share):

117
Difference, if any, between employee Not Applicable. As per the Restated Consolidated Financial Statements, the fair value has been determined as per Black Scholes Model of valuation.
compensation cost calculated using the
intrinsic value of stock options and the
employee compensation cost calculated
on the basis of fair value of stock options
and its impact on profits and EPS of the
Company
Description of the pricing formula and the Pricing Formula: Fair Value under Black Scholes Model of Valuation
method and significant assumptions used
during the year to estimate the fair values The assumptions used in this model for calculating fair value are as below:
of options, including weighted-average
information, namely, risk-free interest Particulars Fiscal 2022 Fiscal 2023 Fiscal 2024 For the For the
rate, expected life, expected volatility, three three
expected dividends and the price of the months months
underlying share in market at the time of period period
grant of the option ended ended June
June 30, 30, 2024
2023
Fair value of option Rs.161.64 to Rs.153.18 to Rs.166.69 to Rs. 166.69 Rs. 239.24
on the date of grant Rs.187.48 Rs.163.08 Rs.196.60
(in Rs.)
Weighted average 179.24 155.81 170.07 166.69 239.24
fair value of option
on the date of grant
(in Rs.)
Exercise price (in 0.01 0.01 0.01 0.01 0.01
Rs.)
Risk Free Interest 5.70% 7.07% 7.27% 7.30% 7.30%
Rate
3.99 to 4.75 3.99 to 4.75 3.93 to 4.68 3.83 to 5 3.68 to 4.93
Expected Life
years years years years years
Expected Annual 50% 50% 50% 50% 50%
Volatility of Shares
Expected Dividend 0% 0% 0% 0% 0%
Yield
(This has been extracted from the disclosures in the Restated Consolidated Financial Statements)

Impact on profits and EPS of the last Not Applicable

three years if the accounting policies
prescribed in the SEBI SBEB & SE
Regulations had been followed in respect
of options granted in the last three years

118
 Intention of the Key Managerial Nil(2)
Personnel and Senior Management
Personnel and whole-time directors who
are holders of Equity Shares allotted on
exercise of options granted under an
employee stock option scheme, to sell
their Equity Shares within three months
after the date of listing of the Equity
Shares pursuant to the Offer

Intention to sell Equity Shares arising out Nil(2)

of an employee stock option scheme
within three months after the date of
listing of Equity Shares, by directors,
senior managerial personnel and
employees having Equity Shares arising
out of an employee stock option scheme,
amounting to more than 1% of the issued
capital (excluding outstanding warrants
and conversions)
Note: 1,495,985,385 options are yet to be granted under ESOP 2019. These ungranted options take into account the impact of the bonus issue on June 7, 2024.
(1) Calculated as options outstanding at the end of the fiscal or period multiplied by number of equity shares that would arise against exercise of each option and the impact of bonus issue as on June 7, 2024.
(2) A few of our Key Managerial Personnel and Senior Management Personnel may sell Equity Shares arising out ESOP 2019 upon exercise of their options thereunder within three months after the date of listing of Equity
Shares

119
 OBJECTS OF THE OFFER

The Offer comprises the Fresh Issue and the Offer for Sale. For details, see “Offer Document Summary –Offer size” and “The
Offer” on pages 21 and 68, respectively.

Offer for Sale

Each Selling Shareholder shall be entitled to its respective portion of the proceeds of the Offer for Sale, after deducting its
respective proportion of the Offer related expenses and the relevant taxes thereon, as applicable. Our Company will not receive
any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form part of the Net Proceeds.

Fresh Issue

The details of the proceeds of the Fresh Issue are set forth below:

Particulars Estimated amount (in ₹ million)

Gross Proceeds of the Fresh Issue ₹5,500.00
(Less) Expenses in relation to the Fresh Issue ([])
Net Proceeds(1) []
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.

Requirement of funds

We propose to utilise the Net Proceeds towards funding the following objects:

1. Funding towards sales and marketing costs;

2. Investment in Blackbuck Finserve Private Limited, our NBFC subsidiary, for financing the augmentation of its capital
base to meet its future capital requirements;

3. Funding of expenditure in relation to product development; and

4. General corporate purposes.

(collectively, the “Objects”).

Our Company also expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges, including enhancement
of our Company’s brand name and creation of a public market for our Equity Shares in India.

The main objects clause and the objects incidental and ancillary to the main objects clause of our Memorandum of Association
enables us to (a) undertake our existing business activities; (b) undertake the activities for which the funds are being raised by us
in the Fresh Issue and are proposed to be funded from the Net Proceeds, either directly or through our Subsidiaries; and (c)
undertake the activities for which the borrowings proposed to be repaid/ prepaid from the Net Proceeds were utilised.

Utilization of Net Proceeds

The Net Proceeds are proposed to be utilised in the following manner:

(in ₹ million)
S. No. Particulars Estimated amount*
1. Funding towards sales and marketing costs 2,000.00
2. Investment in Blackbuck Finserve Private Limited for financing the augmentation of its capital base to meet 1,400.00
its future capital requirements
3. Funding of expenditure in relation to product development 750.00
4. General corporate purposes []#
Total* []
* To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
#
The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.

Proposed schedule of implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and
deployment of funds set forth in the table below:

120
 (in ₹ million)
Particulars Estimated amount proposed to Estimated utilisation of Net Proceeds
be financed from Net Proceeds Fiscal 2025 Fiscal 2026 Fiscal 2027
Funding towards sales and marketing costs 2,000.00 750.00 750.00 500.00
Investment in Blackbuck Finserve Private 1,400.00 1,400.00 Nil Nil
Limited for financing the augmentation of its
capital base to meet its future capital
requirements
Funding of expenditure in relation to product 750.00 250.00 250.00 250.00
development
General corporate purposes [●](1) [](1) [](1) [●](1)
Total [] [] [] [●]
(1) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds. To be finalized upon determination of the Offer Price and
updated in the Prospectus prior to filing with the RoC.

Any change in the schedule of deployment including period of deployment shall be approved by our Shareholders and will be
submitted to the Monitoring Agency.

The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described in this section are based on
our current business plan, management estimates, market conditions and other external commercial and technical factors.
However, such fund requirements and deployment of funds have not been appraised by any bank, or financial institution. We may
have to revise our funding requirements and deployment schedule on account of a variety of factors such as timing of completion
of the Offer, our financial and market condition, our management’s estimates of economic trends and business requirements,
business and strategy, retention and changing preferences of truck operators, negotiation with lenders, variation in cost estimates
and other external factors such as changes in the business environment and interest or exchange rate fluctuations, which may not
be within the control of our management. This may entail rescheduling or revising the planned expenditure and funding
requirements, including the expenditure for a particular purpose at the discretion of our management, subject to compliance with
applicable laws.

In case of a shortfall in the Net Proceeds towards meeting the Objects, we may explore a range of options including utilising our
internal accruals and availing additional borrowings. In the event that the estimated utilization of the Net Proceeds in a scheduled
fiscal year is not completely met, due to the reasons stated above, the same shall be utilised in the next fiscal year, as may be
determined by our Company, in accordance with applicable laws. If the actual utilisation towards any of the Objects is lower than
the proposed deployment such balance will be used towards general corporate purposes within the permissible limits in
accordance with the SEBI ICDR Regulations.

Further, in order to utilise the Net Proceeds for the proposed Objects, we may invest in Blackbuck Finserve Private Limited, our
Company’s NBFC subsidiary, which is proposed to be undertaken in the form of either debt or equity, which will be determined
by our Company at the time of making such investment and has not been finalized as on the date of this Red Herring Prospectus.
We believe that the said investments by our Company in our Subsidiary will result in increase in the value of the investment for
our Company and will be in furtherance of our growth strategies.

Details of the Objects

1. Funding towards sales and marketing costs

We have deployed digital market campaigns, marketing collaterals*, channel partners and other marketing initiatives, to
expand our brand reach over time. Our solutions are distributed to our customers through an omnichannel distribution
strategy, covering both sales and servicing with a mix of digital and physical Touchpoints to cater to the specific
requirements of our customers. Our omnichannel strategy spans across multiple mediums for outreach to truck operators,
including digital marketing through the BlackBuck App and social media, on-ground workforce present across
geographies in key transport hubs and toll plazas, tele-based inbound and outbound communication, and channel partners
which act as an extended arm of the sales and servicing teams. Among new-age digital platforms in the trucking sector,
our Company boasts the largest physical network across India and as of June 30, 2024, we have sold and serviced our
products in over 86.50% of India’s districts, including in all of the major transportation hubs and across 80% of the toll
plaza network in India (Source: RedSeer Report). We have a digitally enabled network of 9,395 Touchpoints to conduct
onboarding and servicing activities as of March 31, 2024. For further details, see “Our Business” on page 163.

Our ability to develop a deep distribution network across the country has been one of the underlying factors for our
success in the industry. With the aim of user acquisition and retention, we have historically expended significantly
towards sales and marketing and building our distribution channel to improve our reach, market visibility of our brand
and drive effective engagement. Our Company engages in the following sales and marketing strategies:

(i) digital marketing campaign through specialised marketing agency across social media and search platforms;
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(ii) development and distribution of marketing collaterals* like marketing videos;

(iii) presence of our on-ground sales and marketing workforce across geographies in key transport hubs and toll
plazas;

(iv) on-boarding of channel partners for developing reach and presence of our product and service offerings across
geographies; and

(v) tele-based inbound and outbound communication for customer service and support.

We have engaged independent, sales and marketing agency on a non-exclusive basis to provide us with services in
relation to services for promotion, advertisements, digital campaigns and social media marketing including through
animated and influencer videos and will continue to engage with such agencies in future for our proposed sales and
marketing spends. Our sales and servicing team is responsible for generating leads, managing client relationships,
identifying new business opportunities and ensuring seamless service delivery. The efforts of our sales team combined
with our marketing initiatives have been crucial in retaining our existing user base and expanding our user base and
strengthening the visibility of our brand. As a result of our sales, distribution and marketing strategies, we have been able
to increase our base of annual transacting truck operators to 963,345 in Fiscal 2024 from 761,871 in Fiscal 2023 and
482,446 in Fiscal 2022. Further, the details of our transacting users are set out below:

Particulars For the three For the three For Financial For Financial For Financial
month period month period Year ended Year ended Year ended
ended June 30, ended June 30, March 31, 2024 March 31, 2023 March 31, 2022
2024 2023
Number of transacting users NA NA 963,345 761,871 482,446
Revenue from continuing operations 921.66 594.67 2,969.22 1,756.80 1,193.26
(in ₹ million)

Our sales and marketing expenses are broadly categorised into:

• On-roll sales personnel cost: This includes expenses towards payment of salaries to personnels in the sales
team in our Company. Our on-roll sales and marketing team had 1,255 and 1,155 members for the three months
period ended June 30, 2024 and June 30, 2023 respectively, 1,674 members in Fiscal 2024, 2,209 members in
Fiscal 2023 and 1,362 members in Fiscal 2022. In Fiscal 2024, our Company has paid approximately ₹0.37
million per year as an average salary to members in our on-roll sales team. For the three months period ended
June 30, 2024, our Company has paid approximately ₹ 0.14 million per year as an average salary to members in
our on-roll sales team.

• Off-roll sales personnel cost: This includes expenses towards payments of assigned personnel services fees
and management fees to agencies, who we have engaged for providing manpower across geographies for sales,
delivery and collection service. As of June 30, 2024, we are engaged with two agencies for providing manpower
to our Company. The validity of such agreements are typically two years, subject to renewal or until termination
by one of the parties or termination at will subject to 30 days prior notice by one of the parties. Through our
engagement with agencies, our off-roll sales and marketing team had 4,604 and 3,174 members for the three
months period ended June 30, 2024 and June 30, 2023 respectively, 7,969 members in Fiscal 2024, 8,679
members in Fiscal 2023 and 7,005 members in Fiscal 2022.

• Sales and marketing agency cost: This includes expenses towards payment of service fees to (i) channel
partners, who we have engaged for acquisition of customers; and (ii) agency, who we have engaged to build
marketing collaterals. The agreement with the agency is valid up to April 30, 2027. As of March 31, 2024, we
had 1,112 channel partners and have engaged with an agency, through which we reach out to truck operators for
sales across multiple product categories.

• Digital marketing cost: This includes expenses towards (i) payment to agency, who we have engaged for
executing digital marketing campaigns; (ii) cost of advertisement across the digital channels; and (iii) agency,
who we have engaged to build marketing collaterals*. The validity of the agreement with the agency is one
year, subject to renewal or until termination by one of the parties or termination at will subject to 30 days prior
notice by one of the parties. As of March 31, 2024, we are engaged with one agency and certain digital channels
for executing digital marketing campaigns.
* Marketing collaterals includes brochures, flyers, product catalogues, business cards, and promotional items that our sales team
distribute directly to potential truck operators during face-to-face interactions. These help our Company to communicate key
messages, product benefits, and brand value to drive engagement and sales

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Our sales and marketing expenses were ₹ 460.13 million and ₹ 312.31 million and ₹1,577.77 million, ₹1,777.10 million
and ₹1,028.71 million during the three months period ended June 30, 2024 and June 30, 2023 and Financial Years 2024,
2023 and 2022, respectively, and constituted 50.28%% and 31.98%% and 32.64%, 41.16% and 26.63% of our expenses
for such periods/ years, respectively, on a standalone basis. The breakup of the sales and marketing expenses incurred by
our Company for the three months period ended June 30, 2024 and June 30, 2023 and the year ended March 31, 2024,
March 31, 2023 and March 31, 2022 on a standalone basis are as follows:

(in ₹ million)
Particulars For the three For the three For Financial For Financial For Financial
months period months period Year ended Year ended Year ended
ended June 30, ended June 30, March 31, 2024 March 31, 2023 March 31, 2022
2024 2023
On-roll sales personnel cost 174.16 164.42 619.54 757.86 358.69
Off-roll sales personnel cost 180.91 121.06 604.64 688.72 490.46
Sales and marketing agency cost 91.52 10.58 296.40 149.01 -
Digital marketing cost 13.54 16.25 57.19 181.51 179.56
Total sales and marketing costs 460.13 312.31 1,577.77 1,777.10 1,028.71
Total expenses/ revenue from operations 49.92 52.52 53.14 101.16 86.21
(%)
Note:
The costs incurred over the years and fluctuations in such costs is on account of growth and optimisation of cost over the years of our Company.

The break-up of the sales and marketing expenses for the three months period ended June 30, 2024 and June 30, 2023
and the year ended March 31, 2024, March 31, 2023 and March 31, 2022 on a standalone basis as a percentage of total
expenses is as follows:

Particulars For the three For the three For Financial For Financial For Financial
months period months period Year ended Year ended Year ended
ended June 30, ended June 30, March 31, 2024 March 31, 2023 March 31, 2022
2024 2023
On-roll sales personnel cost 19.03% 16.84% 12.82% 17.55% 9.29%
Off-roll sales personnel cost 19.77% 12.40% 12.51% 15.95% 12.70%
Sales and marketing agency cost 10.00% 1.08% 6.13% 3.45% -
Digital marketing cost 1.48% 1.66% 1.18% 4.20% 4.65%
Total sales and marketing costs 50.28% 31.98% 32.64% 41.16% 26.63%

Our historical spends in sales and marketing have been primarily funded from capital raised through equity infusion in
the past and may not be fully reflective of our future growth plans and new developments in relation to this object. Our
sales and marketing strategy and deployment of marketing and advertising campaigns as well as brand building
initiatives in any particular media segment or through any particular channel or platform is contingent on various internal
and external factors, such as the nature of the advertising campaign or expected viewership of our advertisements in
different geographies or user segments, our business requirements and sales and marketing plans overall. Further,
maintaining and improving upon our sales and marketing strategies involves expenditures which may not be
proportionate to the revenue generated and users acquired.

Our consumer engagement and marketing capabilities have translated into a strong usage and retention of our offerings
and services which can be observed in our revenue retention cohort. Further, as we added more offerings to our platform,
we have been able to grow our customer base of annual transacting truck operators from 482,446 in Fiscal 2022 to
963,345 in Fiscal 2024. We have also been able to increase our base of average monthly transacting truck operators to
687,994 as at June 30, 2024 from 5,56,437 as at June 30, 2023. Moreover, as truck operators utilize more of our
services, the platform gathers additional data, empowering us to refine our solutions and identify cross-selling
opportunities. This, in turn, bolsters the platform’s appeal to truck operators, fostering their loyalty and increasing their
engagement. For further details, see “Our Business – Strong network effects of platform resulting in robust customer
retention rates and higher monetization” on page 167.

Proposed utilisation of Net Proceeds

In view of the above, we intend to continue our sales and marketing spends to further reinforce and create higher
visibility of our existing offering portfolio, as well as for the offerings that we may develop and offer to our users in the
future. Our Company undertakes sales and marketing through its omnichannel approach of physical and digital
marketing initiatives. For deploying such physical marketing initiatives, our Company incurs expenditure towards
incurring on-roll and off-roll sales personnel cost and payment of service fees to channel partners and marketing
agencies. Similarly, for digital marketing initiatives, our Company incurs expenditure towards digital brand building and
presence in digital media across social media platforms and search platforms.
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 Our Company intends to expand its on-roll sales and off-roll sales and marketing team, increase its pool of outsourced
payroll contracts and channel partners and continue to engage with agencies and social media platforms to deepen its
distribution base and increase the density of its distribution in key strategic pockets across India, where its proportionate
market shares are lower, such as Gujarat, Karnataka, and Tamil Nadu. Further, our Company intends to continue to
leverage our domain expertise, data-led insights, and technology capabilities to continuously iterate and expand our suite
of products and services, ensuring that we remain at the forefront of addressing the evolving needs of the trucking
ecosystem.

The breakup of these sales and marketing expenses for which Net Proceeds are proposed to be utilised for Financial
Years 2025, 2026 and 2027 is provided below:

(in ₹ million)
Particulars Aggregate proposed Proposed Proposed Proposed
deployment from deployment from deployment from deployment from
Net Proceeds Net Proceeds in Net Proceeds in Net Proceeds in
Financial Year 2025 Financial Year 2026 Financial Year 2027
Funding towards sales and marketing 2,000.00 750.00 750.00 500.00
costs
Note:
The above workings are based on our management’s estimates and internal business requirements.

The expenses in relation to sales and marketing are disclosed as business promotion and advertisement, manpower
services, salaries and wages in the Restated Consolidated Financial Information. For details, see “Restated Consolidated
Financial Information” on page 239.

However, our deployment of sales and marketing initiatives are contingent on various factors, such as nature of digital
campaigns, expected viewership of our videos, marketing campaigns, management estimates, current circumstances of
our business, prevailing market conditions our Company’s business and marketing plans. Accordingly, we may choose
to spend more for incurring any of the on-roll sales personnel cost, off-roll sales personnel cost, sales and marketing
agency costs and digital marketing costs or less for incurring any of these costs, or vice versa, subject to the overall
deployment of ₹2,000 million from the Net Proceeds for sales and marketing purpose. Any additional expenses during or
beyond the proposed utilisation period which may be incurred by our Company towards these expenses would be funded
through other avenues including further infusion of capital, external borrowings, internal accruals of the Company, or
means other than the Net Proceeds.

2. Investment in Blackbuck Finserve Private Limited, our wholly owned NBFC subsidiary, for financing the
augmentation of its capital base to meet its future capital requirements

We also provide vehicle financing through our wholly owned NBFC subsidiary, BFPL. BFPL was incorporated as a
private limited company under the Companies Act, 2013 pursuant to a certificate of incorporation dated January 29,
2019, issued by the RoC. BFPL received its non-deposit-taking NBFC license on August 1, 2023 and commenced
lending operations in October 2023.

Vehicle financing offering enable truck operators to buy used commercial vehicles or to avail of financing on an existing
vehicle by providing financing solutions. Our Company is also engaged in the vehicle financing offering through
partnership model and own book model and generates revenue through sourcing fees or service fees. In addition, we are
entitled to certain other fees charged to the borrowers in the process of loan disbursal, either partially or in full. For
further details, please see “Our Business – Our Offerings – Revenue model” on page 181.

As of June 30, 2024, 7.31% of the vehicle financing loans we have disbursed were from our own account through BFPL.
Through this model, we generate revenues from interest income and loan processing fees. The region-wise break-up of
the customers with respect to BFPL’s loan portfolio as at June 30, 2024 is as set forth below:

Particulars For the period ended June 30, 2024

Andhra Pradesh 3.46%
Gujarat 10.26%
Karnataka 10.77%
Maharashtra 44.16%
Rajasthan 17.98%
Tamil Nadu 5.07%
Telangana 8.30%
Total 100.00%

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BFPL has been complying with the applicable RBI specified norms for NBFCs from time to time since the receipt of its
NBFC licence on August 1, 2023. A summary of the major specified norms and their compliance status are given below:

Sr. Particulars Based on the audited financial statements of BFPL

No. Minimum June 30, June 30, March 31, March 31, March 31,
Requirement as 2024 2023 2024 2023* 2022*
per RBI
1. Net owned funds (₹ in - 113.10 108.40 111.44 NA NA
millions)
2. Debt-Equity Ratio(1) Above 15% CRAR 0.38 NA 0.43 NA NA
3 Asset-Income Pattern (a) % of At least 50% 99.74% 100% 99.82% NA NA
Financial Assets to Total At least 50% 99.93% NA 96.03% NA NA
Assets and (b) % of Financial
Income to Gross Income
*
BFPL received its non-deposit-taking NBFC license on August 1, 2023 and commenced lending operations in October 2023.
(1)
Debt to equity ratio is calculated as total borrowings divided by total equity of BFPL on standalone basis.

Brief audited standalone financial summary of BFPL is as shown below:

(₹ in million)
Particulars As of and for the three months As of and for the year ended
period ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, March 31,
2023* 2022*
Share Capital(1) 100.00 100.00 100.00 100.00 50.00
Net Worth(2) 113.06 108.38 111.44 108.63 55.05
Total Income (including Other Income)(3) 7.73 - 12.35 4.87 1.89
Profit after tax(4) 1.62 (0.25) 2.81 3.58 1.36
Basic and Diluted EPS(5) 0.16 (0.03) 0.28 0.41 0.27
Net Asset Value per share(6) 11.31 10.84 11.14 10.86 11.01
Total Borrowings(7) 42.66 NA 47.12 NA NA
*
BFPL was incorporated on January 29, 2019 as a private limited company under the Companies Act, 2013. It received its non-deposit-taking
NBFC license on August 1, 2023 and commenced lending operations in October 2023.
(1) Aggregate of equity share capital and other equity as at the end of the period/year as per the standalone financial statements of the BFPL.
(2) Net worth has been defined as the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of
revaluation of assets, write-back of depreciation and amalgamation.
(3) Total Income represents the total income for the relevant period/ year as per standalone financial statements of BFPL.
(4) Profit after tax represents the total profit for the relevant period/ year as per standalone financial statements of BFPL.
(5) Net asset value per share is calculated by dividing net worth as at the end of the period/year, as restated, by weighted average number of equity
shares post adjustment of bonus shares used in calculating EPS for the period/year.
(6) Total Borrowings includes current and non-current borrowings from the standalone financial statements of BFPL.
(7) Prior to the initiation of core business operations in Financial Year 2023 and Financial Year 2024, the total income of Blackbuck Finserve
Private Limited consisted of interest income from fixed deposits of ₹4.86 million as at March 31, 2023 and ₹4.08 million as at March 31, 2024
respectively and income tax refund was ₹0.01 million for March 31, 2023 and nil for March 31, 2024 respectively.

The current disbursements (represented by AUM), capital adequacy (represented by debt equity ratio as there are no
CRAR requirements for AUM below ₹1,000 million), NPA and total income of BFPL as at June 30, 2024 is set forth in
the table below:

Particulars For the three months period ending June 30, 2024
AUM 148.73
Debt equity ratio 0.38
NPA (as a % of AUM) -
Total income 7.73
Notes:
(1) AUM-Assets under management. It includes assets under management under our own book model of BFPL on standalone basis.
(2) Debt to equity ratio is calculated as total borrowings divided by total equity of BFPL on standalone basis.
(3) NPA represents overdue for a period of 3 months or more.
(4) Total Income represents the total income for the relevant period/ year as per the standalone financial statements of BFPL.

The interest income of BFPL was ₹6.93 million for the financial year ended March 31, 2024 and ₹6.70 million for the
three months period ended June 30, 2024. Over 0.68% of total consolidated revenue from operations of our Company is
generated at BFPL. Our assets under management (under our own book (Gross Value)) was ₹148.73 million as of June
30, 2024. For details, see “Our Business” on page 163.

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 Our Company intends to augment the capital base of BFPL to support the future growth in the NBFC business and
accordingly, our Company intends to utilise a part of the Net Proceeds amounting to ₹1,400.00 million to make a further
investment in BFPL. This investment shall be carried out in either in the form of debt or equity, which will be
determined by our Company at the time of making such investment and has not been finalized as on the date of this Red
Herring Prospectus. The Net Proceeds invested into the NBFC subsidiary will be utilized by BFPL for financing the
augmentation of its capital base to meet its future capital requirements and will not be utilized for further deploying the
funds in acquiring any other entity or for repayment of its existing loans or entering into transactions with related parties.

Our Company will remain interested in BFPL to the extent of our shareholding, and also as a lender if funds are
deployed in the form of debt.

3. Funding of expenditure in relation to product development

As a digital platform for truck operators, we are on a mission to digitally empower India’s truck operators, helping them
manage their business and grow their income. We leverage technology to provide and cater to the unique needs of truck
operators in India. We are India’s largest digital platform for truck operators (in terms of number of customers), with
0.96 million truck operators (comprising 27.52% of India’s truck operators) in the country transacting on our platform in
Fiscal 2024 (Source: RedSeer Report). Using our platform, our customers (truck operators) digitally manage payments
for tolling and fueling, monitor drivers and fleets using telematics, find loads on our marketplace and get access to
financing for the purchase of used vehicles.

Our customer base of 9,63,345 truck operators as of March 31, 2024 provides our Company with an opportunity to offer
new products to existing customers and develop newer offerings by leveraging data and insight into the day-to-day
operations of truck operators. With the scale of real-time data collection continuing to increase and our aim to introduce
new products and offerings which will create value for customers, we intend to continue to invest in our product
development capabilities. For instance, in the last three financial years, we launched our brokerage businesses, loads
marketplace, vehicle financing, and telematics.

Our platform architecture follows the principles of a service-oriented architecture, comprising small, maintainable and
scalable building blocks to provide users with a high uptime, and a light and fast application. This approach allows us to
support multiple business models, execute new initiatives and achieve operational efficiency gains across our offerings.

Our monthly transacting customers are active on the BlackBuck App for more than 16.18 days in a month and on an
average spend 39.56 minutes daily. Our Company had 597,638 monthly transacting truck operators on Blackbuck App in
Fiscal 2024 as compared to 458,025 users in Fiscal 2023 and 261,304 users in Fiscal 2022. Further, our Company had
687,994 average monthly transacting truck operators on Blackbuck App for the three months period ended June 30, 2024
as compared to 5,56,437 users for the three months period ended June 30, 2024.

In this context our Company is in constant lookout for skilled personnel and ensures retention thereof. Accordingly, due
to the competition for skilled technology and data personnel in the Indian market, and specifically in the industry in
which our Company operates, hiring and retaining appropriate personnel requires significant infusion of funds and
resources by our Company.

Our endeavour is to continuously innovate for our customer base and build new service offerings. For instance, in the
last three financial years, we launched our brokerage businesses, loads marketplace, vehicle financing, and telematics.
This needs us to invest in teams which work on new business initiatives and new product development. We have
dedicated “Category Teams” on new business initiatives which focuses on innovations through primary and secondary
research and continuous iteration of offerings that have helped truck operators to operate their business effectively and
efficiently. We have technology teams with specific qualifications inter alia in engineering, technology and coding
which translate these innovations into technology products on our digital platform which can be then distributed through
our omnichannel distribution teams. We intend to increase the members in our product development team and Category
Team.

Our Company offers a set of tailored product offerings aimed to simplify operations and improve efficiency for our truck
operators, and in order to be able to maintain such an experience at increasing scale of operations and continuously
improve the customer experience on our platform. Our Company from time to time keep updating the BlackBuck App
and its backend support. This needs investments into technology and innovation based on customer experience and
feedback. Determining the technological feasibility and estimating future economic benefits from expenditure on product
development is uncertain and accordingly they are expensed to profit and loss account and not capitalised.

Our historical expenditure at a standalone level pertaining to costs incurred for employees working in the product
development teams, and Category Teams in the three months period ended June 20, 2024 and June 30, 2023 and Fiscal

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2024, 2023 and 2022 were primarily funded from capital raised through equity infusion in the past and can be
categorised as follows:

(in ₹ million, except % data)

Particulars As of and for the As of and for the Fiscal 2024 Fiscal 2023 Fiscal 2022
three months three months
period ended period ended
June 30, 2024 June 30, 2023
Costs to Company for employees
- Costs to Company for employees 72.77 96.35 302.73 424.90 388.31
working in the product and
technology teams(1)
- Cost to Company for employees 18.92 21.34 58.23 89.79 102.40
working in the product and Category
Teams(2)
Total expenses 91.69 117.69 360.96 514.69 490.71
Total expenses/ revenue from operations 9.95 19.79 12.16 29.30 41.12
(%)
(1)
The categories of employees in the product and technology teams and a description of the role performed by them is set forth below:

Category of employee Description of the role performed

Software development The software development team is engaged in taking requirements and translating them to
functional codes
Technology support The technology support team is engaged in assisting users with problems in using existing software
or hardware
Quality assurance The quality assurance team is engaged in testing software to identify and fix bugs before it reaches
users
Product The product team is engaged in overseeing the entire product lifecycle, from conception to launch
and beyond
Data analytics The data analytics team is engaged in using data to understand user behaviour, identifying trends
and improving the products through data-backed insights
(2)
The categories of employees in the Category Teams and a description of the role performed by them is set forth below:

Category of employee Description of the role performed

Category Leadership The Category Leadership team is engaged in designing new products and offerings for the truck
operators across Payments, Telematics, Loads and Vehicle financing
Senior / Associate / Category The Program Manager is engaged in conducting primary and secondary research on challenges
Program Manager faced by customers in the market. Also responsible for assisting in the design of new offerings and
building and maintaining partnerships with key enterprise partners whom we engage to provide
solutions to our customers.

The details of our employees working in the product and technology teams and in the Category Teams in the last three
financial years are as follows in:

Particulars As at June 30, As at June 30, As at March As at March As at March 31,

2024 2023 31, 2024 31, 2023 2022
Employees working in the product and 90 109 91 130 109
technology teams
Employees working in the product and 20 19 14 27 32
Category Teams
Note:
Our employee cost towards product and technology teams and Category Teams has reduced over the years on account of optimisation of our resources
in line with our Company’s strategies.

In Fiscal 2024, our Company has paid approximately ₹2.18 million per year as an average salary to employees in the
product and technology teams and approximately ₹2.53 million per year as an average salary to employees engaged in
the Category Teams.

We intend to utilise ₹750.00 million from the Net Proceeds towards funding of expenditure in relation to product
development by way of maintaining and expanding our workforce and personnel engaged in development of products
and technology, and new business initiatives and fund the balance amount from internal accruals.

Pursuant to this Object, we aim to achieve following:

a) Development of new offerings through business innovations and product development:

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 • In the vehicle financing offering, our Company intends to innovate through technology-enabled loan
origination system, fraud detection and prevention systems and sales enablement products.

• In newer telematics offerings of fuel sensors, our Company intends to invest in further product
development to enable affordability and accuracy to scale ahead.

• One of our initiatives is also to build a freight brokerage business which is an extension of our listing
marketplace for long haul freight that would require hiring of dedicated personnel in, and investments
in our Category Teams and technology teams.

b) Develop all-encompassing and self-sufficient innovative offerings: Our Company intends to leverage our
machine learning and big data capabilities to develop innovative offerings that address all aspects of a truck
operators lifecycle. For further details, see “Our Business – Technology” on page 186.

c) Upgrade technological infrastructure to manage increasing scale and enhancing customer experience: Our
Company intends to managing increase in scale of the business for the upcoming years enhance customer
experience.

Proposed utilisation of Net Proceeds

Accordingly, in order to achieve the above, we intend to utilize ₹750.00 million of the Net Proceeds in the manner set
out below:

(₹ in million)
Particulars Estimated Proposed Proposed Proposed
amount proposed deployment from deployment from deployment from
to be financed Net Proceeds in Net Proceeds in Net Proceeds in
from Net Financial Year 2025 Financial Year 2026 Financial Year 2027
Proceeds
Funding of expenditure in relation to 750.00 250.00 250.00 250.00
product development

Any additional expenses during or beyond the proposed utilisation period which may be incurred by our Company
towards these expenses would be funded through other avenues including further infusion of capital, external
borrowings, internal accruals of the Company, or means other than the Net Proceeds.

4. General corporate purposes

Our Company proposes to deploy the balance Net Proceeds aggregating to ₹[●] million towards general corporate
purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with Regulation 7(2) of the
SEBI ICDR Regulations. The general corporate purposes for which our Company proposes to utilise Net Proceeds
include strategic initiatives, funding growth opportunities, meeting exigencies, meeting general corporate expenses
incurred by our Company, as may be applicable and such other factors as decided by our Board. The general corporate
purposes for which our Company proposes to utilise Net Proceeds will not include Objects, as included in this Red
Herring Prospectus.

In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered expedient and as
approved periodically by our Board, subject to compliance with necessary provisions of the Companies Act. The quantum of
utilization of funds towards each of the above purposes will be determined by our Board, based on the amount actually available
under this head and the business requirements of our Company, from time to time. Our Company’s management shall have
flexibility in utilising surplus amounts, if any.

Means of Finance

The fund requirements set out in the aforesaid Objects are proposed to be met entirely from the Net Proceeds. Accordingly, our
Company confirms that there is no requirement to make firm arrangements of finance through verifiable means towards at least
75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue and existing identifiable accruals as
required under the SEBI ICDR Regulations. In case of a shortfall in the Net Proceeds or any increase in the actual utilization of
funds earmarked for the Objects, our Company may explore a range of options, including utilizing our internal accruals.

Interim use of Net Proceeds

We, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the Net Proceeds.
Pending utilisation of the Net Proceeds for the purposes described above, our Company will temporarily invest the Net Proceeds
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in deposits only in one or more scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act,
1934, as amended, as may be approved by our Board or a duly constituted committee thereof.

In accordance with the Companies Act, 2013, we confirm that we shall not use the Net Proceeds for buying, trading or otherwise
dealing in shares of any other listed company or for any investment in the equity markets.

No lien(s) shall be created on the funds laying in escrow accounts pending utilization of the proceeds of the Offer.

Offer related expenses

The total Offer related expenses are estimated to be approximately ₹[] million.

Other than for (i) listing fees, audit fees of the statutory auditors (other than to the extent attributable to the Offer), corporate
advertisements expenses in the ordinary course of business by the Company (not in connection with the Offer), and stamp duty
payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company, and (ii) stamp duty as
payable on transfer of the Offered Shares pursuant to the Offer for Sale (to the extent applicable) and fees and expenses for the
legal counsel to each of the Selling Shareholders which shall be borne solely by the respective Selling Shareholders, the Company
and each of the Selling Shareholders agree to share, on a pro rata basis, the costs and expenses (including all applicable taxes)
directly attributable to the Offer (including fees and expenses of the Book Running Lead Managers, legal counsel appointed by
the Company for the Offer and other intermediaries, advertising and marketing expenses, printing, offer advertising, research
expense, road show expenses, underwriting commission, procurement commission (if any), brokerage and selling commission
and payment of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued
and Allotted by the Company through the Fresh Issue and transferred and sold by each of the Selling Shareholders through the
Offer for Sale, respectively, in accordance with Applicable Law. The Company agrees to pay the cost and expenses of the Offer
on behalf of the Selling Shareholders in the first instance (in accordance with the appointment or engagement letter or memoranda
of understanding or agreements with such entities) and each of the Selling Shareholders agrees that it shall reimburse the
Company, in proportion to its respective portion of the Offered Shares sold in the Offer for any documented expenses incurred by
the Company on behalf of such Selling Shareholder, subject to receipt of supporting documents for such expenses upon
commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer in accordance with
Applicable Law, except for such costs and expenses, in relation to the Offer which are paid for directly by the Selling
Shareholders. Further, in the event that the Offer is withdrawn or the Company decides not to proceed with the Offer for any
reasons, all expenses directly attributable to the Offer other than (i) listing fees, audit fees of the statutory auditors (other than to
the extent attributable to the Offer), corporate advertisements expenses in the ordinary course of business by the Company (not in
connection with the Offer) and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely
by the Company, and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale (to the extent
applicable) and fees and expenses for the legal counsel to each of the Selling Shareholders which shall be borne solely by the
respective Selling Shareholders, which may have accrued in accordance with their respective engagement letters/ Offer
Agreement up to the date of such withdrawal or decision, shall be borne, by the Company and each of the Selling Shareholders in
proportion to the number of Equity Shares proposed to be issued and Allotted by the Company through the Fresh Issue and the
respective portion of the Offered Shares proposed to be transferred by each of the Selling Shareholders through the Offer for Sale
and as set out in the DRHP or RHP, as applicable subject to such expenses being documented and the receipt of supporting
documents for such expenses.

The break-up for the estimated Offer expenses are as follows:

Activity Estimated As a % of total As a % of Offer

expenses(1) (₹ in estimated Offer related size(1)
million) expenses(1)
BRLM's fees (including brokerage and selling commission) [] [] []
Commission/processing fee for SCSBs, Sponsor Banks and [●] [●] [●]
Bankers to the Offer. Brokerage and selling commission and
bidding charges for Members of the Syndicate, Registered
Brokers, RTAs and CDPs.(1)(2)(3)
Fees payable to Registrar to the Offer [] [] []
Fees payable to the other parties to the Offer^ [] [] []
Others [] [] []
• Listing fees, SEBI filing fees, upload fees, BSE and NSE [] [] []
processing fees, book building software fees and other
regulatory expenses
• Printing and stationery [] [] []
• Advertising and marketing expenses [] [] []
• Miscellaneous [] [] []
Total estimated Offer expenses [] [] []

129
 ^ Other parties to the Offer include Statutory Auditors, Industry agencies, namely, Redseer, etc. for the services rendered by them for the Offer
Offer expenses include applicable taxes, where applicable. Offer expenses will be finalised on determination of Offer Price and incorporated at
the time of filing of the Prospectus. Offer expenses are estimates and are subject to change.
(1) Selling commission payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employee Bidders which are directly
procured and uploaded by the SCSBs, would be as follows:
Portion for RIBs* 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.20% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE.
No processing fees shall be payable by our Company and any of the Selling Shareholders to the SCSBs on the applications directly procured by
them.
(2) Processing fees payable to the SCSBs on the portion for RIIs, NIIs and Eligible Employees (excluding UPI Bids) which are procured by the
members of the Syndicate/sub-Syndicate/Registered Broker/CRTAs/ CDPs and submitted to SCSB for blocking, would be as follows:

Portion for RIIs, NIIs and Eligible Employees Rs.10 per valid application (plus applicable taxes)
Portion for Non-Institutional Investors and Qualified Institutional Rs.10 per valid application (plus applicable taxes)
Bidders with bids above Rs. 0.5 million

Notwithstanding anything contained in (2) above the total processing fees payable under this clause will not exceed ₹1 million (plus applicable
taxes) and in case if the total processing fees exceeds ₹1 million (plus applicable taxes) then uploading charges/ processing fees will be paid on
pro-rata basis.

(3) Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism), and Non-Institutional
Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism), Eligible Employee Bidders
and Non-Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for
using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate
(including their sub-Syndicate Members) would be as follows:
Portion for RIBs 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders 0.20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.20% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

The Selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form number /
series, provided that the application is also bid by the respective Syndicate / sub-Syndicate Member. For clarification, if a Syndicate ASBA
application on the application form number / series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be
payable to the SCSB and not the Syndicate / sub-Syndicate Member.
In addition to the selling commission referred above, any additional amount(s) to be paid by our Company and Selling Shareholders shall be as
mutually agreed in writing amongst the Book Running Lead Managers, their respective Syndicate Members, our Company and Selling
Shareholders before the opening of the Offer.
Uploading Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made by
RIBs and Eligible Employee Bidders using 3-in-1 accounts/Syndicate ASBA mechanism and Non-Institutional Bidders which are procured by
them and submitted to SCSB for blocking or using 3-in-1 accounts/Syndicate ASBA mechanism, would be as follows: ₹10 plus applicable taxes,
per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding
terminal id as captured in the Bid Book of BSE or NSE.
Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs, Eligible Employee Bidders and Non
Institutional Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:

Portion for RIBs* ₹ 10 per valid application (plus applicable taxes)

Portion for Non-Institutional Bidders* ₹ 10 per valid application (plus applicable taxes)
Portion for Eligible Employees* ₹10 per valid application (plus applicable taxes)
Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs / ₹10 per valid application (plus applicable taxes)
Registered Brokers
Kotak Mahindra Bank Limited ₹ Nil for applications made by UPI Bidders using the UPI mechanism*.
The Sponsor Banks shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of its duties under the SEBI circulars, the
Syndicate Agreement and other applicable laws.
Axis Bank Limited ₹ Nil for applications made by UPI Bidders using the UPI mechanism*.
The Sponsor Banks shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of its duties under the SEBI circulars, the
Syndicate Agreement and other applicable laws.
* Based on valid applications
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow
and Sponsor Bank Agreement.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after
such banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read
with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

Monitoring Agency

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In terms of Regulation 41 of the SEBI ICDR Regulations, our Company has appointed ICRA Limited as the Monitoring Agency
for monitoring the utilisation of the Gross Proceeds. Our Audit Committee and the Monitoring Agency will monitor the utilisation
of the Gross Proceeds and submit the report required under the SEBI ICDR Regulations.

Our Company will disclose, and continue to disclose, the utilisation of the Gross Proceeds, including interim use, under a separate
head in our balance sheet for such financial years as required under applicable law, specifying the purposes for which the Gross
Proceeds have been utilised, till the time any part of the Fresh Issue proceeds remains unutilised. Our Company will also, in its
balance sheet for the applicable financial years, provide details, if any, in relation to all such Gross Proceeds that have not been
utilised, if any. Further, our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various heads,
as applicable, in the notes to our quarterly consolidated results.

Pursuant to Regulation 18(3) and Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis,
disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit Committee will make
recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of
funds utilised for purposes other than those stated in this Red Herring Prospectus and place it before the Audit Committee and
make other disclosures as may be required until such time as the Gross Proceeds remain unutilised. Such disclosure shall be made
only until such time that all the Gross Proceeds have been utilised in full. The statement shall be certified by the statutory auditor
of our Company. Furthermore, in accordance with the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges, on a quarterly basis, a statement indicating (a) deviations, if any, in the actual utilisation of the proceeds of the Fresh
Issue from the Objects; and (b) details of category wise variations in the actual utilisation of the proceeds of the Fresh Issue from
the Objects. This information will also be published in newspapers, one in English, one in Hindi, and one regional language of the
jurisdiction where our Registered Office is located, simultaneously with the interim or annual financial results and explanation for
such variation (if any) will be included in our Director’s report, after placing the same before the Audit Committee.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the objects of
the Offer without our Company being authorised to do so by the Shareholders by way of a special resolution through postal ballot.
In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (“Postal Ballot Notice”)
shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall
simultaneously be published in the newspapers, one in an English national daily newspaper, one in a Hindi national daily
newspaper and one in a Kannada daily newspaper (Kannada being the regional language of Karnataka, where our Registered
Office is located), in accordance with the Companies Act and applicable rules. The Shareholders who do not agree to the proposal
to vary the objects shall be given an exit offer, at such price, and in such manner, in accordance with our Articles of Association,
the Companies Act, and the SEBI ICDR Regulations.

Bridge Financing Facilities

We have not raised any bridge loans from any bank or financial institution as on the date of this Red Herring Prospectus, which
are proposed to be repaid from the Net Proceeds.

Appraising Agency

None of the Objects of the Offer for which the Net Proceeds will be utilized have been appraised by any bank or financial
institution or other independent agency.

Other Confirmations

Except to the extent of the proceeds received by the Promoter Selling Shareholders pursuant to the Offer for Sale, none of our
Promoters, the members of the Promoter Group, Directors, Key Managerial Personnel, Senior Management Personnel or Group
Companies will receive any portion of the Offer Proceeds. There is no existing or anticipated interest of such individuals and
entities in the objects of the Fresh Issue.

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 BASIS FOR OFFER PRICE

The Price Band will be determined by our Company in consultation with the BRLMs, and the Offer Price will be determined by
our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares offered
through the Book Building Process and on the basis of quantitative and qualitative factors as described below. The face value of
the Equity Shares is ₹1 each and the Offer Price is [●] times the Floor Price and [●] times the Cap Price, and Floor Price is [●]
times the face value and the Cap Price is [●] times the face value. Bidders should also see “Risk Factors”, “Summary of Restated
Consolidated Financial Information”, “Our Business”, “Restated Consolidated Financial Information”, and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 34, 70, 163, 239 and 354, respectively, to
have an informed view before making an investment decision.

Qualitative Factors

Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are as follows:

• We are India’s largest digital platform for truck operators (in terms of number of users) as of March 31, 2024, according
to the Redseer Report, and we facilitated over 413.34 million transactions for 963,345 annual transacting truck operators
in Fiscal 2024. We served 27.52% truck operators in India and facilitated 32.92% of the commercial vehicles tolling
payments in Fiscal 2024 (Source: Redseer Report). Our services are available across 628 districts, constituting 80% of
India’s districts as of March 31, 2024 (Source: Redseer Report);

• We have strong network effects of platform built over nine years of operations resulting in robust customer retention
rates and higher monetization. We have been able to build a nationwide truck operator base through targeted digital and
telemarketing campaigns and effective nationwide on-ground teams. Further, we have achieved strong retention rates
among our customers, driven by our offerings which aim to address key challenges faced by our customers and our
ability to continually innovate and offer new products to streamline our customers’ operations;

• We have a repeatable playbook of creating and launching new offerings. We focus on addressing challenges faced by
truck operators in India by creating innovative solutions. We aim to create new offerings that fill market gaps and meet
customer needs. Using an agile product development approach, we utilize feedback from our customers, to develop
products which address their pain points in operations;

• We have an omnichannel distribution network with robust sales and service strategy driving customer adoption. Our
distribution strategy, covering both sales and servicing, is a mix of digital and physical Touchpoints to cater to the
specific requirements of this set of users. We use a mix of digital marketing and targeted notifications through the
BlackBuck App and our 9,395 Touchpoints (as of March 31, 2024) on the ground, to acquire new customers, as well as
cross-sell/upsell our products to existing customers;

• We have a scalable and reliable in-house technology integrating with multiple stakeholders. Being a solution provider,
focused exclusively on truck operators, we have developed most of our technology stack and solutions in-house aimed at
providing reliable, accurate and real-time solutions to several key challenges faced by truck operators in India through
our platform. We have a dedicated in-house product, engineering and data science team which develops technology
layers enabling our comprehensive suite of solutions to address these challenges and they are assisted by inputs from our
customers to ensure continuous feedback-driven new product development;

• We have high growth business with operating leverage and strong unit economics. Our asset-light business model is
based on offering services to truck operators, and generates revenue through platform fees, subscription fees and
commissions. We neither take any inventory risk nor own trucks on our balance sheet, and mainly distribute loans
through our Financial Partners;

• We are a Promoter-led management team and have an experienced board. Our management team comprises our
Promoters, Rajesh Kumar Naidu Yabaji, Chanakya Hridaya and Ramasubramanian Balasubramaniam, who have played
an active leadership role in shaping our growth and cumulatively have 52 years of work experience. Our Promoters are
supported by an experienced management team (comprising SMPs and KMPs) of professionals who have strong
functional expertise in their respective domains with average work experience of over 15 years;

For details, see “Our Business – Our Competitive Strengths” on page 167.

Quantitative Factors

Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial
Information. For details, see “Restated Consolidated Financial Information” and “Other Financial Information” on pages 239 and
350, respectively.
132
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

A. Restated Basic and Diluted Earnings/(Loss) Per Equity Share (“EPS”) (face value of each Equity Share is ₹1):

For continuing operations:

Financial Year/Period Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
June 30, 2024* 1.76 1.74 -
June 30, 2023* (1.82) (1.82) -
March 31, 2024 (9.06) (9.06) 3
March 31, 2023 (12.93) (12.93) 2
March 31, 2022 (12.96) (13.49) 1
Weighted Average (11.00) (11.09) -
* Not annualised

For discontinued operation:

Financial Year/Period Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
June 30, 2024* (0.20) (0.20) -
June 30, 2023* (0.14) (0.14) -
March 31, 2024 (1.46) (1.46) 3
March 31, 2023 (2.93) (2.93) 2
March 31, 2022 (3.05) (3.02) 1
Weighted Average (2.22) (2.21) -
* Not annualised
Note: A discontinued operation is a component of an entity that either has been disposed off or is classified as held for sale and that represents a
separate line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of
operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the
Restated Consolidated Statement of Profit and Loss.

For continuing and discontinued operations:

Financial Year/Period Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
June 30, 2024* 1.56 1.54 -
June 30, 2023* (1.96) (1.96) -
March 31, 2024 (10.52) (10.52) 3
March 31, 2023 (15.86) (15.86) 2
March 31, 2022 (16.01) (16.51) 1
Weighted Average (13.22) (13.30) -
* Not annualised
Notes:
1. EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share”. The face value of equity shares of the
Company is ₹ 1.
2. Restated basic earnings /(loss) per share is calculated as restated earnings/(loss) attributable to the equity shareholders divided by weighted
average number of equity shares post adjustment of bonus shares issued.
3. Restated diluted earnings /(loss) per share is calculated as restated earnings/(loss) attributable to the equity shareholders divided by weighted
average number of equity shares post adjustment of bonus shares issued and potential equity shares.
4. Weighted Average: Aggregate of year wise weighted EPS divided by aggregate of weights i.e., (EPS * weights) for each year divided by the total
of weights.
5. The above calculation of profit/(loss) per share also includes the impact of Bonus issue on June 7, 2024.
6. A discontinued operation is a component of an entity that either has been disposed off or is classified as held for sale and that represents a
separate line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of
operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the
Restated Consolidated Statement of Profit and Loss.

B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹[●] to ₹[●] per Equity Share:

Particulars P/E at the Floor Price (number P/E at the Cap Price (number
of times) of times)
Based on restated basic EPS for financial year ended March 31, [●]* [●]*
2024
Based on restated diluted EPS for financial year ended March [●]* [●]*
31, 2024
* To be computed after finalization of price band.

C. Industry Peer Group P/E ratio

Particulars P/E Ratio

Highest 804.77
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 Particulars P/E Ratio
Lowest 20.20
Industry Composite 305.96
Notes:
1. The industry high and low has been considered from the industry peer set. The industry composite has been calculated as the arithmetic average
P/E of the industry peer set disclosed in this section.
2. The industry P / E ratio mentioned above is as on June 28, 2024.

D. Return on Net Worth

Financial Year/Period Ended RoE (%) Weight

June 30, 2024* 9.39 % -
June 30, 2023* (9.99) % -
March 31, 2024 (53.64) % 3
March 31, 2023 (67.16) % 2
March 31, 2022 (39.37) % 1
Weighted Average (55.77) % -
* Not annualised
Notes:
1. RoE or Return on Net Worth (in %) is calculated as restated profit/loss from the continuing operations for the year/period divided by the Net
Worth at the end of the respective year/period.
2. Weighted Average: Aggregate of year wise weighted Return on Net Worth divided by aggregate of weights i.e., (RoE * weights) for each
year/period divided by the total of weights.
3. Net Worth means aggregate of equity share capital and other equity as at the end of the period/year as per the Restated Consolidated Financial
Information.

E. Net Asset Value (“NAV”) per Equity Share

Particulars Amount (₹)

As on June 30, 2024^ 18.70
As on March 31, 2024 16.89
After the completion of the Offer
- At the Floor Price [●]*
- At the Cap Price [●]*
Offer Price [●]*
* To be computed after finalization of price band.
^ Not annualised
Notes:
1. Net asset value per share is calculated by dividing net worth as at the end of the period/year, as restated, by weighted average number of equity
shares post adjustment of bonus shares used in calculating EPS for the period/year
2. Net Worth means aggregate of equity share capital and other equity as at the end of the period/year as per the Restated Consolidated Financial
Information
3. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year/period, adjusted by the number
of equity shares issued during the year/period multiplied by the time-weighting factor.
4. For reconciliation of Non-GAAP measures, please see “Other Financial Information – Reconciliation of Non-GAAP Measures” on page 351.

F. Key Performance Indicators (“KPIs”)

The table below sets forth the details of our KPIs that our Company considers to have a bearing for arriving at the basis
for Offer Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated
November 7, 2024 and the Audit Committee has confirmed that the KPIs pertaining to our Company that have been
disclosed to earlier investors at any point of time during the three years period prior to the date of filing of this Red
Herring Prospectus have been disclosed in this section and have been subject to verification and certification by Manian
& Rao, Chartered Accountants pursuant to certificate dated November 7, 2024.

Key metrics Units As of and for the three Fiscal

months period ended
June 30, June 30, 2024 2023 2022
2024 2023
Key Operating Metrics
Annual transacting truck operator1 units NA NA 963,345 761,871 482,446
Year-on-year growth of average annual - - 26.44% 57.92% -
%
transacting truck operators11
Average Monthly transacting truck operator2 units 687,994 556,437 597,638 458,025 261,304
Period-on period or Year-on-year growth of 23.64% -
% 30.48% 75.28% -
average monthly transacting truck operator 11
Average Monthly to annual truck operator NA NA
% 62.04% 60.12% 54.16%
ratio

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 Key metrics Units As of and for the three Fiscal
months period ended
June 30, June 30, 2024 2023 2022
2024 2023
Monthly transacting users using at least two 3,10,989 2,25,209
Units 259,011 152,151 54,417
services3
Period-on period or Year-on-year growth11 % 38.09% - 70.23% 179.60% -
Gross transaction value of payments for 53,562.01 38,970.71
₹ in million 173,961.93 121,945.86 80,031.82
Period/ Fiscal Year4
Period-on period or Year-on-year growth11 % 37.44% - 42.66% 52.37% -
Total number of payments transactions for units in 128.31 94.93
413.34 298.61 190.72
Period/ Fiscal Year5 million
Period-on period or Year-on-year growth11 % 35.17% - 38.42% 56.57% -
Restated revenue from continuing operations6 ₹ in million 921.66 594.67 2,969.22 1,756.80 1,193.26
Period-on period or Year-on-year growth11 % 54.99% - 69.01% 47.23% -
Contribution margin7 ₹ in million 917.06 586.15 2,883.48 1,769.19 1,322.33
Period-on period or Year-on-year growth11 % 56.46% - 62.98% 33.79% -
Operating Leverage8 in % 72.73% - 150.59% (75.94)% -
Contribution Margin(%)9 in % 93.27% 91.07% 91.10% 90.68% 92.16%
Adjusted EBITDA10 ₹ in million 182.55 (58.13) 133.35 (1544.65) (1,205.33)
1. Annual transacting truck operator is defined as unique truck operators that made at least one transactional activity on the Company’s platform
during the financial year. Each truck operator is uniquely identified by mobile number to ensure accurate counting and prevent double-counting
of operators. Successful utilization of a service or product is defined based on the Transaction Criteria.
2. Average Monthly transacting truck operator is defined as unique truck operators that have transacted at least once in a month, and such monthly
transacting truck operators’ average has been considered for the fiscal/period. Each unique truck operator is identified by the mobile number
which the BlackBuck App is linked to, to ensure accurate counting and prevent double-counting of operators. Successful utilization of a service
or product is defined based on the Transaction Criteria.
3. Monthly users of at least two services is defined as unique truck operators transacting in a given period, and who have successfully utilized at
least two distinct services or product offerings on the company’s platform. A user is considered “on boarded” onto the company’s platform if the
Onboarding Criteria are met while successful utilization of a service or product is defined based on the Transaction Criteria.
4. GTV payments is defined as the rupee value of total transactions made in our payments business. A transaction comprises all successful swipes
by GTV Payments is defined as the rupee value of total transactions made in our payments business. A transaction comprises all successful
swipes by customers of our FASTags in the tolling business and all recharges by our customers in the fueling business. Our customers recharge
for tolling and fueling through our BlackBuck App into the payment instrument of the FASTag and fuel partners. Significant portion of this
amount is deposited into our account and onward remitted to our partners account. GTV payments do not represent the revenue of our Company.
Our commission income in any period/year is only an agreed percentage of the total GTV payments in that period/year. Our methodology of
disclosing the GTV may not be comparable to the methodology used by other platform companies. For further details on our commission income,
see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” on page 359.
5. Total number of payments transaction is defined as the total number of transactions made in Company’s payments offering. A transaction
comprises all successful swipes by customers of our FASTags in the tolling business and all recharges by Company’s customers in the fueling
business.
6. Extracted the revenue from continuing operations from the restated consolidated financial information for the period of three months period
ended June 30, 2024 & June 30, 2023 and Fiscal 2024, 2023 and 2022
7. Contribution margin is defined as restated total income from continuing operations excluding less other gains/ losses (net), minus the direct costs
associated with delivering service activities.
8. Operating Leverage: Operating leverage is defined as change in Adjusted EBITDA divided by Change in Contribution Margin.
9. Contribution Margin % is defined as the percentage of contribution margin over total income excluding other gains and losses (net) from
continuing operations
10. Adjusted EBITDA is defined as restated profit/(loss) before tax from continuing operations and adjusted for (a) finance costs (b) depreciation and
amortization expense (c) employee share-based payment expenses (d) other gains/ losses (net) and (e) exceptional items.
11. Period-on period or Year on Year growth is calculated as (Relevant Period/Year Amount/ number minus Previous Period/Year Amount/ number)
divided by Previous Period/Year Amount/ number.

For details of our other operating metrics disclosed elsewhere in this Red Herring Prospectus, see “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 163 and 354,
respectively.

G. Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational and/or
financial performance of our Company

In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review
and assess our financial and operating performance. The presentation of these KPIs are not intended to be considered in
isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs to evaluate our
financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in
accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar
information used by other companies and hence their comparability may be limited. Therefore, these metrics should not
be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our
operating performance, liquidity, profitability or results of operation. Although these KPIs are not a measure of
performance calculated in accordance with applicable accounting standards, our Company’s management believes that it

135
provides an additional tool for Bidders to use in evaluating our ongoing operating results and trends and in comparing
our financial results with other companies in our industry because it provides consistency and comparability with past
financial performance, when taken collectively with financial measures prepared in accordance with Ind AS.

Bidders are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational
metric to evaluate our business. See “Risk Factors – Significant differences exist between Ind AS and other accounting
principles, such as Indian GAAP, U.S. GAAP and IFRS, which investors may be more familiar with and may consider
material to their assessment of our financial condition.” on page 64.

Key metrics Significance of the KPIs

Annual transacting truck operator This is a metric to track active user base driving the transactions and also reflects
platform engagement calculated annually. It is an indicator of revenue growth
potential across product lines.

Monthly transacting truck operator This is a metric to track active user base driving the transactions and also reflects
platform engagement calculated on monthly average basis. It is an indicator of
revenue growth potential across product lines.

Monthly to annual truck operator ratio This is a metric to track Monthly transacting truck operator as a percentage of
Annual transacting truck operator which reflects the frequency of user
engagement

Monthly transacting users using at least two This is a metric to track Cross-selling of multiple services which is essential to
services measure depth of engagement of a user, It indicates user stickiness.

Gross transaction value of payments for Fiscal This metric is a measure of the scale in terms of value of payment transactions
Year facilitated, which directly impacts revenue potential for the payments business
vertical.

Total number of payments transactions for Fiscal This metric is a measure of the scale in terms of number of payment transactions
Year facilitated, which directly impacts revenue potential for the payments business
vertical.

Total revenue from operations This is a metric to track the revenue profile of the business and in turn helps
assess the overall financial performance of our Company and size of our
business.

Contribution margin This is a metric to track profitability of our product. It shows availability of
revenue after deducting variable costs.

Contribution margin% This is a metric to track profitability of our product. It shows profitability of the
business after accounting for direct expenses in the business and excludes
company level sales and marketing expense, general and administrative expenses
and other corporate expenses.

EBITDA This metric helps the management to identify underlying trends in our business
and facilitates evaluation of year-on-year operating performance of the Company
by eliminating items that are variable / non-operational in nature and not
considered by us in the evaluation of ongoing operating performance and
allowing comparison of our recurring core business operating results over
multiple periods.

Adjusted EBITDA This is a metric to identify trends in our business and facilitates evaluation of
operating performance of the Company by eliminating items that are variable /
non-operational in nature and not considered by us in the evaluation of ongoing
operating performance.

Note:
1. EBITDA is calculated as restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation
expenses less exceptional item.
2. Adjusted EBITDA is defined as restated profit/(loss) before tax from continuing operations and adjusted for (a) finance costs (b) depreciation and
amortization expense (c) employee share-based payment expenses (d) other gains/ losses (net) and (e) exceptional items.
3. Contribution margin is defined as Total Income excluding other gains/ losses (net) from continuing operations, minus the direct costs associated
with delivering service activities.
4. Contribution margin % is the percentage of Contribution Margin over Total Income excluding other gains/ losses (net) from continuing
operations.

136
H. Comparison with listed industry peers

Our Company provides a platform for payments, telematics, loads marketplace and vehicle financing services. These
solutions digitally empower truck operators and help them operate their business effectively and efficiently. There are no
like to like listed companies in India or abroad that engage in a business similar to that of our Company. However, for
the purposes of this Red Herring Prospectus, the following companies (Indian and foreign) have been considered as peers
of our Company, considering similarities with certain offerings of our business.

Name of the Company Face Value Price to EPS (Basic) EPS (Diluted) Return on Net NAV per
Earning (₹) (₹) Worth (%) share (₹)
Zinka Logistics Solutions 1 [●]* (10.52) (10.52) (53.64) 16.89
Limited(1)
C.E. Info Systems Ltd 2 92.90 24.78 24.58 0.20 12.09
International Listed Peers
FLEETCOR Technologies, Inc 0.08337 20.20 1,118.83 1,100.48 0.30 3,678,737.81
Full Truck Alliance Co. Ltd 0.0008337 804.77 0.83 0.83 0.06 19.76
Notes
* To be included in respect of our Company in the Prospectus based on the Offer Price.
(1) Financial information of our Company has been derived from the Restated Consolidated Financial Information as of and for the financial year
ended March 31, 2024 from continuing and discontinued operations..
(2) All the financial information for listed industry peer is on a consolidated basis and is sourced from the financial information of such listed
industry peer available on the website of the stock exchanges, as of and for year ended March 31, 2024 except for Corpay, Inc. (formerly
FLEETCOR Technologies, Inc) and Full Truck Alliance Co. Ltd as of and for year ended December 31, 2023
(3) P/E Ratio for the listed industry peer has been computed based on the closing market price of equity shares, on BSE for Indian peers and NYSE
for International peers, as of June 28, 2024, divided by the diluted EPS for the respective year end
(4) RoE or Return on Net Worth (in %) is calculated as restated profit/(loss) from the continuing operations for the year/period divided by the Net
Worth at the end of the respective year/period.
(5) Net asset value per share is calculated by dividing net worth as at the end of the period/year, as restated, by weighted average number of equity
shares post adjustment of bonus shares used in calculating EPS for the period/year.
(6) Reported figures for international peers is in USD converted at USD:INR rate of Rs.83.37/-
(7) C.E. Info Systems is a geo-spatial and geo-location data and technology products and platforms company. Operating as “MapMyIndia”, the
company is provider of advanced digital maps, geospatial software and location-based IoT technologies, including proprietary digital maps as a
service, software as a service and platform as a service. CE Info Systems is the only listed technology player in the Telematics space in India,
which is related to offerings of our Telematics solutions offerings

Comparison of our KPIs with listed industry peers for the Financial Years included in the Restated Consolidated
Financial Information

Our Company provides a platform for payments, telematics, loads marketplace and vehicle financing services. These
solutions digitally empower truck operators and help them operate their business effectively and efficiently. There are no
like to like listed companies in India or abroad that engage in a business similar to that of our Company. However, for
the purposes of this Red Herring Prospectus, the following companies (Indian and foreign) have been considered as peers
of our Company, considering similarities with certain offerings of our business.

Key Metrics Units March 31, 2024 December 31, 2023

Zinka Logistics C.E. Info Corpay, Inc. Full Truck
Solutions Systems Ltd (formerly Alliance Co. Ltd
Limited(1) FLEETCOR
Technologies, Inc)
Revenue from continuing operations ₹ in million 2969.22 3,794.20 313,281.03 99,061.07
Year-on-year growth % 69.01% 34.80% 20.60% 33.86%
Contribution margin ₹ in million 2,883.48 NA NA NA
Year-on-year growth % 62.98% NA NA NA
Contribution margin% in % 91.10% NA NA NA
Notes
(1) Financial information of our Company has been derived from the Restated Consolidated Financial Information as of or for the financial year
ended March 31, 2024.
(2) All the financial information for listed industry peer is on a consolidated basis and is sourced from the financial information of such listed
industry peer available on the website of the stock exchanges, as of and for year ended March 31, 2024 except Corpay, Inc. (formerly
FLEETCOR Technologies, Inc) and Full Truck Alliance Co. Ltd (December 31, 2023)
(3) Reported figures for international peers is in USD converted at USD:INR rate of 83.37.
(4) Contribution margin is defined as Total Income excluding other gains/ losses (net) from continuing operations, minus the direct costs associated
with delivering service activities.
(5) Contribution margin % is the percentage of Contribution Margin over Total Income excluding other gains/ losses (net) from continuing
operations.
(6) Year-on-year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by Previous Year Amount/
number

137
 Weighted average cost of acquisition (“WACA”), floor price and cap price

I. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on primary
issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the ESOP 2016 and
ESOP 2019 and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of
this Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share
capital of our Company (calculated based on the pre-Offer capital before such transaction(s) and excluding
ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of
rolling 30 days (“Primary Issuances”)

Our Company has not issued any Equity Shares or CCPS, excluding shares issued under the ESOP 2016 and ESOP 2019
and issuance of bonus shares, during the 18 months preceding the date of this Red Herring Prospectus, where such
issuance is equal to or more that 5% of the fully diluted paid-up share capital of our Company (calculated based on the
pre-Offer capital before such transaction(s) and excluding ESOPs granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days.

J. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on
secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving any of the
Selling Shareholders or other shareholders with the right to nominate directors on our Board during the 18
months preceding the date of filing of this Red Herring Prospectus, where the acquisition or sale is equal to or
more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer
capital before such transaction/s and excluding ESOPs granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days (“Secondary Transactions”)

There have been no secondary sale/ acquisitions of Equity Shares or CCPS, where the Selling Shareholders, or
Shareholder(s) having the right to nominate Director(s) on our Board, are a party to the transaction, during the 18 months
preceding the date of this Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the
fully diluted paid up share capital of our Company (calculated based on the pre-Offer capital before such transaction/s
and excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a
span of rolling 30 days.

138
K. Since there are no such transactions to report under I and J, the following are the details of the price per share of our Company basis the last five primary or
secondary transactions (secondary transactions where Selling Shareholders or other shareholders with the right to nominate directors on our Board, are a party
to the transaction), not older than three years prior to the date of filing of this Red Herring Prospectus irrespective of the size of transactions:

Date of Name of the allottee/ transferee Transferor Number Number Total Face Price Nature of Nature of Total Cost
allotment/ of Equity of Number of value per Consideration transacti (₹)
transfer Shares CCPS Equity of Equity on
transacted transact Shares Equity share /
ed shares CCPS
/
CCPS
(₹)
October 11, 2024 Rajesh Kumar Naidu Yabaji Sands Capital 19,530 NA 19,530 1 1 Cash Transfer 19,530
Private Growth II
Limited
October 11, 2024 Rajesh Kumar Naidu Yabaji Sands Capital 8,591 NA 8,591 1 1 Cash Transfer 8,591
Private Growth
Limited PCC, Cell
D
October 11, 2024 Rajesh Kumar Naidu Yabaji International 24,453 NA 24,453 1 1 Cash Transfer 24,453
Finance
Corporation
October 14, 2024 Rajesh Kumar Naidu Yabaji Rajkumari Yabaji 46,614 NA 46,614 1 NA Cash Transfer NA

October 14, 2024 Rajesh Kumar Naidu Yabaji Chanakya Hridaya 2,349,340 NA 2,349,340 1 NA Cash Transfer NA

Total 2,448,528 - 2,448,528 52,574

Total Cost (₹) - (A) 52,574
Total Number of Equity Shares - (B) 2,448,528
Weighted Average Cost of Acquisition (C) = (A)/(B) 0.02
^ As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024.

139
L. The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition based on the
primary/secondary transactions described in I, J and K above and are disclosed below:

(in ₹)
Past Transactions WACA# Floor Price (in Cap Price (in
times) times)

Weighted average cost of acquisition for last 18 months for primary / new [●] [●] times* [●] times*
issue of shares (equity/ convertible securities), excluding shares issued
under an employee stock option plan/employee stock option scheme and
issuance of bonus shares, during the 18 months preceding the date of this
Red Herring Prospectus, where such issuance is equal to or more than 5%
of the paid-up share capital of our Company (calculated based on the pre-
Offer capital before such transaction/s and excluding employee stock
options granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days

Weighted average cost of acquisition for last 18 months for secondary sale [●] [●] times* [●] times*
/ acquisition of shares equity/convertible securities), where Promoter,
members of the Promoter Group, Promoters, Selling Shareholders, or
Shareholder(s) having the right to nominate Directors on our Board are a
party to the transaction (excluding gifts), during the 18 months preceding
the date of this Red Herring Prospectus, where either acquisition or sale is
equal to or more than five per cent of the paid-up share capital of our
Company (calculated based on the pre-Offer capital before such
transaction/s and excluding employee stock options granted but not
vested), in a single transaction or multiple transactions combined together
over a span of rolling 30 days.

Note: Since there were no primary or secondary transactions of equity shares of our Company during the 18 months to report (a) and
(b), the information has been disclosed for price per share of our Company based on the last five primary or secondary transactions
where Promoter, members of the Promoter Group, Promoters, Selling Shareholders or shareholder(s) having the right to nominate
directors on our Board, are a party to the transaction, not older than three years prior to the date of filing of this Red Herring
Prospectus irrespective of the size of the transaction, is as below:

Last 5 primary transactions [●] [●] times* [●] times*

Last 5 secondary transactions [●] [●] times* [●] times*

*
To be computed after finalization of price band.
#
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated [●]

M. Justification for Basis of Offer price

1. The following provides an explanation to the Cap Price being [●] times of weighted average cost of
acquisition of Equity Shares that were issued by our Company or acquired or sold by the Selling
Shareholders or other shareholders with rights to nominate directors on our Board by way of primary
and secondary transactions in the last three full Financial Years preceding the date of this Red Herring
Prospectus compared to our Company’s KPIs for the Financial Years 2024, 2023, 2022 and three months
period ended June 30, 2024 and June 30, 2023

[●]

2. The following provides an explanation to the Cap Price being [●] times of weighted average cost of
acquisition of Equity Shares that were issued by our Company or acquired or sold by the Selling
Shareholders or other shareholders with the right to nominate directors on our Board by way of primary
and secondary transactions in the last three full Financial Years preceding the date of this Red Herring
Prospectus compared to our financial ratios for the Financial Years 2024, 2023, 2022 and three months
period ended June 30, 2024 and June 30, 2023

[●]

140
 3. The following provides an explanation to the Cap Price being [●] times of weighted average cost of
acquisition of Equity Shares that were issued by our Company or acquired by the Selling Shareholders
or other shareholders with the right to nominate directors on our Board by way of primary and
secondary transactions in view of external factors, if any

[●]

The Offer Price of ₹[●] has been determined by our Company, in consultation with the BRLMs, on the basis of the demand from
investors for the Equity Shares through the Book Building process. Bidders should read the abovementioned information along
with “Risk Factors”, “Our Business” and “Financial Information” on pages 34, 163 and 239, respectively, to have a more
informed view.

141
 STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS

Date: October 14, 2024

To,
The Board of Directors,
Zinka Logistics Solutions Private Limited
Vaswani Presidio
No.84/2, II Floor, Panathur Main Road
Kadubessanahalli, Off Outer Ring Road
Bengaluru 560 103
Karnataka, India

Dear Sirs,

Sub: Proposed initial public offering of equity shares of face value of ₹ 1 each (“Equity Shares”) by Zinka Logistics
Solutions Limited (the “Company”) and such offering (the “Offer”)

We Manian & Rao, Chartered Accountants, hereby confirm that the enclosed Annexure A, prepared by the management of
the Company, provides the current position of the possible special tax benefits available to the Company and its shareholders,
as per the provisions of the Indian Direct and Indirect Tax Laws including Income Tax Act, 1961 (the “Act”), the Central
Goods and Services Tax Act, 2017/ the Integrated Goods and Services Act, 2017, the Union Territory Goods and Services Act,
2017, respective State Goods and Services Act, 2017, each as amended (collectively, the “Tax Laws”) including the rules,
regulations, circulars and notifications issued in connection with the Tax Laws presently in force as applicable to the
assessment year 2025-26 relevant to the financial year 2024-25 (as amended by the Finance (No. 2) Act, 2024), available to
the Company and its shareholders.

Several of these benefits are dependent on the Company and its shareholders as the case may be, fulfilling the conditions
prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company and/ or its shareholders to derive
the special tax benefits is dependent upon fulfilling such conditions.

The contents stated in the Annexure A are based on the information and explanations obtained from the Company. This
statement is only intended to provide general information to the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws,
each investor is advised to consult their own tax consultant with respect to the specific tax implications arising out of their
participation in the Issue particularly in view of the fact that certain recently enacted legislation may not have a direct legal
precedent or may have a different interpretation on the benefits, which an investor can avail. We are neither suggesting nor are
we advising the investors to invest or not to invest based on this statement.

We conducted our examination of the statement in accordance with the Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India (the “Guidance Note”). The Guidance Note
requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants
of India.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for
Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.

We do not express any opinion or provide any assurance whether:

• The Company and its shareholders will continue to obtain these benefits in future; and
• The conditions prescribed for availing the benefits have been/would be met.
• The revenue authorities/ courts will concur with the views expressed therein.

The Contents of the enclosed statements are based on the information, explanations and representations obtained from the
Company and on the basis of their understanding of the business activities and operations of the Company.

The report has been issued at the request of the Company for the purpose of inclusion in the offer document in connections
with its proposed Issue and should not be used by anyone else or for any other purpose.

Yours Sincerely,
For and on behalf of Manian & Rao, Chartered Accountants
ICAI Firm Registration Number: 001983S

142
Paresh Daga
Partner
Membership Number: 211468
Place: Bangalore
UDIN: 24211468BKFYDE9867

143
 ANNEXURE A

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS

Special Tax Benefits to the Company:

There are no possible special tax benefits available to the Company under Income Tax Act, 1961 read with the relevant
Income Tax Rules, 1962, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017,
the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017 and Goods
and Services Tax (Compensation to States) Act, 2017 read with the relevant Central Goods and Services Tax Rules, 2017,
Integrated Goods and Services Tax Rules, 2017, Union Territory Goods and Services Tax Rules, State Goods and
Services Tax Rules, 2017 and notifications issued under these Acts and Rules as applicable to the assessment year 2025-26
relevant to the financial year 2024-25 (as amended by the Finance (No. 2) Act, 2024).

Special Tax Benefits to the Shareholders:

The shareholders of the Company are also not eligible to any special tax benefits under the provisions of the Income Tax Act,
1961 read with the relevant Income Tax Rules, 1962, and / or Central Goods and Services Tax Act, 2017, Integrated Goods
and Services Tax Act, 2017, Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services
Tax Act, 2017 and Goods and Services Tax (Compensation to States) Act, 2017 read with the relevant Central
Goods and Services Tax Rules, 2017, Integrated Goods and Services Tax Rules, 2017, Union Territory Goods and Services
Tax Rules, State Goods and Services Tax Rules, 2017 and notifications issued under these Acts and Rules as applicable to the
assessment year 2025-26 relevant to the financial year 2024-25 (as amended by the Finance (No. 2) Act, 2024).

Notes:

1. We have not considered the general tax benefits that may be available to the Company, or shareholders of the Company.

2. The above is as per the prevalent Tax Laws as on date.

3. The above statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner only and
is not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership and
disposal of Equity Shares.

4. This Statement does not discuss any tax consequences in any country outside India of an investment in the Equity
Shares. The subscribers of the Equity Shares in the country other than India are urged to consult their own professional
advisers regarding possible income-tax consequences that apply to them.

For Zinka Logistics Solutions Limited

Satyakam G N
Chief Financial Officer
Date: October 14, 2024
Place: Bangalore

144
 SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled “Indian
Trucking Market Opportunity Report” dated October 12, 2024 (the “Redseer Report”) which has been prepared and
released by Redseer Strategy Consultants Private Limited and exclusively commissioned and paid for by us in connection
with the Offer, pursuant to an engagement letter dated February 27, 2024. We commissioned and paid for the Redseer Report
for the purposes of confirming our understanding of the industry specifically for the purpose of the Offer, as no report is
publicly available which provides a comprehensive industry analysis, particularly for our Company’s offerings, that may be
similar to the Redseer Report. Unless otherwise indicated, all financial, operational, industry and other related information
derived from the Redseer Report and included herein with respect to any particular year, refers to such information for the
relevant year. For the disclaimers associated with the Redseer Report, see “Certain Conventions, Use of Financial
Information and Market Data and Currency of Presentation - Industry and Market Data” on page 29. Also, see “Risk
Factors — Internal Risks — Certain sections of this Red Herring Prospectus disclose information from the Redseer Report
which has been prepared exclusively for the Offer and commissioned and paid for by us exclusively in connection with the
Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on
page 43. A copy of the Redseer Report is available on the website of our Company at www.blackbuck.com/investor-relations.
The industry data included herein may have been re- ordered by us for the purposes of presentation. Unless otherwise
indicated, financial, operational, industry and other related information derived from the Redseer Report and included herein
with respect to any particular year refers to such information for the relevant calendar year.

MACROECONOMIC CONTEXT

Infrastructure is a key pillar of the Indian economy which is projected to grow at 6.6% between 2023 and 2028. Growth in
infrastructure investment is boosting the logistics sector, which is outpacing GDP growth. As a result, road transportation in
India (which drives 46% of logistics as of Fiscal 2024) is witnessing the most significant impact of these macroeconomic
developments.

In India, logistics is growing faster than the GDP due to its integral role in infrastructure development.

India, the fifth largest economy globally, had a real gross domestic product (“GDP”) of ₹160 trillion (US$ 1.9 trillion) in
2023, according to the International Monetary Fund IMF. Projected to maintain a Compounded Annual Growth Rate
(“CAGR”) of 6.6% from 2023 to 2028, India is expected to reach an economy size of ₹220 trillion (US$ 2.7 trillion) by 2028.
The World Economic Forum projects India to become the third-largest economy in the world by 2027.

Exhibit 1

Real GDP of India (vs. global benchmarks)

LHS: India’s real GDP in ₹ trillion 2019-28P; RHS – Real GDP growth 2023-28P %

Source(s): IMF, Press Information Bureau (PIB)

Infrastructure development plays a crucial role in India's growth, fostering efficiency, productivity, and attracting foreign
investments. Research by the Reserve Bank of India and the National Institute of Public Finance and Policy reveals that every
₹100 invested in capital expenditure yields a ₹245 increase in GDP. In line with this, the Union Budget 2024-25 earmarked
₹11.11 trillion (US$134 billion) for infrastructure development.

Logistics is a key beneficiary of push on the infrastructure investment. Logistics in India has been significantly unorganized
hence makes up 11-13% of the Indian GDP as of Fiscal 2024. Following are the reasons for the same:

145
• Infrastructural challenges: Poor road conditions, older road networks and slower transportation speed contributes to
increased spend in logistics

• Structural inefficiencies: Fragmentation and intermediary networks in the trucking industry lead to inefficiencies and
higher costs.

• Lack of adoption of technology: Limited use of digital technology results in lower operational efficiency

However, the sector is transforming rapidly.

• Infrastructure Development: Initiatives like Bharatmala, Gati Shakti, and Dedicated Freight Corridors are creating an
extensive and efficient transportation network. The Bharatmala program, launched in 2017, focuses on developing
34,800 km of National Highway corridors, linking over 580 districts. Gati Shakti prioritizes corridor-based
infrastructure development to facilitate faster and more efficient transportation.

• Digitization and Tech deployment: Innovations like FASTags, digital fuel cards and e-way bills, along with
regulatory mandates, have optimized logistics workflows, enhancing efficiency. Emergence of companies optimizing
demand and supply through digital infrastructure are witnessing increasing adoption because of the services offered

• Regulatory Reforms: Government reforms promoting digital adoption have further transformed the logistics sector.
India's Logistics Performance Index score has improved from 3.07 to 3.4 between 2007 and 2023, indicating the
sector's growth and efficiency. The Indian government has implemented AIS 140, requiring the compulsory
installation of tracking devices in specific trucks. Adoption of these devices has led to optimized truck utilization. As
a result, logistics in India is outpacing GDP growth.

Exhibit 2

Comparison of CAGR of real GDP and logistics spends

%, Fiscal 2020 – Fiscal 2024

Note(s): Inventory holding cost and admin expenses have been included in the calculation of logistics which has not been included in National Council of
Applied Economic Research (NCAER) Report

Source(s): IMF, NCAER, Niti Aayog, Redseer estimates

Road transport dominates logistics in India, forming the bulk of logistical expenses and emerging as the largest and most
significant mode of transportation.

Logistics includes warehousing, transportation costs and administrative expenses. Transportation accounts for the bulk of the
expenses and accounts for nearly 66% of logistical expenses as of Fiscal 2024, with road transport being the preferred mode
for various industries. India has witnessed a transformation from rail to road transportation since 1950’s. Roads paved the
way for increasing consumption of India as they become a primary mode of transfer of retail goods. Other modes were unable
to scale as per the increasing requirements which led to increasing dependence on roads in India. As a result, the share of
freight transportation via roads increased to close to 70% in Fiscal 2019.

Key factors driving road transport's dominance include:

• Expansion of capacity: There has been significant growth in the number of trucks on the road as well as load
carrying capacity of trucks (by up to 25% as per Government of India’s revised regulations in 2018), facilitating
more freight movement.

• Higher demand: Rapid urbanization has created a demand for freight movement, where roads offer point-to-point
connectivity.
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• Infrastructure development: Government and private initiatives have bolstered road infrastructure, with a focus on
four-lane highways and above.

India boasts the second-largest road network globally, totaling approximately 6.671 million km as of November 2023. The
pace of national highway construction has accelerated, with an increase from 12.1 km/day in Fiscal 2015 to 34 km/day in
Fiscal 2024. Budgetary allocations for Ministry of Road Transport and Highways (“MoRTH”) and National Highways
Authority of India (“NHAI”) saw a 2.7% increase between Fiscal 2023 and Fiscal 2024, further increasing to ₹2.78 trillion
for MoRTH, including ₹1.68 trillion for NHAI between Fiscal 2024 and Fiscal 2025.

Exhibit 3

Share of road and rail freight

% share, Fiscal 1951 – Fiscal 2019

Source(s): Niti Aayog

Hence, road transport stands as the backbone of the country's logistics. The preference for road transport reflects its
adaptability, accessibility, and flexibility, aligning with the diverse needs of businesses and industries across the country.
Moreover, India's commitment to continuous development, policy reforms, and technological advancements further augurs
well for the future of road transport, offering ample opportunities for growth and innovation. As the nation continues its
trajectory of economic growth and industrial development, the significance of road transport is poised to remain paramount,
driving efficiency, connectivity, and economic prosperity nationwide, while unlocking new avenues for further expansion and
enhancement.

INDIAN TRUCKING LANDSCAPE

Investments and efficiency improvements are propelling India's trucking market, expected to grow at an 8-9% CAGR from
Fiscal 2024 to Fiscal 2028. The industry has a widespread presence across India, however, is fragmented. Government
reforms aim to digitize this traditionally cash-driven industry, addressing long-standing inefficiencies.

Trucking is one of the fastest-growing sectors in logistics in India.

The Indian trucking industry stands as a vital component of the nation's logistics sector. With approximately 12.5 million
trucks and about 3.5 million truck operators as of Fiscal 2024 traversing Indian roads, the total freight value through trucks
has witnessed a steady growth rate of 8-9% CAGR over the past four years. This growth trajectory is expected to persist over
the next four years, driven by several key factors:

• Higher consumption: The anticipated increase in per-capita income is poised to drive heightened levels of
consumption, consequently increasing the demand for logistics and transportation services.

• Expansion of capacity on high-density routes: Roads have seen an increase in capacity on high density routes,
necessitated by the growing production of trucks. This has enabled a surge in freight movement along these routes.

• Development of supporting infrastructure and ecosystem: Roads have benefitted from both government and
private sector initiatives. The private sector has played a significant role in producing commercial vehicles,
anticipating future demand. Construction of highways with a focus on four-lane roads and above, have been

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 undertaken to accommodate the increasing volume of vehicles. As per MoRTH, four-lane highways have increased
at a rate of approximately 10% from Fiscal 2014 to Fiscal 2023. This directly improves the efficiency and utilization
of trucks.

• Vehicle Scrappage Policy: The Government of India introduced vehicle scrappage policies in 2021. As per
MoRTH, commercial vehicles older than 15 years must pass a fitness test. In case they fail, the vehicle shall be
deemed unfit and will be scrapped. As a result, newer vehicle will have to be purchased by truck operators if current
vehicles fail to meet the fitness test, leading to overall increase in the total number of trucks on the roads.

Exhibit 4

Freight movement via roads in India

US$ billion, Fiscal 2020, Fiscal 2024, Fiscal 2028P

Note(s): Trucking industry includes direct revenue generated through trucks via transportation

Source(s): VAHAN, Redseer estimates

India’s growing economy needs the support of robust logistical capabilities and small and medium size truck operators are the
backbone of logistics in the country. These truck operators are served through value chains which are unorganized and
fragmented, making their operations inefficient.

Trucking is a highly fragmented industry.

Trucking in India is highly fragmented in nature, with 75% of truck operators having less than 5 trucks. This pattern of
fragmentation is visible in trucking across the globe. For instance, in China, 85% of trucks are owned by truck operators with
less than five trucks. Similarly, the US has 80% of truck operators owning less than six trucks.

High fragmentation in this industry is a result of multiple operationally complex processes required to run the business
efficiently. Truck operators need to be actively involved in searching for loads for their trucks, managing payments,
monitoring their truck movement, carrying out maintenance activities, managing drivers, taking care of working capital,
amongst various other activities.

Significant percentage of truck operators in India rely on professional drivers to run their vehicles. This means that truck
operators need to manage their operations remotely, which makes their task even more complex. As the number of trucks
increases, the need for operator’s control escalates exponentially. Given the complexity of trucking operations, an operator’s
oversight can significantly impact profitability. Consequently, managing ownership beyond a few trucks becomes
increasingly cumbersome, leading to this industry being fragmented even globally.

Trucking industry is a Bharat (Pan-India but driven by Tier 2+ India) phenomenon extending across all geographies of the
country.

Trucking in India transcends the urban landscapes of metro and tier 1 cities, extending its reach into the rural heartlands.
While urban centers drive higher consumption, rural areas, home to 65-70% of the country's population, constitute a vital
market for goods and services. Agriculture, the backbone of India's economy, further underscores the importance of trucking
as a lifeline connecting disparate regions. With diverse crops cultivated across the country, the transportation network plays a
pivotal role in distributing agricultural produce to markets far and wide. Moreover, the strategic positioning of industries,
factories, and manufacturing units in areas abundant in raw materials and labor, often distant from major urban hubs,
accentuates the need for robust transportation infrastructure. As per VAHAN approximately 80% of trucks are registered
across 80% of sq. km area of India. This large breadth of distribution, as opposed to being a concentrated distribution, clearly
indicates the extensive geographic spread of truckers in the country.

Truck operators in India are spread across metro, urban and rural communities. A typical truck operator in India is middle-
aged, fluent in the local vernacular language, has low digital literacy and uses a limited set of smartphone applications. They
have lower digital literacy and are not accepting of online products, especially in relation to payments. Hence, building trust
with such truck operators on digital platforms requires significant handholding.

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Multiple government initiatives have focused on introducing digital reforms to transform the trucking industry in India.

At a policy level, there is a clear realization regarding the value and prosperity that can be unlocked by digitizing transactions,
introducing more efficiencies and fostering transparency in trucking operations in India. Below are some of the noteworthy
initiatives towards this transformation:

• Electronic tolling: The government's implementation of FASTags has digitally transformed the tolling system,
achieving 98% penetration by March 24 in toll collection. This move aims to modernize the cash-based industry,
curbing leakages and enhancing efficiency by minimizing congestion and travel time on roads. Moreover, the
transition to digital payments has spurred growth in toll payments through the NETC platform, with 3.5-4 billion
transactions in Fiscal 2024.

• Mandatory GPS requirement: In India, the implementation of the Automotive Industry Standard (“AIS”) 140
protocol has been pivotal in mandating the installation of GPS devices in trucks requiring fitness certificates and
specific mining permissions to improve safety, security and compliance. This regulatory requirement has
significantly increased the adoption of telematics devices within the trucking industry, enhancing monitoring
capabilities and promoting operational efficiency.

• E-way bills: E-way bills ensure faster movement of goods and optimal vehicle utilization at check posts. With pre-
registration required online for goods over ₹50,000 and a single e-way bill system, transportation processes are
streamlined across the country. This eradicates the need for separate transit passes in each state, facilitating seamless
road freight transportation.

• National Logistics Policy: Government of India’s launch of the National Logistics Policy (“NLP”) aims to
revolutionize India's logistics sector, reducing costs from 11-13% of GDP to align with global standards. By
enhancing efficiency and lowering expenses, the policy will boost the competitiveness of Indian products globally.
Leveraging a holistic approach, the NLP integrates digital infrastructure, manpower, and policy reforms to create a
seamless logistics ecosystem.

Thus, the trucking industry in India presents a complex yet promising landscape. Characterized by fragmentation and
pervasive across the nation, facilitating the movement of goods even to the most remote corners. With rapid growth and
increasing adoption of digital tools, the industry is undergoing a transformative shift towards efficiency and transparency. In
this context, there are significant challenges that the Indian trucking ecosystem needs to solve. Solving these challenges
represents significant opportunities as we elaborate in the subsequent sections.

CHALLENGES FOR INDIAN TRUCKING INDUSTRY

The trucking industry grapples with structural challenges and inefficiencies throughout the truck operator’s journey. Issues
like ineffective monitoring, cash leakages, low accessibility and high intermediation increase the overall fulfillment costs
directly affecting their cost of operations.

The high logistics costs in India stems from inefficiencies in the trucking industry, which is evident in the challenges faced by
truck operators in their journey. The needs of the trucking industry are very specific and the truck operator's demography in
India is unique. The exhibit below highlights the key challenges:

Exhibit 5

Value chain of the trucking industry in India

Descriptive

Source(s): Redseer analysis

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Issue 1: Lower accessibility driven by high fragmentation

As mentioned earlier, truck operators are fragmented throughout India and aren't confined to specific regions, but they share
similar needs such as vehicle financing, tolling and fueling solutions, telematics etc. However, reaching out to all truckers
nationwide proves challenging, as it severely restricts the ability of companies to access and serve these truck operators
profitably through traditional means. As a result, this industry is largely serviced by unorganized players, which further
contributes to elevated costs for truck operators.

This is evident in the used commercial vehicle financing industry in India. Due to a lack of deep-rooted organized distribution
networks focused on servicing these truck operators across the country, unorganized financing constitutes 55-60% of used
commercial vehicle financing. These unorganized financiers charge exorbitantly high interest rates and take longer times for
conversion.

Issue 2: High intermediation leading to higher inefficiencies

Exhibit 6

Intermediary network in trucking industry

Descriptive

Source(s): Redseer analysis

High dependence on intermediaries to find shipments leads to significant hurdles in discovery and matching of loads between
shippers and truck operators. As a result, trucks in India spend on average 24-48 hours to find the next shipment, leading to
significantly high levels of under-utilization. Trucks in India only run for 18-20 days a month on the road while the rest of the
time is spent idling.

Matching of shippers and truckers traditionally takes place offline in remote transportation hubs. Shippers and truck operators
have diverse, complex and often non-standard needs. Load details are written on paper and matched with truck operators over
the phone or in person. The matching process for a truck operator’s truck with a load is complex due to the following reasons:

• Lack of aggregate information about loads/trucks in a particular transportation hub.

• Multiple variables in matching a load with a suitable truck (timing of load versus truck availability, truck type (open
body/container), tonnage, volume, truck floor (wooden/metal), length and width of truck and/or commodity type).

• A mismatch of pricing and payment terms between shippers and truck operators.

• Lane/route preferences of truck operators and drivers due to geographic familiarity, language constraints and return
load availability/freight pricing.

• Lack of trust in working with an unknown shipper/truck operator

On average, brokers impose a 3-8% commission for their services, thereby inflating costs and undermining the efficiency of
these transactions. A digital platform where truckers and shippers can directly interact would facilitate seamless
communication, enabling real-time matching of supply with demand, thereby reducing truck underutilization, and minimizing
lead times to secure loads. Through direct engagement, truck operators can bypass traditional brokers

Issue 3: Leakages due to cash handling

The trucking industry primarily operates on a cash basis for daily activities like fuelling, paying driver wages, and
maintaining vehicles. This cash-centric approach increases the risk of pilferage and unauthorized spending. Drivers may
inflate expenses to pocket the difference, leading to higher operational costs.

Exhibit 7

Cash expenses by truck operators

150
% Total expenses

Source(s): Redseer estimates

High dependence on cash-handling increases leakages at all these touchpoints, ultimately reducing profitability for the truck
operators.

Issue 4: Lack of effective fleet monitoring:

Most of the operations of the truck operators are managed remotely. Hence, there is a significant lack of visibility in the day-
to-day activities of the trucks. This results in ineffective control, especially for fleet operators managing multiple vehicles,
who often remain unaware of their trucks' status once they are on the road. Monitoring driver activities and managing driving
behaviour are key concerns, as these factors directly impact safety and maintenance costs.

Ineffective fleet monitoring also leads to higher idling times for trucks, with a typical truck in India idling for nearly 10-12
days a month. Much of this delay is due to the inability to track extended idle periods at loading and unloading points, fueling
stations, repair shops, checkpoints, and rest stops in real-time. This lack of control over operations results in wastage and
under- utilization, ultimately reducing the overall profitability of trucking operations and increasing the cost of fulfilment.

Other Challenges:

Besides the aforementioned obstacles, truck operators encounter several challenges throughout their journeys, as outlined
below:

• Unorganized repairs & maintenance and consumables: OEM-affiliated garages typically source spare parts from the
OEM at higher prices than local alternatives. Lack of access to information leads to truck operators purchasing
essential items like spare parts, lubricants and tyres, either at a much higher cost or by compromising on quality.

• Lack of access to Insurance: While OEM-affiliated insurance companies offer contracts, truck operators may miss
out on better terms or lower premiums from other providers due to limited accessibility stemming from market
fragmentation.

• Working Capital Challenges: Accessing working capital for new truckers remains challenging, often requiring
reliance on personal contacts or unorganized money lenders who impose exorbitant interest rates.

• In-transit Driver and Goods Safety: Despite highway safety response numbers, truck operators often rely on each
other for assistance during emergencies. There is a growing demand for services dedicated to enhancing driver and
goods safety during transit.

OPPORTUNITIES IN THE INDIAN TRUCKING INDUSTRY

The trucking industry offers vast revenue potential for companies that solve challenges and inefficiencies and enhance value
for truck operators. Innovating digital products to tailor solutions for meeting truckers' specific needs and scaling these
offerings through strong distribution networks can unlock significant opportunities. The Indian trucking sector is a US$ 18-
25 billion revenue pool as of Fiscal 2024 and expected to be up to US$ 35 billion by Fiscal 2028.

The diagram below depicts the revenue potential within various opportunities in the trucking industry. These opportunities are
at different levels of maturity and are evolving and growing at varying rates. Globally, the trucking industry has seen the
emergence of multiple large new-age technology players, across several different segments. In the payments space,
companies such as Fleetcor, with revenues of approximately US$ 3.8 billion, Wex, with revenues of approximately US$ 2.6

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billion and Edenred, with revenues of approximately EUR 2.5 billion (all revenues for 2023), have built sizeable businesses in
the USA and Europe. In telematics and advanced fleet management solutions, companies such as Samsara, which has
revenues of approximately US$ 0.9 billion for 2023, have developed as significant players. In China, FTA has built a loads
marketplace with revenues of approximately US$ 0.9 billion for 2023. These companies illustrate the advanced and sizeable
nature of the logistics sector in global markets.

Exhibit 8

Opportunities in the Indian trucking industry

Source(s): VAHAN, Desk research, Redseer estimates

Payments

Toll and Fuel payments constitute one of the largest outlays for truck operators. These expenses constitute almost
80% of the spending for a typical truck operator. Due to lack of visibility into these expenditures and cash-based
transactions, truck operators need digital solutions to manage these payments effectively. The total Payments
revenue pool is US$ 470-490 million and is expected to be US$ 850-910 million by Fiscal 2028 growing at 16-18%
CAGR. This opportunity is further segmented into two streams – tolling and fuelling.

a) Tolling

Electronic toll collection, led by FASTag, was mandated by the Government of India on December 1, 2019, across
all national highways in India. This mandate changed the way truck operators functioned because, prior to this,
digital payment adoption was low in the logistics industry. FASTag utilizes prepaid rechargeable tags equipped with
radio frequency identification technology, affixed to vehicle windshields for seamless toll collection. Market
penetration for FASTag reached 98% on Mar ‘24. Through the mandatory adoption of FASTags and the
discouragement of cash payments, which lead to penalty of double charges, India has successfully integrated a
digital tool into its predominantly cash-based ecosystem. Further, with the implementation of Global Navigation
Satellite System (“GNSS”), FASTag will witness better compliance while ensuring more seamless commute for
vehicles.

Exhibit 9

FASTag penetration in India

%, Fiscal 2019 – Fiscal 2024

152
Source(s): MoRTH

The trucking segment contributed to over 75% of the total toll collections in India in Fiscal 2024, driven by higher toll fares
for trucks and high frequency of movement on toll highways as compared to passenger vehicles. This makes a truck operator
a significant tolling user who spends the highest in tolls (an average of ₹16,000 – ₹18,000 per month in Fiscal 2024) and uses
the tolling service the most frequently (average 50 swipes per month in Fiscal 2024).

Exhibit 10

Breakdown of toll transactions by vehicle category

Number of transactions, Fiscal 2024

Note(s): (1). Trucks (2-6 Axle), Multi Axle trucks, Earth moving, and heavy construction vehicles are considered in MHCV. (2) Light commercial vehicles
and Tata Ace or similar are considered in LCV. (3) Car/Jeep/ Van Buses and minibuses are considered for calculation of private vehicles.

Source(s): National Electronic Toll Collection (NETC), MoRTH, Redseer estimates

The revenue generated from the tolling extends beyond commission fees on FASTags, including providing additional services
to resolve truckers' concerns. Toll collection is expected to grow at a CAGR of 11-15% between Fiscal 2024 and Fiscal 2028.
Factors contributing to the growth of toll expenses in India are as follows:

• Expansion of national highways and toll plazas: National highways have grown at a CAGR of 5% with toll plazas
increasing at 10% over the past 5 years. Growing toll road networks allowing for faster speeds are set to boost future
toll collections.

• Increment in toll fare per toll plaza: Toll rates have risen by more than 5% annually for the past 2 years to cover
construction and maintenance costs, driving higher revenues per toll plaza per vehicle.

• Surge in transactions by commercial vehicles: Preference for highways has led to more transactions per vehicle,
increasing both the volume and value of toll spending. Moreover, the transacting number of vehicles per quarter has
also seen an uptick over the years.

As mentioned earlier, the trucking segment is the largest contributor to the tolls collection and faces unique challenges. For a
truck operator, in addition to the challenges in adoption of digital payments, FASTag downtimes, incorrect toll deductions
and non-availability of support infrastructure in the context of electronic toll collection, make it difficult to use any off-the-

153
shelf FASTag available in the market. For example, the tolling industry typically takes up to four to six weeks to process
chargeback requests. While digital solutions are available for truckers to seek help, navigating them can be challenging and
requires prior familiarity with the applications and processes. Moreover, truckers often struggle to trust digital platforms.
Therefore, a simple, trucker-specific solution is needed to address the myriad challenges faced by truckers in India.

Exhibit 11

Toll revenue pool for commercial vehicles

US$ million, Fiscal 2020, Fiscal 2024, Fiscal 2028P

Note(s): Current revenue pool includes Medium, heavy and light commercial vehicles Source(s): Redseer estimates

b) Fuelling

Diesel consumption in India has witnessed a notable surge, currently standing at 89 million metric tons (mt),
marking a compound annual growth rate of 2% over the past five years. Commercial vehicles account for a majority
of diesel consumption in the country with 62-65% of overall consumption attributed to trucks as of Fiscal 2024. The
upsurge in fuel consumption can be attributed directly to the escalating numbers of commercial vehicles on the roads
and the rise in prices.

Oil marketing companies (“OMCs”) distribute and sell petroleum products like petrol, diesel, LPG, and ATF,
playing a vital role in India's petroleum supply chain. OMCs operate fuel stations strategically located across the
country for easy accessibility. OMCs' network of fuel stations offers widespread coverage, located along highways,
major roads, and in urban and rural areas.

Major OMCs in India include Indian Oil Corporation Limited (IOCL), Bharat Petroleum Corporation Limited
(BPCL), Hindustan Petroleum Corporation Limited (HPCL), and Reliance Limited (RIL). Fuel, being standardized
and regulated in price to an extent by the government, is considered a commoditized product. This regulation fosters
competition among OMCs, leading to promotional activities to attract customers and increase market share which
has also led to the introduction of digital fuel cards. These fuel cards serve as a form of loyalty program, encouraging
customers to frequent their outlets by offering incentives such as discounts, cashback, or reward points. Maintaining
market share is crucial for OMCs, and loyalty programs play a pivotal role in achieving this goal. Even with these
benefits, current penetration of loyalty programs in India stands at just 20-21% indicating significant headroom to
grow.

Exhibit 12

Revenue pool from digital fuel cards in India

US$ million, Fiscal 2023, Fiscal 2024P, Fiscal 2028P

154
Source(s): Redseer estimates

Fueling solutions have a revenue pool of US$ 190-200 million in Fiscal 2024 and will continue to grow at a CAGR of 19-
21% till Fiscal 2028. The growth in commercial vehicles in the country coupled with rising penetration of loyalty programs
and strong macroeconomic headwinds, will translate into higher revenues in the future years.

Telematics

In today’s digital age, real-time information availability and monitoring of vehicles is critical for efficient fleet
management. Telematics solutions make this very accessible with just a few clicks. Telematics enable truck
operators to manage operations, monitor driving behavior, and optimize truck maintenance costs. It includes basic
GPS tracking devices as well as advanced devices like fuel monitoring systems, tyre pressure monitoring systems
and driver dash cameras and driving behavior monitoring systems. As truck operators in India operate their trucks
throughout the year at all hours, often with a small team, they require solutions to manage their trucks around the
clock.

The Automotive Industry Standard 140 (“AIS-140”) provides for the mandatory implementation of advanced vehicle
tracking devices in certain specific types of commercial vehicles. This mandate has been implemented in multiple
states in India in 2018, including Maharashtra, Bihar, West Bengal and Orissa, primarily for vehicles which are used
for mining and certain other activities. Overall, the AIS-140 device mandate represents a significant opportunity for
the vehicle tracking industry, with an estimated four million vehicles installing tracking devices in the next four
years from 2024 to 2028.

Exhibit 13

Year of implementation of AIS 140 rules by Indian states

As depicted

155
Source(s): Redseer Research

As a result of these mandates, the penetration of telematics devices in the transportation sector has significantly increased.
Penetration for vehicle location tracking devices in total trucks has gone up from 20% in Fiscal 2021 to 40-45% by Fiscal
2024, and current revenue pool of US$ 400-410 million. Compared globally, opportunity size in the USA is US$ 22 billion at
72% of penetration. It is expected that penetration in India will also rise to these levels in the next four years, which will drive
the market.

Exhibit 14

Indian Commercial Vehicle telematics (VLTD) revenue pool

US$ million, Fiscal 2024, Fiscal 2028P

Note(s): VLTD is Vehicle Location Tracking Device, CAGR is for market size growth

Source(s): VAHAN, Redseer estimates

Advanced Telematics offers value beyond tracking, with advanced features including fuel sensors, dashcams, and tyre
pressure monitoring systems. Fuel sensors detect sudden drops in fuel levels, indicating pilferage or leakage, enhancing
control for operators. Fuel accounting by truck operators is typically undertaken through manual record-keeping. It is
expected that the Indian trucking industry will witness a natural increase in fuel sensor adoption among truck operators in the
next four years due to significant value derived from the same. Dashcams record footage for insurance purposes and absolve
drivers of liability in accidents where they are not at fault. Tyre pressure monitoring helps in mileage by alerting drivers and
operators to low tyre

pressure. Developed economies like the USA witness high adoption rates, with advanced telematics penetration at
approximately 20%, whereas penetration in India stands at less than 1%. Hence, India is also expected to experience a
significant growth in adoption of advanced telematics in the coming years. Companies that are first to seize this opportunity
gain an advantage in capturing a significant market share. However, the successful adoption of these advanced solutions relies
on several key factors that distinguish it from global markets. Companies which are connected with truckers across India are
in a better position to capture the growing market because of the following reasons:

• Their pan-India service networks will ensure timely repair or replacement of devices, enhancing overall reliability.

156
• They can offer a diverse range of seamlessly integrated products which is essential for users seeking comprehensive
telematics solutions from a single provider.

• They can ensure efficient service delivery, encompassing installation and maintenance, which is critical for
minimizing downtime.

Loads marketplace

The Indian road freight industry is about US$ 170 – 175 billion, moving 3.3 trillion ton-km as of Fiscal 2024
annually and growing at a CAGR of 9% for the past 4 years. This industry is largely serviced offline through
multiple intermediaries between shippers and truck operators who charge a hefty commission for their services.

New age businesses driven by digital infrastructure have the potential to create a pan-India marketplace which can
be accessed by truck operators and shippers across all geographies. Digital freight activity in India is still in the
nascent stage of development. Penetration of digital freight platforms in overall road transportation is less than 2%
and the industry is projected to grow at a CAGR of 8-9% between Fiscal 2024 and Fiscal 2028. Currently
approximately 2.5 million digital loads are posted each year.

The low digital adoption among truckers can be attributed to several challenges:

• Lack of awareness and trust in digital platforms.

• Concerns regarding payment reliability and perceived complexity of digital systems.

• Infrastructural limitations, such as inadequate internet connectivity and technology literacy barrier.

Monetization is done in 2 ways:

• Subscriptions: Both shippers and truck operators can be charged a subscription fee for accessing digital marketplace
services, helping them to discover each other by matching relevant trucks with relevant shipments. Additionally,
varied pricing plans for subscriptions can be explored to maximize revenues. For instance, a subscription plan of
between ₹5,000-₹10,000 per month for unlimited postings, could result in a revenue pool of US$ 3.5-4 billion.
Different features and services can be tailored to the specific needs of truck operators. These plans may include
access to loads, vehicle tracking capabilities, payment solutions, or a combination of these features. Depending on
the features included and the rates charged, the total addressable market for each plan may vary, providing
opportunities for service providers to cater to diverse segments of the market effectively.

• Commission: Given that offline marketplaces/ brokers charge a commission between 8-10% for connecting shippers
with truck operators, online marketplaces can also charge a similar commission potentially resulting in a revenue
pool of US$ 8-13 billion. Platforms can ensure end to end accountability of the transaction including discovery,
matchmaking, pricing, payment, and fulfilment of the transaction. The structure of the business is similar to the
current unorganized marketplaces operated by local brokers, however, a digital infrastructure will provide a pan-
India presence and improve reliability for the truck operators and the shippers.

In addition to facilitating connections between operators and businesses, online marketplaces offer several other benefits:

• Higher Utilization rate: Online marketplaces enable operators to discover loads faster resulting in more trips per
month and increased revenues.

• Digitization of Payments: Online marketplaces reduce the need for cash transactions, minimizing leakage and
enhancing control and security for truck operators and businesses alike.

Commercial vehicle financing:

Used vehicle financing presents a substantial opportunity accounting for 63% of the overall vehicle financing market
with a size of US$ 54-56 billion in Fiscal 2024. Used commercial vehicle financing is largely serviced by
unorganized financiers, who contributed to almost 55-60% of this industry in Fiscal 2024. These local financiers
often charge exorbitant interest rates, for instance, of around 24-40% in Fiscal 2024. However, the market has started
to organize over the last decade and the revenue pool (difference between interest income and expense), which is
US$ 6.5 to 7 billion in Fiscal 2024, is projected to reach US$ 12-13 billion by Fiscal 2028.

Exhibit 15

Revenue pool for used commercial vehicle financing in India

US$ billion, Fiscal 2021, Fiscal 2024, Fiscal 2028P

157
Source(s): Redseer estimates

Digital players have the potential to disrupt this market through innovation. By digitizing processes, turnaround times can be
reduced, and the loan application and approval process can be streamlined. Digital underwriting can expedite diligence using
algorithms and data analytics to assess creditworthiness. Additionally, fraud prevention measures like API document
verification can enhance security. Real-time visibility into truck operations can also be provided, improving collection
efficiency by offering insights into performance and revenue generation.

Therefore, digital platforms with established relations and transactions with truck operators have an opportunity to
revolutionize the market. By leveraging digital infrastructure, they can bypass traditional methods, reduce processing times,
enhance transparency and improve customer experience.

Digital players build mobile applications play a crucial role in vehicle financing loans for truckers, offering numerous
benefits that enhance efficiency and accessibility. These benefits have also pushed traditional players to adopt the digital
route and build their applications for leveraging the same benefits. Mobile applications streamline and simplify loan processes
along with sharing real-time updates of the status, due dates, EMI and other relevant information. This can allow for better
expense management for truckers. Additionally, truckers can avail additional facilities and connect with the lenders for early
repayments, extension and other facilities. Mobile applications also allow lenders to reach out to wider audience without the
requirement for an extensive on-ground manpower.

Entities in the vehicle financing sector are subject to the regulations set forth by the Reserve Bank of India (RBI). Failure to
comply with these regulations can result in fines, penalties, and more stringent actions. The RBI requires banks and Non-
Banking Financial Companies (NBFCs) to implement a fair practice code that outlines ethical lending practices. This includes
the obligation to clearly communicate loan terms, interest rates, and conditions to borrowers prior to loan approval. Interest
rates must be presented on an annualized basis, ensuring borrowers are fully aware of the charges they will incur.
Furthermore, Lenders are mandated to incorporate a legally enforceable repossession clause in their loan agreements. This
clause should detail the notice period, specific circumstances under which repossession may occur, and the procedures
involved, including a final opportunity for borrowers to address defaults. Additionally, lenders should regularly review their
policies, processes, and practices to identify and rectify any deficiencies. Lenders must also ensure that they maintain
adequate controls over outsourced activities and third-party service providers.

Other opportunities

In addition to payments, telematics, vehicle financing and loads marketplace, the trucking ecosystem presents
emerging opportunities in other avenues. A comprehensive end-to-end platform can effectively tap into these
opportunities by leveraging its existing access to truck operators. Some of them are:

• Buying and selling of trucks

• Insurance services

• Repairs and maintenance

• Aftermarket spares

The process of buying and selling trucks in India is primarily facilitated by intermediaries, rather than through direct
interactions between truck operators on dedicated platforms or marketplaces. These intermediaries typically charge
commissions, thereby shaping the overall market opportunity. For every new vehicle sold, approximately three to four used
vehicles are sold in India on average. Truckers require specialized insurance coverage for their vehicles, cargo, and liabilities,
and businesses can collaborate with insurance providers to offer customized policies that meet these unique needs. Similarly,
businesses can facilitate access to a network of certified service centers and mechanics, allowing truckers to schedule
maintenance appointments conveniently and receive prompt assistance in the event of breakdowns or mechanical issues.
Likewise, partnerships with reputable suppliers and distributors can offer truckers access to a wide range of genuine spare
parts at competitive prices.

Offering a one-stop solution, where all necessary services are consolidated in a single platform, is crucial as it simplifies the

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truckers' experience, saving them time and effort. Through leveraging its existing access to truckers and integrating additional
services like insurance, repairs, maintenance, and aftermarket spare parts into its digital infrastructure, the platform can
effectively streamline operations, improve efficiency, and drive greater value for all stakeholders in the trucking ecosystem.

Section 5: Key success factors for Digital Trucking Platforms

The trucking ecosystem provides diverse opportunities with large revenue pools. While the market needs a large number of
ingredients for success, the below are the most important driving principles of success of extracting value through organizing
and digitizing the space:

• Technology-first solutions

• Widespread physical presence

• Integrated single platform offerings

These factors have been covered in length below:

1. Tech-based businesses have scalability and the power of data.

Technology-based businesses are poised to gain a competitive edge in India's trucking ecosystem, leveraging the
scalability and customization capabilities. With the trucking ecosystem spanning across India, reaching truckers
across the vast landscape presents a distribution challenge for traditional solutions, leading to increased costs.
Technology addresses this issue by offering scalable and uniform solutions that can be customized to vernacular
languages, thereby reducing costs and improving revenues by streamlining operations and reducing market driven
inefficiencies. Digital platforms have the potential to bypass the current intermediary-led network, resulting in
further cost savings and higher revenues for truckers.

Furthermore, digital platforms can generate valuable data that can be utilized for cross-selling solutions and
enhancing the overall truck operator experience. By analysing this data, digital platforms can identify additional
services or products that may benefit truckers and offer them at opportune moments, thereby increasing revenue
streams. Moreover, the insights derived from this data can be used to tailor offerings to better meet the needs of truck
operators, ultimately improving their experience and fostering long-term loyalty to the digital platform. Thus,
technology-based businesses have a significant advantage in the trucking ecosystem in India, offering scalable
solutions, cost savings, and enhanced customer experiences through data-driven insights.

2. Physical presence and localized approach is vital for building trust.

Truck operators, especially in remote or rural areas, often prefer accessing services through physical touchpoints and
face-to- face interactions. Unfamiliarity with purely digital platforms leads to trust issues. These operators need
physical handholding to help them bridge this trust gap. Hence, a digital-only approach can struggle to meet the
specific needs and preferences of truck operators due to the absence of personal interaction. The lack of human touch
can hinder the adoption of these platforms.

To build trust, companies targeting the trucking sector should adopt a "phygital" approach combining digital
convenience with on-the-ground support. This hybrid model allows platforms to offer both scalability and localized
expertise, fostering stronger relationships and trust.

3. Integrated platform reduces the cost of acquisition and increases revenues.

In the trucking ecosystem, most companies provide solutions focused on solving a single problem, either tolling, or
telematics or vehicle financing, amongst others. Moreover, these solutions are often tailored to the broader industry
landscape rather than addressing the specific needs of truck operators in India. This causes a gap in meeting the
unique requirements of truck operators. Scaling such businesses often incurs high distribution costs due to their
nationwide presence. Therefore, companies offering multiple solutions on a single platform can leverage the same
distribution network to cross-sell their offerings, reducing overall acquisition costs and improving unit economics in
this traditionally challenging industry.

The synergy of these three elements grants companies a distinct competitive edge. The blend of digital platforms
with a physical network creates a formidable barrier against competitors which becomes challenging to replicate.
Integrated solutions not only reduce costs but also capture customer mindshare, enhancing brand loyalty and
recognition. This approach facilitates building an extensive network of truck operators and sets in motion a flywheel
effect where user experience and satisfaction grow with increased usage of offerings and services.

COMPETITIVE LANDSCAPE

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BlackBuck is the largest digital trucking platform in India.

India has started seeing the development of new-age businesses catering to the trucking industry. In India, traditionally, the
market to serve truck operators had players anchored around offering solutions at specific points of the operators’ journey.
For instance:

• Buying and selling of new trucks were enabled by dealerships of large manufacturers while the used-vehicle market
is largely unorganized and includes traditional networks of sellers and brokers.

• Financial services players and banks like Shriram Finance, ICICI Bank, IDFC First Bank, Axis Bank, HDFC Bank,
State Bank of India and Kotak Mahindra Bank among numerous others provided solutions around tolling and vehicle
financing.

• Load discovery and matchmaking were managed through unorganized network of brokers

• Fleet operations were supervised by truck operators themselves or through a few hired managers/supervisors, with
completely manual and offline processes

Vehicle financing is a competitive industry with established banks and NBFCs. These players possess extensive physical
presence with proven underwriting models and efficient collection services. Few of them are mentioned below.

Note: The list of the companies mentioned below is non-exhaustive and may have other related entities or may define metrics
differently and hence, may not be directly comparable.

Entity Name Metric Reported Commercial Vehicle Vehicle Loan (₹ billion) Mobile Application
Loan (₹ billion) (Yes/No)

Shriram Finance Limited AUM (Asset Under Yes

Management)
106,935,069.35 NA

Cholamandalam AUM Yes

Investment and Finance 33,171,331.71 84,498,844.98
Company Limited1

ICICI Bank Limited2 Loan Portfolio 31,426,314.26 92,635,926.35 Yes

IDFC First Bank Limited Gross Advances NA 20,827,208.27 Yes

Axis Bank Limited Loan Book – Auto Loans NA 58,747,587.47 Yes

State Bank of India Portfolio – Auto Loans NA 116,543,165.43 Yes

HDFC Ltd Gross Advances NA 102,784,027.84 Yes

Note(s): 1. Commercial vehicle loans for Cholamandalam Investment and Finance Company Limited includes Mini LCV, MUV, LCV and HCV as it does not
specifically report Commercial vehicle AUM. 2. Commercial vehicle loans for ICICI includes commercial vehicle and equipment.3. The companies
mentioned above may have other related entities or may define metrics differently and hence, may not be directly comparable due to inclusion/non-inclusion
of commercial vehicles, personal vehicles, two wheelers, construction equipment, farm equipment, used loans, new loans amongst others.4. Data is as of
March 2024 and have been converted to ₹ billion.

While these players are still prominent in the market, new-age tech-led players are disrupting it quite significantly. These
players differentiate by solving across the operators’ journey through integrated/end-to-end solutions. They leverage the
powers of technology and data to provide seamless services to truck operators while intelligently deploying feet on street to
reach them. A few of these players are BlackBuck, Wheelseye, Vahak, FleetX Loconav amongst others and these players
represent the new- age digital freight platforms for truck operators. However, amongst these disrupters, BlackBuck is the
largest player in terms of revenues of ₹2.9 billion for Fiscal 2024. Also, it is India’s largest digital freight platform for truck
operators, in terms of number of users, with 0.96 million truck operators in the country transacting on its platform in Fiscal
2024, which comprises 27.52% truck operators in the country.

BlackBuck has achieved this by being the market leader across multiple offerings. For instance, BlackBuck is the largest
distributor and technology provider of FASTags for truck operators in Fiscal 2024 in terms of gross transaction value (GTV) 1.
GTV payments are defined as the rupee value of total transactions made and not the revenue of the company. It is the largest

1 GTV refers to rupee value of total transactions. A transaction comprises all successful swipes by the customers in using FASTags and
all recharges by the customers using fuel cards. The customers recharge for tolling and fueling by depositing money into the account.
GTV is not synonymous to the revenue of the Blackbuck. Revenue is only the commission income in any fiscal period basis an agreed
percentage of the total GTV payments in the period.

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player with a market share2 (in terms of GTV payment) of 32.92% in Fiscal 2024 (compared to 26.42% in Fiscal 2023 and
22.55% in Fiscal 2022) in tolling for truck operator segment with a GTV of ₹147,936.77 million in Fiscal 2024, growing at
47.82% year on year from Fiscal 2023.

Blackbuck is the largest fuel loyalty management platform for truck operators in India in terms of GTV in Fiscal 2024, with
coverage enabling 72% of total fuel stations in India. This has enabled BlackBuck to be India’s largest payments platform for
truck operators, by catering to their top two expenses, i.e. Toll & Fuel Payments, in Fiscal 2024. Strong distribution and
fulfilment network has also led BlackBuck to become one of the largest players in the vehicle tracking market in India.

Among new-age digital platforms in the trucking sector, BlackBuck has the largest physical network (in terms of number of
touchpoints) across India as of June 30, 2024. As of June 30, 2024, it has sold and serviced its products across 628 districts
constituting 80% of India’s districts, including in all of the major transportation hubs and across 76% of the toll plaza network
in India with over 9,300 ground touchpoints.

BlackBuck exemplifies the integrated approach in its offerings, enabling broad user engagement through its platform and
physical touchpoints. This sets off a network effect, allowing them to introduce new services and solutions to a growing user
base. Such an integrated, phygital-led approach has enabled BlackBuck’s user engagement through its platform and physical
touchpoints, setting off network effects which allow for introduction of new services and solutions to its growing user base.

A few examples of listed companies in India and globally, that engage in one or more trucking activities are CE Info Systems
Limited, Fleetcor Technologies Inc and Full Truck Alliance Company Limited. C.E. Info Systems is a geo-spatial and geo-
location data and technology products and platforms company. Operating as “MapMyIndia”, the company is provider of
advanced digital maps, geospatial software and location-based IoT technologies, including proprietary digital maps as a
service (“MaaS”), software as a service (“SaaS”) and platform as a service (“PaaS”) and also provides telematics solutions
Fleetcor operates as a payments company that helps businesses and consumers manage vehicle-related expenses, lodging
expenses, and corporate payments in the United States, Brazil, the United Kingdom, among others. They offer fleet payment
solutions, which include fuel, tolls, parking, fleet maintenance, and long-haul transportation services, in addition to other
corporate payment solutions and offerings. Full Truck Alliance operates a digital freight platform in connecting shippers with
truckers to facilitate shipments across distance ranges, cargo weights, and types. They offer freight matching services, such as
freight listing and brokerage services, and online transaction services. They also offer various value-added services, such as
credit solutions, insurance brokerage, software solutions, electronic toll collection, and energy services.

Threats and Challenges

BlackBuck operates in a dynamic and evolving industry landscape, facing multiple challenges and threats as it strives to
enhance its product and service offerings.

Challenges

• Adoption of digital technology: Encouraging truck operators in India to adopt digital technologies, including digital
fuel cards and advanced telematics solutions like fuel sensors and dashcams, is a significant hurdle. However, global
companies mentioned above like Fleetcor, Wex and Samsara have achieved significant scale in these segments.

• Integrated service offerings: Adding related services such as insurance, repairs, and aftermarket spare parts on a
unified platform can require substantial effort and coordination.

• Scale-up of loads marketplace: India’s freight industry continues to be characterized by high intermediation due to
deeply entrenched local networks of brokers. Bridging this gap with truck operators through a mix of physical and
digital outreach, while continuing to increase the liquidity of the marketplace will require sustained effort. Only a
few companies such as Full Truck Alliance (FTA) in China have been able to build large businesses in this space.

Threats

• Competitive intensity in payments: Fleet payments landscape in India is very competitive, with established players
including multiple banks continuing to push for higher market share as the digital landscape evolves.

• Presence of strong traditional players in vehicle financing: Gaining market share can be challenging as traditional
NBFCs possess extensive physical presence with proven underwriting models and efficient collection services.

• Development of railways as an alternative to road freight: The Indian government has started to give impetus to
development of dedicated rail freight corridors. While this development will require substantial investment of capital
and time, this may lead to a reduction in dependence on trucking over the next few decades.

2 Market share arrived through the total transaction value of FASTags processed by Blackbuck (₹147,936.77 million) and total
transaction value of the commercial vehicle FASTags processed by all in India in Fiscal 2024 (₹449,353.75 million).

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Conclusion

India's rapid economic growth sets the stage for an expanding trucking sector, yet the industry's inherent inefficiencies pose
challenges for truck operators. These challenges persist due to the industry's fragmented nature across the country.
Addressing these issues presents substantial opportunities for companies competing in this domain. While digital platforms
offer scalability, maintaining a physical presence is crucial for building trust with truck operators. Companies that effectively
tackle these challenges stand to capture a significant market share in India's growing trucking industry. While there are
numerous players in the market that offer piecemeal solutions across the truck operators’ journey, it’s the new-age, tech-led
end-to-end players which have been able to disrupt the market. Out of these players, BlackBuck has been the most successful
in scaling across the nation with the largest truck operator user base and GTV in Fiscal 2024.

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 OUR BUSINESS

Some of the information in the following discussion, including information with respect to our business plans and strategies,
contains forward-looking statements that involve risks and uncertainties. You should read “Forward- Looking Statements”
beginning on page 32 for a discussion of the risks and uncertainties related to those statements and “Risk Factors”
beginning on page 34 for a discussion of certain factors that may affect our business, financial condition or results of
operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements.
The following information is qualified in its entirety by, and should be read together with, the more detailed financial and
other information included in this Red Herring Prospectus, including the information contained in “Risk Factors,” “Industry
Overview,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial
Information” on pages 34, 145, 354 and 239, respectively.

Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our
Restated Consolidated Financial Information for the three months ended June 30, 2024 and 2023 and Fiscals 2024, 2023 and
2022 included in this Red Herring Prospectus. For further information, see “Restated Consolidated Financial Information”
beginning on page 239. Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the 12
months ended March 31 of that year.

Unless otherwise indicated, or if the context otherwise requires, in this section, references to “the Company” or “our
Company” are to Zinka Logistics Solutions Limited on a standalone basis, and references to “the Group,” “we,” “us,” and
“our” are to Zinka Logistics Solutions Limited and its Subsidiaries, on a consolidated basis.

In Fiscals 2024, 2023 and 2022, we also operated a corporate freight business. We made a strategic decision to transfer the
corporate freight business to a third party, (the “Slump Sale”), which was completed on August 22, 2024. Thus, we have also
included in this Red Herring Prospectus, the Unaudited Pro Forma Financial Information as of and for the three months
ended June 30, 2024 and the year ended March 31, 2024. The Unaudited Pro Forma Financial Information has been
prepared to illustrate the impact of the Slump Sale and its impact on our financial position as at June 30, 2024 and March 31,
2024 as if the Slump Sale was completed on June 30, 2024 and March 31, 2024, respectively, and our financial performance
for the three months ended June 30, 2024 and the year ended March 31, 2024 as if the Slump Sale was completed as at April
1, 2024 and April 1, 2023, respectively. For further details, see “Pro forma Financial Information” on page 330 and “Risk
Factors –The Unaudited Pro Forma Financial Information included in this Red Herring Prospectus is presented for
illustrative purposes only and may not accurately reflect our future financial condition, financial position and results of
operations.” on page 58.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled “Indian
Trucking Market Opportunity Report” dated October 12, 2024 (the “Redseer Report”) prepared and released by Redseer
Strategy Consultants Private Limited Redseer and exclusively commissioned and paid for by us in connection with the Offer,
pursuant to an engagement letter dated February 27, 2024. A copy of the Redseer Report is available on the website of our
Company at www.blackbuck.com/investor-relations. Unless otherwise indicated, financial, operational, industry and other
related information derived from the Redseer Report and included herein with respect to any particular year refers to such
information for the relevant calendar year. For more information, see “Risk Factors — Internal Risks — Certain sections of
this Red Herring Prospectus disclose information from the Redseer Report which has been prepared exclusively for the Offer
and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for
making an investment decision in the Offer is subject to inherent risks” on page 43.

OVERVIEW

Who are we?

We are India’s largest digital platform for truck operators (in terms of number of users), with 963,345 truck operators in the
country transacting on our platform in Fiscal 2024, which comprises 27.52% of India’s truck operators (Source: Redseer
Report). India’s growing economy needs the support of robust logistical capabilities and small and medium size truck
operators are the backbone of logistics in the country. These truck operators are served through value chains which are
unorganized and fragmented, making their operations inefficient (Source: Redseer Report). We are on a mission to digitally
empower India’s truck operators, helping them manage their business and grow their income. Using our platform, our
customers (primarily comprising truck operators) digitally manage payments for tolling and fueling, monitor drivers and
fleets using telematics, find loads on our marketplace and get access to financing for the purchase of used vehicles.

Set out below is a graphic representation of certain key metrics related to our business.

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Truck operators use the BlackBuck mobile application (the “BlackBuck App”) for their diverse business needs. Set out
below are certain key highlights in relation to our business:

• Our gross transaction value (“GTV”) in payments was ₹53,562.01 million and ₹173,961.93 million in the three months
ended June 30, 2024 and Fiscal 2024, respectively. Our customers recharge for tolling and fueling through our
BlackBuck App into the payment instrument of the FASTag and fuel partners. Significant portion of this amount is
deposited into our account and onward remitted to our partners account. GTV payments do not represent the revenue of
our Company. Our commission income in any period/year is only an agreed percentage of the total GTV payments in that
period/year. Our methodology of disclosing the GTV may not be comparable to the methodology used by other platform
companies. For further details on our commission income, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Results of Operations” on page 359.

• Truck operators manage their truck-level tolling and fueling operations through the BlackBuck App, and gain cost
benefits and effective control over expenses through decreased risk of pilferage and unauthorized spending.

• Truck operators purchase telematics services such as vehicle tracking and fuel sensors to manage their drivers and fleets.
We had 390,088 and 356,050 average monthly active telematics devices in the three months ended June 30, 2024 and
Fiscal 2024, respectively.

• Truck operators use our loads marketplace product to search for loads to fill their empty capacities or to get a better price
for a load. We had 0.71 million and 2.12 million load postings in the three months ended June 30, 2024 and Fiscal 2024,
respectively, which enabled 133,369 and 256,685 truck operators to get a load during the same periods.

• Truck operators avail used commercial vehicle financing through our platform. As on June 30, 2024, we have facilitated
disbursements of 5,109 loans amounting to ₹2,527.56 million.

Our offerings solve critical problems for our customers and form an integral part of their daily lives. In the three months
ended June 30, 2024 and Fiscal 2024, our monthly transacting truck operators were active for more than 16.26 days and 16.18
days, respectively, in a month and on an average spent 41.54 minutes and 39.56 minutes, respectively, daily, on the
BlackBuck App. The needs of the trucking industry are very specific and the truck operator's demography in India is unique
(Source: Redseer Report). We have built our offerings and distribution strategy specifically for these users and the industry,
and we believe that this is the key underlying reason for the strong truck operator engagement on the BlackBuck App and the
market share we possess.

We follow an omnichannel customer onboarding and servicing strategy, which is made specifically for the demography of
our customer base. We have a digital-led marketing strategy which provides awareness of our solutions and brand to
customers. Using a combination of an on-ground sales force, channel partners and telesales we support customers through
their entire onboarding process. Among new-age digital platforms in the trucking sector, we have the largest physical network
(in terms of number of Touchpoints) across India and as of June 30, 2024, we have sold and serviced our products across 628
districts constituting 80% of India’s districts, including in all of the major transportation hubs and across 76% of the toll plaza
network in India (Source: Redseer Report). We have a digitally enabled network of 9,374 touchpoints to conduct onboarding
and servicing activities as of June 30, 2024. Our network is one of our core strengths and enables us to build trust with
customers and provides the necessary service infrastructure for our customers. For further details of our distribution strategy,
see “ – Omnichannel distribution network with robust sales and service strategy driving customer adoption” and “– Sales,
Distribution, Servicing and Marketing” on pages 170 and 185, respectively.

Certain key financial and operational information

The following table sets out certain key operational and financial information as of and for the periods/years indicated.

Key metrics Three months ended June 30, Fiscal

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 2024 2023 2024 2023 2022
Key Operating Metrics
Annual transacting truck operator1 units NA NA 963,345 761,871 482,446
Year-on-year growth9 % - - 26.44% 57.92% -
Average monthly transacting truck units 687,994 556,437 597,638 458,025 261,304
operator2
Year-on-year growth9 % 23.64% - 30.48% 75.28% -
Monthly to annual truck operator ratio % NA NA 62.04% 60.12% 54.16%
Monthly transacting users using at least units 310,989 225,209 259,011 152,151 54,417
twoservices3
Year-on-year growth9 % 38.09% - 70.23% 179.60% -
Gross transaction value of payments for ₹ in million 53,562.01 38,970.71 173,961.93 121,945.86 80,031.82
Fiscal Year4
Year-on-year growth9 % 37.44% - 42.66% 52.37% -
Total number of payments transactions units in 128.31 94.93 413.34 298.61 190.72
for Fiscal Year5 million
Year-on-year growth9 % 35.17% - 38.42% 56.57% -
Key Financial Metrics
Revenue from continuing operations ₹ in million 921.66 594.67 2,969.22 1,756.80 1,193.26
Year-on-year growth9 % 54.99% - 69.01% 47.23% -
Contribution margin6 ₹ in million 917.06 586.15 2,883.48 1,769.19 1,322.33
Year-on-year growth9 % 56.46% - 62.98% 33.79% -
Contribution margin (%)7 % 93.27% 91.07% 91.10% 90.68% 92.16%
Adjusted EBITDA8 ₹ in million 182.55 (58.13) 133.35 (1,544.65) (1,205.33)
1
Annual transacting truck operator is defined as unique truck operators that made at least one transactional activity on our platform during the
preceding financial year. Each truck operator is uniquely identified by mobile number to ensure accurate counting and prevent double-counting of
operators. Successful utilization of a service or product is defined based on the transaction criteria.
2
Average monthly transacting truck operator is defined as unique truck operators that have transacted at least once in a month, and such monthly
transacting truck operators average has been considered for the fiscal. Each unique truck operator is identified by the mobile number which the
BlackBuck App is linked to, to ensure accurate counting and prevent double-counting of operators. Successful utilization of a service or product is
defined based on the transaction criteria.
3
Monthly users of at least two services is defined as unique truck operators transacting in a given period, and who have successfully utilized at least two
distinct services or product offerings on our platform. A user is considered “onboarded” onto our platform if the onboarding criteria are met while
successful utilization of a service or product is defined based on the transaction criteria.
4
GTV Payments is defined as the rupee value of total transactions made in our payments business. A transaction comprises all successful swipes by
customers of our FASTags in the tolling business and all recharges by our customers in the fueling business. Our customers recharge for tolling and
fueling through our BlackBuck App into the payment instrument of the FASTag and fuel partners. Significant portion of this amount is deposited into
our account and onward remitted to our partners account. GTV payments do not represent the revenue of our Company. Our commission income in
any period/year is only an agreed percentage of the total GTV payments in that period/year. Our methodology of disclosing the GTV may not be
comparable to the methodology used by other platform companies. For further details on our commission income, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Results of Operations” on page 359.
5
Total number of payments transaction is defined as the total number of transactions made in our payments offering. A transaction comprises all
successful swipes by customers of our FASTags in the tolling business and all recharges by our customers in the fueling business.
6
Contribution margin is defined as Total Income excluding other gains/ losses (net) from continuing operations, minus the direct costs associated with
delivering service activities.
7
Contribution margin % is the percentage of Contribution Margin over Total Income excluding other gains/ losses (net) from continuing operations.
8
Adjusted EBITDA is defined as restated profit/(loss) before tax from continuing operations and adjusted for (a) finance costs (b) depreciation and
amortization expense (c) employee share-based payment expenses (d) other gains/ losses (net) and (e) exceptional items. EBITDA is calculated as
restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation expenses less exceptional item.
9
Year-on-year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by Previous Year Amount/
number.

INTRODUCTION TO OUR OFFERINGS

The BlackBuck App is a platform providing payments, telematics, loads marketplace and vehicle financing services. These
solutions aim to digitally empower truck operators and help them operate their business effectively and efficiently.

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Our offerings comprise the following:

Payments: Our payments platform provides solutions in relation to two significant expenses of truck operators, i.e., tolls and
fuel payments. We enable truck operators to make these payments efficiently and securely through our platform.

Tolling: We provide tolling solutions (FASTags) in partnership with FASTag Partner Banks. We are the largest distributor
and technology provider of FASTags for truck operators in Fiscal 2024 (in terms of GTV) (Source: Redseer Report). In
addition, we are the largest player with a market share (in terms of GTV payment) of 32.92% in Fiscal 2024 (compared to
26.42% in Fiscal 2023 and 22.55% in Fiscal 2022) in tolling for truck operator segment with a GTV of ₹147,936.77 million
in Fiscal 2024, growing at 47.82% year on year from Fiscal 2023 (Source: Redseer Report).

Fueling: We provide fueling payments solution through a cashless fuel payments platform, in partnership with multiple oil
marketing companies (“OMCs”). We are the largest fuel loyalty management platform for truck operators in India, in terms
of GTV in Fiscal 2024, with coverage enabling 72% of total fuel stations in India (Source: Redseer Report).

We generate revenue through these offerings primarily through (i) commission margins from FASTag Bank Partners on the
toll transaction flowthrough (based on the monthly transaction value of the FASTags distributed by us); and (ii) commission
margin from OMCs in fueling transaction flowthrough (based on either the monthly consumption volume of fuel or monthly
transaction value of fuel purchased). In addition to this, we also earn revenue through an activation or convenience fee from
truck operators in relation to FASTAgs, subscription fees to access specific services on the platform in relation to our tolling
offering and service fees in relation to our fueling offering for providing services such as distribution and recharge of fuel
cards, dedicated customer support, alerts and transaction history.

Telematics: We offer telematics solutions for truck operators that provide real-time visibility into fleet movements, route
optimization and enhanced fuel management, with the aim of increasing cost savings and improving efficiency. We provide
vehicle tracking and fuel monitoring solutions on our platform. We are one of the largest players for vehicle tracking
solutions in the trucking segment in India, with 356,050 average monthly active telematics devices in Fiscal 2024 and
390,088 average monthly active telematics devices in three months ended 30 June 2024 (Source: Redseer Report).

We generate revenue from truck operators through monthly or annual subscription fees.

Loads marketplace: Our loads marketplace efficiently matches truck operators (who need loads) with shippers (who are
looking for trucks) across commodities, load weights, truck types and distance ranges. Our loads marketplace is India’s
largest digital freight platform with 2.12 million digital loads posted in Fiscal 2024 (Source: Redseer Report). Through our
listing marketplace, registered shippers post loads on the BlackBuck Transporter mobile application (“BB Transporter
App”) to find a truck. The BlackBuck App thereafter provides recommendation-based loads to truck operators, matching
available trucks to shippers. In January 2024, we also started a freight brokerage business which is an extension of our listing
marketplace where we enable end-to-end logistics transactions for shippers. For the freight brokerage business model, we
leverage the listing marketplace to discover trucks which meet the shipper’s requirements, negotiate the price and payment
terms, and handle fulfillment responsibilities with the truck operator, on behalf of shippers.

We generate revenue through subscription fees which are charged to shippers for posting loads on the BB Transporter App.
We also charge subscription fees to truck operators for preferred matching services on the BlackBuck App. We offer various
subscription plans to shippers and truck operators. The loads marketplace offering is in the early stages of monetization.

Vehicle Financing: We enable truck operators to buy used commercial vehicles or to avail financing on an existing vehicle
by providing financing solutions. We primarily facilitate disbursement of credit in partnership with our Financial Partners.

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We generate revenue from our vehicle financing business through loan service fees. In addition, we are entitled to certain
other fees charged to the borrowers in the process of loan disbursal and collections, either partially or in full. For further
details, including in relation to our own-book model, see “– Our Offerings” on page 174.

We derive our revenues primarily through commission income from our payments offerings, subscription fees from a
combination of our telematics, payments and our loads marketplace offerings and service fees from our vehicle financing
offering. For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Principal components of our restated consolidated statement of profit and loss” on page 358.

Set out below is a breakdown of our revenue from continuing operations for the periods/years indicated.

Particulars Three months ended June 30, Fiscal

2024 2024 2024 2023 2022
(₹ in million)
Commission income 378.75 267.91 1,272.46 880.64 750.99
Subscription fees 353.65 227.98 1,178.89 742.75 391.09
Service fees 178.42 98.78 509.51 132.79 44.46
Others* 10.84 - 8.36 0.62 6.72
Revenue from continuing operations 921.66 594.67 2,969.22 1,756.80 1,193.26
* Others includes interest income from loans given, and revenues from other ancillary activities, which do not fall under any of the previous categories of
revenue.

MARKET OPPORTUNITY

The Indian trucking industry stands as a vital component of the nation’s logistics sector. With approximately 12.5 million
trucks and 3.5 million truck operators in Fiscal 2024, traversing Indian roads, the total freight value through trucks has
witnessed a steady growth rate of 8 to 9% CAGR over the past four years (from Fiscal 2020 to Fiscal 2024).

Trucking in India is highly fragmented in nature, with 75% of truck operators having less than five trucks. High
fragmentation in this industry is a result of multiple operationally complex processes required to run the business efficiently.
Further, high dependence on cash-handling increases leakages at various touchpoints, such as fuel, tolling and repairs and
maintenance. A majority of the operations of the truck operators are managed remotely. Hence, there is a significant lack of
visibility into the day-to-day activities of the trucks. This results in ineffective control, especially for fleet owners managing
multiple vehicles, who often remain unaware of their trucks' status once they are on the road.

The trucking industry offers vast revenue potential for companies that solve for challenges and inefficiencies, and enhance
value for truck operators. Innovating digital products to tailor solutions for meeting truckers’ specific needs and scaling these
offerings through strong distribution networks can unlock significant opportunities. The Indian trucking sector is a US$18 to
US$25 billion revenue pool in Fiscal 2024 and expected to reach US$35 billion by Fiscal 2028. (Source: Redseer Report)

OUR COMPETITIVE STRENGTHS

India’s largest digital platform for truck operators

We are India’s largest digital platform for truck operators (in terms of number of users) as of March 31, 2024, according to
the Redseer Report, and we facilitated over 413.34 million transactions for 963,345 annual transacting truck operators in
Fiscal 2024. We served 27.52% truck operators in India and facilitated 32.92% of the commercial vehicles tolling payments
in Fiscal 2024 (Source: Redseer Report). Our services are available across 628 districts, constituting 80% of India’s districts
as of June 30, 2024 (Source: Redseer Report).

Our current market position is the foundation upon which we continue to build, as the highly fragmented trucking industry in
India presents an immense opportunity for digital transformation. Our business model is centered around truck operators and
aims to solve their challenges by providing them a digital platform to manage tolling and fueling payments, track their fleet
real-time, find loads and financing for used vehicles to grow their business. Our ability to offer accessible solutions for Indian
truck operators such as the availability of the Blackbuck App in four vernacular languages (Hindi, Kannada, Tamil and
Telugu) in addition to English and physical presence and customer support at all hours for our customers is a key factor for
our position as India’s largest digital platform of truck operators (in terms of number of users) as of March 31, 2024.

We enjoy increasingly powerful network effects and operating leverage due to our scale and as our platform continues to
grow, it will further increase and enhance engagement with truck operators and shippers. These benefits are further outlined
in the section below.

Strong network effects of platform resulting in robust customer retention rates and higher monetization

We have a wide network of truck operators built over nine years of operations. We have been able to build a nationwide truck
operator base through targeted digital and telemarketing campaigns and effective nationwide on-ground teams. Through this,
we have been able to grow our customer base of annual transacting truck operators to 963,345 in Fiscal 2024 from 482,446 in
Fiscal 2022.

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As our platform attracts more truck operators, it becomes increasingly appealing to partners seeking access to our wide
network. As a result, the platform facilitates additional payment transactions, more active telematics devices and other
essential services, resulting in enhanced fleet management efficiency. Moreover, as truck operators utilize more of our
services, the platform gathers additional data, empowering us to refine our solutions and identify cross-selling opportunities.
This, in turn, bolsters the platform’s appeal to truck operators, fostering their loyalty and increasing their engagement. In
relation to our load marketplace offering, as the platform’s network of truck operators grows, it also attracts more shippers
seeking efficient load matching on the BB Transporter App. This results in potentially higher revenue generation
opportunities for truck operators, further reinforcing the platform’s value proposition for all stakeholders involved. Such
network effects are visible in the monthly transacting truck operators using more than two services, which as a percentage of
average monthly transacting truck operators grew to 43.34% in Fiscal 2024 from 20.83% in Fiscal 2022. For the three months
ended June 30, 2024, our monthly transacting truck operators using more than two services, as a percentage of average
monthly transacting truck operators was 45.20%.

Set out below is a graphic representation of the strong network effects of our platform.

We have achieved strong retention rates among our customers, driven by our offerings which aim to address key challenges
faced by our customers and our ability to continually innovate and offer new products to streamline our customers’
operations. We have high customer engagement rates since our offerings are an integral part of our customers’ operations,
with 62.04%, 60.12% and 54.16% of our annual transacting truck operators transacting on a monthly basis in Fiscal 2024,
Fiscal 2023 and Fiscal 2022, respectively.

Set out below are details of our cohorts of truck operators onboarded since Fiscal 2021:

Notes:
* Annual transacting truck operator is defined as unique truck operators that made at least one transactional activity on our platform during the fiscal.
Each truck operator is uniquely identified by mobile number to ensure accurate counting and prevent double-counting of operators. Successful
utilization of a service or product is defined based on the transaction criteria. Retention rates have been derived by multiplying the transacting truck
operators in the relevant fiscal by 100 and divided by transacting truck operators in the first year of transacting with our Company. For example:
93.51% is (the number of transacting truck operators in Fiscal 2022 from the Fiscal 2021 cohort) *100 / (number of transacting truck operators who
transacted for the first time with the Company in Fiscal 2021).

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Given the strong value proposition we offer to our truck operators, we are able to benefit from long term retention and
visibility of business from existing truck operators. Our platform retained 93.51% (in the first year), 76.04% (in the second
year) and 66.25% (in the third year) of the annual transacting truck operators who transacted on our platform for the first time
in Fiscal 2021. Our platform retained 87.82% (in the first year) and 64.36% (in the second year) of the annual transacting
truck operators who transacted on our platform for the first time in Fiscal 2022. Similarly, our platform retained 85.52% of
the annual transacting truck operators in the first year, who transacted on our platform for the first time in Fiscal 2023. Our
retention rate in the first year and second year reduced for the Fiscal 2022 and Fiscal 2023 cohorts compared to the Fiscal
2021 cohorts due to the substantial increase in the number of truck operators onboarded in Fiscal 2022 and Fiscal 2023, given
the Fiscal 2021 cohort was impacted by the COVID-19 pandemic. We had 963,345, 761,871 and 482,446 annual transacting
truck operators in Fiscal 2024, 2023 and 2022, respectively. On an absolute basis, the cohort of annual transacting truck
operators retained after the first year and second year has increased consistently.

Notes:
* Annual transacting truck operator is defined as unique truck operators that made at least one transactional activity on our platform during the fiscal.
Successful utilization of a service or product is defined based on the transaction criteria. Revenue retention rates have been derived by dividing the
revenue from a cohort of annual transacting truck operators onboarded in a fiscal divided by the revenue generated by the same transacting truck
operators in the first year of them transacting with our Company. For example: The revenue retention rate in Fiscal 2022 is calculated for the cohort
of annual transacting truck operators onboarded in Fiscal 2021 and is (revenue generated by transacting truck operators in Fiscal 2022)/ (revenue
generated by transacting truck operators in Fiscal 2021).

Our platform generated 3.17x (in the first year), 2.84x (in the second year) and 3.31x (in the third year) of the revenue
generated by annual transacting truck operators who transacted on our platform for the first time in Fiscal 2021. The revenue
retention in Fiscal 2022 observed a higher increase driven by a one-time substantial increase in activity of the truck operators
in Fiscal 2022 compared to Fiscal 2021, as the businesses of truck operators were impacted in Fiscal 2021 by the COVID-19
pandemic. Similarly, we generated 2.13x (in the first year) and 2.24x (in the second year) of the revenue generated by annual
transacting truck operators who transacted on our platform for the first time in Fiscal 2022. We generated 2.04x (in the first
year) of the revenue generated by annual truck operators who transacted on our platform for the first time in Fiscal 2023. The
increase in revenue retention rate is driven by an increase in the number of transactions, increase in pricing and increase in
number of services used by truck operators. This demonstrates that we are able to generate repeat, incremental revenue from
existing transacting truck operators.

Notes:
* Annual transacting truck operator is defined as unique truck operators that made at least one transactional activity on our platform during the fiscal.
Successful utilization of a service or product is defined based on the transaction criteria. Revenue per transacting truck operator has been derived by
dividing revenue from a cohort of annual transacting truck operators onboarded by our Company in a fiscal divided by the number of annual
transacting truck operators.

Our platform’s revenue per annual transacting truck operator increased from ₹704.65 in Fiscal 2021 (Year 0) to ₹2,388.00 (in
the first year), ₹2,635.66 (in the second year) and ₹3,525.67 (in the third year). Similarly, revenue per annual transacting
truck operator increased for Fiscal 2022 and Fiscal 2023 cohort as well. This was driven by an increase in the number of
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transactions by truck operators on our platform, an increase in our services used by truck operators and an increase in
monetization of our services. Further, due to higher usage and improved monetization, the revenue per annual transacting
truck operator in the initial year has consistently increased from ₹704.65 in Fiscal 2021 to ₹1,643.50 in Fiscal 2024.

Repeatable playbook of creating and launching new offerings

We focus on addressing challenges faced by truck operators in India by creating innovative solutions. We aim to create new
offerings that fill market gaps and meet customer needs. Using an agile product development approach, we utilize feedback
from our customers, to develop products which address their pain points in operations. When our product is primed for
release, we implement a launch strategy that leverages our existing marketing channels and physical touchpoints to target a
faster adoption among customers, at a lower cost.

We were able to generate a significant scale of customers with the launch of our payments offerings. As we acquired more
customers through our payments offering and started seeing higher engagement of customers on our platform, we thereafter
launched our telematics offering. The strength of the existing customer base coupled with the depth and scale of our sales and
distribution network helped us scale the adoption of our telematics offerings rapidly. We then launched our loads marketplace
offering, which saw acceptance within nine months from our customer base. This is reflected in the fact that it took 33 months
for 100,000 customers to subscribe to our payments offerings, 22 months for 100,000 customers to purchase GPS-BB 100
(one of our primary vehicle tracking solutions models) and nine months for 100,000 customers to use our loads marketplace
offering. We have been able to achieve this primarily due to the platform-led strong network effects playing out in our
business, value- add of our services for our customers and the strength of our omnichannel sales and distribution strategy.

Omnichannel distribution network with robust sales and service strategy driving customer adoption

Truck operators in India are spread across metro, urban and rural communities. Building trust with truck operators on digital
platforms requires significant handholding, due to a perceived lack of trust and familiarity with smartphone applications
(Source: Redseer Report). We aim to solve this gap in trust and familiarity through our sales and service strategy. Our
distribution strategy, covering both sales and servicing, is a mix of digital and physical Touchpoints to cater to the specific
requirements of this set of users.

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*Map not to scale

We use a mix of digital marketing and targeted notifications through the BlackBuck App and our 9,374 Touchpoints (as of
June 30, 2024) on the ground, to acquire new customers, as well as cross-sell/upsell our products to existing customers. As

of June 30, 2024, our Touchpoints include a 843-member telesales unit that reaches out primarily to our existing customers
for upselling and cross-selling our products as well as 587 channel partners through whom we reach out to truck operators for
sales across multiple product offerings. As of June 30, 2024, we have sold and serviced our products in 80% of India’s
districts, including in all the major transportation hubs and across 76% of the toll plaza network in India (Source: Redseer
Report). We also have implemented a robust customer servicing strategy, to ensure that the needs of our existing customers
are met. We offer multiple avenues for customer servicing, including the BlackBuck App, where our customers can resolve
issues through self-service options, an on-field service network, customer support through a dedicated hotline, and our
channel partners. As a result of our sales, distribution and marketing strategies, we have been able to increase our base of
annual transacting truck operators to 963,345 customers in Fiscal 2024 from 761,871 in Fiscal 2023 and 482,446 in Fiscal
2022.

Scalable and reliable in-house technology integrating with multiple stakeholders

A significant percentage of truck operators in India rely on professional drivers to run their vehicles. This means that truck
operators need to manage their operations remotely, which makes their task even more complex (Source: Redseer Report).
Accordingly, the need for reliable and real-time technology to efficiently run their operations is critical. Being a solution
provider, focused exclusively on truck operators, we have developed most of our technology stack and solutions in-house
aimed at providing reliable, accurate and real-time solutions to several key challenges faced by truck operators in India
through our platform. We have a dedicated in-house product, engineering and data science team which develops technology
layers enabling our comprehensive suite of solutions to address these challenges and they are assisted by inputs from our
customers to ensure continuous feedback-driven new product development.

Our customers rely on the BlackBuck app for running the day-to-day operations of their business, including tolling and
fueling payments, vehicle and fuel levels tracking and loads matching. This requires us to build applications which have user-
friendly interfaces, and are light and fast, and this also needs high uptime of our backend systems. To achieve this, we follow
a micro- service-oriented platform architecture, which comprises of small, maintainable and scalable building blocks. This
architecture results in higher reliability and up-time of our platform for our customers

Our technology layers primarily comprise of: (i) an app and business layer; (ii) a partner integration layer; and (iii) a platform
and big data layer.

App and Business Layer

We have multiple customized applications which serve our truck operators as well as other business stakeholders (including
channel partners, shippers and sales teams). Each of these applications is integrated with independent business layers
including payments, telematics, vehicle financing and loads marketplace. Such integration enables us to independently
modify, test and deploy any new requirements quickly and efficiently. Our app is designed with an optimal mix of
development technologies and programming languages to ensure consistent customer experience across all different types of
customer devices.

Partner Integration Layer

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We have multiple offerings which require complex interfacing and integration with many different partners and systems,
including partner banks, OMC Partners and different transportation management systems (“TMS”). The partner integration
layer is responsible for integration with our partners.

Platform and Big Data Layer

Our platform and big data layer handles a large amount of real-time data from our customers, including details of
transactions, locations, fuel levels and application click stream events. This layer is able to process high volumes of data
promptly allowing us to reliably operate the app and business layers on top of it. The dynamic capability of this layer ensures
that as we add more users and newer features on the platform, the systems are able to absorb increasing scale efficiently.
Access to vast amount of real time data on a pan-India basis helps us customize our offerings and address the needs and pain-
points of our customers.

High growth business with operating leverage and strong unit economics

Our asset-light business model is based on offering services to truck operators, and generates revenue through platform fees,
subscription fees and commissions. We neither take any inventory risk nor own trucks on our balance sheet, and mainly
distribute loans through our Financial Partners.

Our business model has predictable revenue streams such as tolling and fueling payments, that are daily use cases for our
truck operators, and telematics has monthly recurring subscription fees. We believe we are a high-growth company, given
that the trucking industry offers vast revenue potential for companies that solve challenges and inefficiencies and enhance
value for truck operators (source: Redseer Report). As we have scaled our operations in the last three fiscal years, we have
achieved high contribution margin and have been able to improve our operating leverage and Adjusted EBITDA margins.

Key metrics Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Year-on-year growth in revenue from % 54.99% - 69.01% 47.23% -
continuing operations4
Contribution Margin1 ₹ in million 917.06 586.15 2,883.48 1,769.19 1,322.33
Adjusted EBITDA Margin2 % 18.57% (9.03)% 4.21% (79.18)% (84.01)%
Operating Leverage3 % 72.73% NA 150.59% (75.94)% -
Notes:
1
Contribution margin is defined as Total Income excluding other gains/ losses (net) from continuing operations, minus the direct costs associated with
delivering service activities.
2
Adjusted EBITDA Margin is defined Adjusted EBITDA divided by total income from continuing operations, excluding other gains/losses (net). Adjusted
EBITDA is defined as restated profit/(loss) before tax from continuing operations and adjusted for (a) finance costs (b) depreciation and amortization
expense (c) employee share-based payment expenses (d) other gains/ losses (net) and (e) exceptional items.
4
Year-on-year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by Previous Year Amount/
number.

Promoter-led management team and an experienced board

Our management team comprises our Promoters, Rajesh Kumar Naidu Yabaji, Chanakya Hridaya and Ramasubramanian
Balasubramaniam, who have played an active leadership role in shaping our growth and cumulatively have 52 years of work
experience. Our Promoters are supported by an experienced management team (comprising SMPs and KMPs) of
professionals who have strong functional expertise in their respective domains with average work experience of over 15
years. Our management team (comprising promoters, CFO and senior management personnel) have an average tenure at our
Company of about six years in the last nine years since the incorporation of our Company, thus providing a stable leadership.
We also have a diversified board of directors that we believe has the expertise and vision to manage and grow our business,
with experience across each of our verticals.

Each member of our leadership team (comprising our board and our KMPs and SMPs) brings functional expertise honed
through several years of industry experience and meritorious backgrounds from institutions such as the Indian Institutes of
Technology, Kharagpur, Kanpur and Delhi, the Indian Institute of Management, Bangalore, XLRI, Jamshedpur and the
Institute of Chartered Accountants of India. Our team has a blend of entrepreneurial experience and well-qualified
professionals, fostering a well- rounded team with expertise, which enables us to excel and drive innovation and provides us
with the ability to manage and grow our business. The diverse experience within our leadership team serves as a cornerstone
of our strength, ensuring a dynamic approach to driving our Company forward. We believe that our experienced management
team positions us well to capitalize on future growth opportunities.

OUR STRATEGIES

Leveraging our deep understanding of the trucking ecosystem and the challenges faced by truck operators, we have devised a
comprehensive growth strategy aimed at solidifying our market position, enhancing our product offerings, and achieving
sustainable profitability.

Our key strategies are as follows:

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Deepen distribution and continue strengthening the truck operator base

Our success in the logistics industry can be attributed primarily to our investments made towards distribution and servicing
for our customers. Our distribution strategy is well aligned with the demography of our customer base and the nature of our
products and solutions, which we believe has brought us continuous success over the years. We intend to continue to focus on
growing our customer base by attracting new transacting truck operators to our platform. We will do this by investing in
deepening our distribution base and increasing the density of our distribution in key strategic pockets across India, where our
proportionate market shares are lower, such as Gujarat, Karnataka and Tamil Nadu (source: Redseer Report). This will make
our offerings available to a larger number of truck operators and allow us to gain market share. We will also continue to focus
on increasing engagement with our existing base of truck operators to use our platform more frequently, including by
investing towards our sales and marketing initiatives. Also see “Objects of the Offer – Details of the Objects – Funding
towards sales and marketing costs” on page 121.

Continue investing in our core verticals of payments and telematics

Our core offerings of payments and telematics have scaled significantly over the last three years. In order to grow these
offerings, we have continually built strong customer value proposition. The fuel sensor is one of our newest products in our
telematics offering and we intend to continue to work on its product value proposition and customer experience, with an aim
to increase customer acceptance and reliance. We believe these offerings will continue to grow in the upcoming years, driven
by further investments towards our distribution capabilities as well as the projected growth of India’s trucking industry,
which, according to the Redseer Report, is expected to grow at a CAGR of 8% to 9% from Fiscal 2024 to Fiscal 2028.
Further, the vehicle tracking market penetration is at 40% to 45% in Fiscal 2024 and is estimated to grow up to penetration
level of 65% to 70% in Fiscal 2028 (Source: Redseer Report). To support this growth, we intend to continue investing in sales
and marketing activities, building technology infrastructure to handle the growing scale and continue to strengthen our
customer experience in payment and telematics.

Focus on growing our loads marketplace and vehicle finance verticals

Our customer base of 963,345 truck operators, as on March 31, 2024, provides us with the opportunity to offer new products
to existing customers and develop newer offerings by leveraging data and insight into the day-to-day operations of truck
operators. Our loads marketplace and vehicle financing offerings are currently in their growth phase, and we aim to continue
to expand these offerings.

In context of our loads marketplace offering, the availability of real-time data signals of our customers’ trucks enables us to
match them with demand (from shippers), helping them maximize their utilization and earnings. We intend to focus on
growing the loads marketplace in the upcoming years through investments in product and technology. Further, based on the
performance of the freight brokerage offering, we propose to expand use of this offering to other cities across the country.

We started our vehicle finance business in June 2022 on a pilot basis, by serving a small segment of customers, with
financing arrangements with our Financial Partners and began fully fledged operations in Fiscal 2024. We believe that our
understanding of our customers, trucking routes, asset deployment and real-time data on trucks enables us to cater to the
requirements of both financial institutions and truck operators looking to seek vehicle financing. Leveraging our strengths, we
believe we have been able to establish the product market fit for this business, having facilitated disbursements of 5,109 loans
amounting to ₹2,527.56 million up to June 30, 2024. As of June 30, 2024, we provide vehicle financing to customers in 52
districts across seven states in India. We intend to continue growing this business, including by investing in BlackBuck
FinServe Private Limited (“BFPL”). Also see “Objects of the Offer – Details of the Objects – Investment in Blackbuck
Finserve Private Limited, our wholly owned NBFC subsidiary, for financing the augmentation of its capital base to meet its
future capital requirements” on page 124.

Continue to innovate, launch new offerings and solve problems for truck operators

We follow a customer-centric approach in our business, which involves actively listening to the evolving needs of our
customers and developing innovative solutions to address the pain points of the typical Indian truck operator. This has helped
us to launch multiple offerings since our incorporation. As we onboard more truck operators onto our platform and gather
more operational data, we continue to gain deeper insights into their operating challenges. This enables us to create tailored
product offerings which simplify operations, improve efficiency, and enhance profitability for our truck operator partners. We
intend to continue investing towards our product development initiatives to launch new offerings. We aim to continue to
leverage our domain expertise, data-led insights, and technology capabilities to continuously iterate and expand our suite of
products and services, ensuring that we remain at the forefront of addressing the evolving needs of the trucking ecosystem.
Also see “Objects of the Offer – Details of the Objects – Funding of expenditure in relation to product development” on page
126.

Continue to scale and invest in technology infrastructure and data science capabilities

Technology and data science are at the core of the products we develop for truck operators. Our scale of operations and nature
of businesses, in particular the payment and telematics verticals, require us to invest in building technology capabilities. As
the scale of our operations continue to increase and we launch new offerings, we need to continuously build technology to

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manage scale. In the vehicle financing space, we intend to innovate through technology-enabled loan origination system,
fraud detection and prevention systems, and sales enablement products. In newer telematics offerings of fuel sensors we will
invest in further product development to enable affordability and accuracy to scale ahead. Our multiple business offerings
also rely on usage of data capabilities, which help build intelligence interfaces and enable optimization of operations for our
customers. With the scale of real-time data collection continuing to increase and our aim to introduce new products and
offerings which will create value for customers, we will continue to invest in our technology and data science capabilities.
Also see “Objects of the Offer – Details of the Objects – Funding of expenditure in relation to product development” on page
126.

OUR OFFERINGS

The BlackBuck App serves as a platform providing payments, telematics, loads marketplace and vehicle financing services.
These solutions digitally empower truck operators and help them realize their objectives effectively and efficiently.

Our offerings comprise (1) payments; (2) telematics; (3) loads marketplace; and (4) vehicle financing.

Payments

Our payments platform provides solutions in relation to two expenses of truck operators, i.e., toll and fuel payments. We
enable truck operators to make these payments efficiently and securely through the BlackBuck App, giving them control and
visibility over these key expenses. Using our insight into problems faced by truck operators and other demographics, together
with our product development capabilities, we have become India’s largest payment platform for truck operators as of June
30, 2024 (Source: Redseer Report). As of March 31, 2024, we are the only company which provides an end-to-end digital
platform catering to truck operators in India.

Tolling

Electronic toll collection, led by FASTag, was mandated by the Government of India on December 1, 2019 across all national
highways in India. This mandate changed the way truck operators functioned because, prior to this, digital payment adoption
was low in the logistics industry (Source: Redseer Report).

We are the largest player (in terms of GTV payment) in tolling for the truck operator segment with a GTV of ₹147,936.77
million in Fiscal 2024, growing at 47.82% year on year from Fiscal 2023 (Source: Redseer Report). We have partnered with
FASTag Partner Banks for the issuance of FASTags. We provide end-to-end technology support for truck operators from the
point of sale of a FASTag to recharging the balance, chargebacks, instant refunds, uptime and on-ground support.

Leading player in truck tolling, with a 32.92% market share in Fiscal 2024 (Source: Redseer Report)

We had a market share in terms of GTV payments of 32.92% in the truck tolling segment in Fiscal 2024, compared to 26.42%
in Fiscal 2023 and 22.55% in Fiscal 2022 (Source: Redseer Report).

Even though market penetration of FASTags reached 96% by Fiscal Year 2021, according to the Redseer Report, we have
continued to increase our market share in terms of GTV payments consistently over the last three years. Set out below are
certain metrics in relation to our tolling offering:

Key metrics Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
GTV payments (tolling)1 ₹ in million 46,133.70 33,368.98 147,936.77 100,082.08 60,096.65
Year-on-year growth2 % 38.25% - 47.82% 66.54% -
Number of transactions units in million 127.89 94.61 411.84 297.24 189.33
Year-on-year growth2 % 35.18% - 38.55% 56.99% -
Tolling Market Share* % - - 32.92% 26.42% 22.55%
Note:
1 .
GTV payments (tolling) is defined as the rupee value of total successful transactions made in relation to our tolling business. A transaction comprises
all swipes by customers of our FASTags in the tolling business. Our customers recharge for tolling and fueling through our BlackBuck App into the
payment instrument of the FASTag and fuel partners. Significant portion of this amount is deposited into our account and onward remitted to our
partners account. GTV payments do not represent the revenue of our Company. Our commission income in any fiscal period/year is only an agreed
percentage of the total GTV payments in that period/year. Our methodology of disclosing the GTV may not be comparable to the methodology used by
other platform companies. For further details on our commission income, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Results of Operations” on page 359.
2.
Year-on-year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by Previous Year Amount/
number.
* Source: Redseer Report

Our platform is deeply integrated with partners for a quality customer experience

Our customers manage our FASTags using the BlackBuck App. We have integrated with FASTag Partner Banks to provide
an effective tolling experience for our customers.

Set out below is a graphic representation of how our tolling solution works.

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Our tailormade tolling solution for truck operators

The trucking segment contributed to over 75% of the total toll expenditure in Fiscal 2024, driven by higher toll fares for
trucks and high frequency of movement on toll highways as compared to passenger vehicles. This makes a truck operator a
significant tolling user who spends the highest in tolls (an average of ₹16,000 to ₹18,000 per month in Fiscal 2024) and also
uses the tolling service the most frequently (an average of 50 swipes per month in Fiscal 2024). For a truck operator, in
addition to the challenges in adoption of digital payments, FASTag downtimes, incorrect toll deductions and non-availability
of support infrastructure in the context of electronic toll collection make it difficult to use any off-the-shelf FASTag available
in the market. (Source: Redseer Report)

In June 2024, we provided 99.68% FASTag uptime (monitored through our infrastructure with data center, network links, and
clustered servers). We leverage our distribution, support network and technology to drive our FASTag penetration to truck
operators. This has helped us become the largest distributor and technology provider of FASTags (in terms of GTV) for truck
operators in India in Fiscal 2024 (Source: Redseer Report).

Strong differentiation making our tolling solution the preferred choice for truck operators

Our toll payment solution has been designed considering the significant toll usage of truck operators. Some of the key
highlights for our tolling solution are: the BlackBuck App is available in four vernacular languages (in addition to English)
making the application accessible to truck operators familiar with the vernacular language, which enables ease of recharging
of FASTags, on-ground support network of 9,374 physical Touchpoints (as of June 30, 2024), and products such as FASTag
Gold, a subscription service which provides value added services to subscribers such as guaranteed double deduction refund,
priority customer support and protection from getting blacklisted at the toll plaza through auto-recharge and free tag
replacement. We are also the primary point of contact for our customers on any issues or concerns related to our FASTags.
For information on our customer support network, see “– Sales, distribution, servicing and marketing” on page 185.

Predictable and recurring revenue model

We generate revenue from truck operators in the form of convenience fees, platform fees and subscription charges, while our
FASTag Partner Banks pay us commission on the toll transaction flowthrough. Commissions which are payable to us by
FASTag Partner Banks are dependent on government denominated program management fees. For further details see “Risk
Factors – Our business is subject to various laws and regulations which are constantly evolving. If we are deemed to be not
in compliance with any of these laws and regulations, our business, results of operations and financial condition may be
materially and adversely affected” on page 41.

A truck operator is a significant tolling user who spends the highest in tolls and uses the tolling service the most frequently,
with an average 50 swipes per month in Fiscal 2024. (Source: Redseer Report). Accordingly, we have reasonable visibility of
our revenues once we have onboarded a truck operator, given we earn commission from FASTag Partner Banks on each
transaction facilitated through the FASTags distributed by us.

Service Provider Agreements and Business Correspondent Agreements

We enter into service provider agreements or business correspondent agreements with our FASTag Partner Banks for
distribution of FASTags issued by the relevant FASTag Partner Bank on a non-exclusive basis and management of end-to-
end customer lifecycle. The term of these agreements ranges from five years to 20 years.

Also see “Risk Factors – Internal Risks - We depend on our business partners in our payments and vehicle financing
offerings. Our partners in our payments offering contribute to a significant portion of our revenues (41.04% and 42.50% of
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total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and one of
our FASTag Partner Banks contributed to 29.62% and 33.51% of total revenue from continuing operations in the three
months ended June 30, 2024 and Fiscal 2024, respectively. The loss of any such partners may adversely affect our business,
results of operations and financial condition.” on page 35.

Fueling

Toll and Fuel payments constitute one of the largest outlays for truck operators. These expenses constitute almost 80% of the
spend for a typical truck operator (Source: Redseer Report). The trucking industry primarily operates on a cash basis for daily
activities like fueling, paying driver wages, and maintaining vehicles, with approximately 25% to 30% of all fuel payments by
truck operations in India being in cash. This cash-centric approach increases the risk of pilferage and unauthorized spending.
Drivers may also inflate expenses to pocket the difference, leading to higher operational costs. (Source: Redseer Report)

Set out below is a graphic representation of how our fueling payment solution works.

Our fueling payments solution aims to resolve these challenges by offering truck operators a cashless fuel payments card,
which we provide in partnership with multiple OMCs. These cards are accepted at certain designated fuel retail outlets of our
OMC partners. We are the largest fuel loyalty management platform for truck operators in India with coverage enabling 72%
of total fuel stations in India (Source: Redseer Report).

Customers also earn reward points and cashback rewards while paying through the fueling cards. Further, we also have tie-
ups with certain fuel pumps of our OMC Partners at specific locations, through which our customers can earn additional
reward points.

Set out below are details of our fuel transactions for the periods indicated.

Key metrics Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
GTV payments (fueling)1 ₹ in million 7,428.31 5,601.73 26,025.15 21,863.78 19,935.18
Year-on-year growth2 % 32.61% - 19.03% 9.67% -
Number of transactions in million 0.43 0.32 1.50 1.36 1.39
Year-on-year growth2 % 33.11% - 10.08% (1.76)% -
Note:
1
GTV payments (fueling) is defined as the rupee value of total successful transactions made in relation to our fueling business. A transaction comprises
all recharges by our customers in the fueling offering. Our customers recharge for tolling and fueling through our BlackBuck App into the payment
instrument of the FASTag and fuel partners. Significant portion of this amount is deposited into our account and onward remitted to our partners
account. GTV payments do not represent the revenue of our Company. Our commission income in any period/year is only an agreed percentage of the
total GTV payments in that period/year. Our methodology of disclosing the GTV may not be comparable to the methodology used by other platform
companies. For further details on our commission income, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Results of Operations” on page 359.
2
Year-on-year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by Previous Year Amount/
number.

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*Our customers recharge for tolling and fueling through our BlackBuck App into the payment instrument of the FASTag and fuel partners.
Significant portion of this amount is deposited into our account and onward remitted to our partners account. GTV payments do not
represent the revenue of our Company. Our commission income in any period/year is only an agreed percentage of the total GTV payments
in that period/year. Our methodology of disclosing the GTV may not be comparable to the methodology used by other platform companies.
For further details on our commission income, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Results of Operations” on page 359.

Single platform combining the top loyalty programs in India

According to the Redseer Report, we are the largest fuel loyalty platform in India for truck operators in terms of GTV in
Fiscal 2024. We have partnered with OMC Partners for fuel payments, and such OMC Partners provide their loyalty program
over our platform through API-led deep technology integration.

Enable truck operators to make fuel payments remotely

We provide both physical and digital cards (issued in partnership with our OMC Partners) for fuel payments, catering to the
needs of our customers. Our digital cards are more commonly used among our customers, with over 99.12% of cashless
fueling transactions in Fiscal 2024 through the BlackBuck App taking place using digital cards. Digital cards help truck
operators make fuel payments remotely and securely through two-factor authentication (“2FA”).

Predictable and recurring revenue model

We generate revenue from truck operators, in the form of half-yearly subscription fees, while our OMC Partners pay us a
commission margin on the fuel transaction flowthrough, based on the: (a) monthly consumption volume of fuel; and (b)
monthly transaction value of fuel purchased. Since fueling is a necessity for truck operators, there is reasonable visibility as to
our recurring revenues from fueling once we have onboarded a truck operator for our fueling payments solution.

Agreements with OMC Partners

We enter into agreements with OMC Partners pursuant to which we distribute fuel cards and onboard truck operators on their
respective loyalty programs. The term of these agreements is up to four years. These loyalty programs of our OMC Partners
enable truck operators to purchase fuel, lubricants and other products and services available at the designated fuel outlets of
our OMC Partners using a prepaid physical or digital fuel card. Further, we also have tie-ups with certain fuel pumps of our
OMC Partners at specific locations, through which our customers can earn additional reward points.

Also see “Risk Factors – Internal Risks - We depend on our business partners in our payments and vehicle financing
offerings. Our partners in our payments offering contribute to a significant portion of our revenues (41.04% and 42.50% of
total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and one of
our FASTag Partner Banks contributed to 29.62% and 33.51% of total revenue from continuing operations in the three
months ended June 30, 2024 and Fiscal 2024, respectively. The loss of any such partners may adversely affect our business,
results of operations and financial condition.” on page 35.

Telematics

In today’s digital age, real-time information availability and monitoring of vehicles is critical for efficient fleet management.
Telematics solutions make this very accessible with just a few clicks. (Source: Redseer Report)

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Penetration for vehicle location tracking solutions in trucks has gone up from 20% in Fiscal 2021 to 40% to 45% in Fiscal
2024 in India, compared with a penetration of 72% in the United States. It is expected that penetration for vehicle tracking
solutions in India will also rise to these levels in the next four years, which will drive the market. In relation to advanced
telematics solutions such as fuel sensors, developed economies such as the United States, witness high adoption rates, with
advanced telematics penetration at approximately 20%, whereas penetration in India is less than 1%. (Source: Redseer
Report)

We offer telematics solutions for truck operators that provide real-time visibility into fleet movements, route optimization and
enhanced fuel management, with the aim of increasing cost savings and improving efficiency for our customers. We have
identified certain key telematics requirements for truck operators in India and provide vehicle tracking and fuel monitoring
solutions on our platform.

Vehicle tracking

We are the one of the largest players in the vehicle tracking market in India, with 356,050 average monthly active telematics
devices in Fiscal 2024 and 390,088 average monthly active telematics devices in three months ended 30 June 2024 (Source:
Redseer Report). Our vehicle tracking solution goes beyond real-time location tracking, and tracks driver behavior, such as
over-speeding, harsh braking and harsh acceleration, theft protection, geo-fence-based alerts, which can alert the truck
operator when a driver deviates from their route and delivery time estimation, all of which can be tracked on the BlackBuck
App. We offer both AIS and no-AIS GPS tracking model with GPS-BB 100 (one of our primary vehicle tracking solutions
models). In addition to truck operators, our application is also integrated with over 36 companies and transportation
management system (“TMS”) providers as of June 30, 2024, enabling truck operators to share their vehicle tracking data with
their customers, i.e., shippers and other companies, thereby eliminating the need for installing separate tracking devices.

In addition, our tracking solutions also track and notify our customers of any harsh accelerations and/or braking which
signifies the quality of the driving behavior which in turn impacts the costs related to mileage and maintenance. Our vehicle
tracking device has a security mechanism that allows customers to remotely lock the engine through the BlackBuck App
immediately in case of theft.

Set out below is a graphic representation of how our vehicle tracking solution works.

We have built an extensive network of on-ground technicians

One of our advantages is our network of more than 1,050 on-ground technicians located across India, as of June 30, 2024, that
are available to provide services in relation to our telematics devices. Our technicians use our in-house mobile application
(the “BB Pro App”), which helps them receive and fulfill repair or installation jobs for tracking devices from truck operators.
The BB Pro App also helps technicians validate the quality of their job through a rating mechanism. With the combined
strength of our network of technicians and technology, in the six months ended June 30, 2024 and Fiscal 2024, we were able
to service more than 82.79% and 81.91%, respectively, of the repair tickets within 72 hours of reporting.

Vehicle tracking market is further opening up with government mandates

In India, the implementation of the Automotive Industry Standard 140 (the “AIS-140”) protocol has been pivotal in
mandating the installation of GPS devices in trucks requiring fitness certificates and specific mining permissions to improve
safety, security and compliance. This regulatory requirement has significantly increased the adoption of telematics devices
within the trucking industry, enhancing monitoring capabilities and promoting operational efficiency. As a result of these
mandates, the penetration of telematics devices in the transportation sector has significantly increased. Penetration for vehicle
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location tracking devices in total trucks has increased from 20% in Fiscal 2021 to 40% to 45% in Fiscal 2024. (Source:
Redseer Report)

Arrangements for supply

We typically purchase the hardware for our vehicle tracking solutions pursuant to purchase orders with suppliers based in
India. We also have in place a service agreement for a term of five years with one of our suppliers, with an option to renew by
mutual consent.

Also see “Risk Factors – We depend on certain key suppliers to procure a significant portion our vehicle tracking solutions,
who in turn import may their supplies from outside India. Any loss of relationship with these suppliers or any supply chain
disruption or policy changes in relation to these geographies outside India could adversely affect our business, results of
operations and financial condition.” on page 37.

Subscription-based revenue model

We generate revenue from truck operators through subscription fees which are typically payable for a period ranging from
one month to six years.

Fuel sensor

We launched our fuel monitoring offering in Fiscal 2024. A fuel sensor is a device installed in the fuel tank of a truck that
monitors various metrics such as fuel viscosity and rate of fuel consumption, among others. Fuel sensors enable our
customers to understand and keep track of their fuel consumption patterns. In the three months ended June 30, 2024, we
installed 293 fuel sensors for our customers.

Arrangements for supply

We purchase fuel sensors pursuant to a service agreement with a supplier based in India. The service agreement is for a term
of two years, with an option to renew for a further two years on mutually agreed terms. In addition to providing us with the
fuel

sensors, the supplier is also responsible for installation services, providing training to the customer and on-ground servicing
for the first year after installation. The service agreement with the supplier is on a non-exclusive basis.

Also see “Risk Factors – We depend on certain key suppliers to procure a significant portion our vehicle tracking solutions,
who in turn import may their supplies from outside India. Any loss of relationship with these suppliers or any supply chain
disruption or policy changes in relation to these geographies outside India could adversely affect our business, results of
operations and financial condition.” on page 37.

Subscription-based revenue model

We generate revenue from truck operators, through monthly and annual subscription fees.

Loads marketplace

The Indian road freight industry is about US$ 170 to 175 billion, moving 3.3 trillion ton/km in Fiscal 2024 annually, and
growing at a CAGR of 9% in the last four years. This industry is largely serviced offline through multiple intermediaries
between shippers and truck operators who charge a hefty commission for their services. New age businesses driven by digital
infrastructure have the potential to create a pan-India marketplace which can be accessed by truck operators and shippers
across all geographies. Currently, the overall penetration of digital freight platforms in overall road transportation is less than
2% Fiscal 2024. (Source: Redseer Report)

Our loads marketplace efficiently matches truck operators (who need loads) with shippers (who are looking for trucks) across
commodities, load weights, truck types and distance ranges. Set out below are certain details of transactions in relation to our
loads marketplace.

Key metrics Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
Number of loads posted in million 0.70 0.49 2.12 0.63 -
Year-on-year growth3 % 44.17% - 235.30% - -
Monthly transacting shippers1 in units 7,792 6,094 6,598 3,587 -
Year-on-year growth3 % 27.86% - 83.94% - -
Monthly active truck operators of loads in units 76,546 62,650 71,518 25,539 -
marketplace2
Year-on-year growth3 % 22.18% - 180.03% - -
Notes:
1
Monthly transacting shipper is defined as a shipper with an active paid subscription

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2
Monthly active truck operators of loads marketplace is defined as unique truck operators that have successfully matched with at least one shipper in
that month. Each unique truck operator is identified by the mobile number which the BlackBuck App is linked to, to ensure accurate counting and
prevent double- counting of operators.
3
Year-on-year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by Previous Year Amount/
number.

In India, the matching of shippers and truckers traditionally takes place offline in remote transportation hubs. Shippers and
truck operators have diverse, complex and often non-standard needs. The matching process for a truck operator’s truck with a
load is complex due to several reasons, including lack of aggregate information about loads/trucks in a particular hub,
multiple variables in matching a load with a suitable truck, truck type, tonnage etc., mismatch of pricing and payment terms
between shippers and truckers, lack of trust in working with an unknown shipper/truck operator. (Source: Redseer Report)

High dependence on intermediaries to find shipments leads to significant hurdles in discovery and matching of loads between
shippers and truck operators. As a result, trucks in India spend an average of 24 to 48 hours to find their next shipment,
leading to significantly high levels of under-utilization. Trucks in India only run for 18 to 20 days a month on the road while
the rest of the time is spent idling. (Source: Redseer Report)

Our loads marketplace solution seeks to address these industry challenges through a digital, standardized and smart tech-
enabled platform that connects truck operators with shippers. We have established a nationwide network of truck operators
and shippers that aims to promote efficiency, transparency and trust across the logistics industry.

Our loads marketplace has two offerings:

Listing marketplace; and

Freight brokerage

Listing marketplace

We established our listing marketplace in June 2020. Through our listing marketplace, registered shippers post loads with
details such as pick-up and delivery locations, tonnage, length of time, payment terms, time of loading and any other
customized requirements on the BB Transporter App to find a truck.

Our data-driven algorithms are built on data points collected every day in real time from trucks using our FASTags, fuel cards
and vehicle tracking solutions, from truck operators searching for loads, their historical demand and seasonality of movement
across the country. These algorithms enable us to provide recommendation-based loads to truck operators, matching available
trucks near shippers with a suitable pricing. After successful matching, truck operators and shippers communicate with each
other through our secured call masking feature to negotiate price and payment terms. Upon completion of negotiations,
fulfillment documents and payments are exchanged directly between the truck operator and the shipper.

Our marketplace has introduced many features and operational processes such as verified communication line between
shipper and truck operator after KYC of shippers who come to our platform, ratings and reviews of verified truck operators
and shippers, dispute resolution and call screening. These processes and features help bridge the trust deficit between truck
operators and shippers, allowing them to transact with greater assurance.

Truck operators using the listing marketplace have been able to generate higher profits from their trucking operations by
reducing idle time, optimizing their routes to higher yield-generating lanes and finding return loads. Similarly, shippers have
seen their income increase due to improved percentage demand fulfillment and lower freight procurement costs by
discovering truck operators outside of their private network. The BB Transporter App has become a widely accepted choice
for newer shippers to discover and build their supply network. (Source: Redseer Report)

Revenue model for listing marketplace

Shippers on our platform purchase subscription plans to get access to the platform (BB Transporter App) for posting loads.
Shippers can subscribe to a plan comprising various options (with a combination of number of loads posted and subscription
validity, i.e., three months, six months or 12 months). Depending on the subscription plan, shippers may post varying
numbers of loads during the relevant subscription period. Certain subscription plans offer shippers unlimited loads postings
during the relevant subscription period. Our monthly transacting shippers for the three months ended June 30, 2024 and Fiscal
2024 were 7,792 and 6,598, respectively.

We have implemented a “freemium” model (i.e., where basic features of this offering are provided to customers at no cost
and a premium is charged for supplemental or advanced features) for truck operators since October 2023. Truck operators can
choose a time duration-based (three months, six months or 12 months, with unlimited usage) subscription plan. A subscribed
truck operator also gets a dedicated relationship manager to improve their truck utilization and assured freight payment from
shippers.

Freight brokerage

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We introduced our freight brokerage marketplace in January 2024. With this offering, we seek to facilitate every part of the
logistics transaction. Shippers share their truck requirements with us. Our marketplace enables discovery of the right truck
operator, price and payment terms finalization, and execution of end-to-end fulfillment. Shippers get access to in-transit load
tracking. Similarly, truck operators get assurance of their payments and visibility of transaction documents and payment
ledgers, providing the much-needed transparency. As on the date of this Red Herring Prospectus, we operate our freight
brokerage offering through a hub located in Bengaluru, Karnataka.

Revenue model for freight brokerage

Under this model, the shipper pays the freight amount to us and we in turn settle the payments with the truck operator. The
difference between the amount collected from the shipper and the amount paid to the truck operator represents our
commission. This offering allows us to earn a higher take rate due to the end-to-end responsibility undertaken on behalf of
shippers.

Vehicle financing

We enable credit access for our truck operators to buy used commercial vehicles or to avail themselves of financing on an
existing vehicle through our technology-led vehicle financing platform. We commenced this offering on a pilot basis in June
2022 (under the partnership model) and began fully fledged operations in Fiscal 2024. All of the loans originated by us are
secured loans. We leverage our annual transacting customer base of 963,345 customers in Fiscal 2024 and 9,374 Touchpoint-
led distribution networks as of June 30, 2024 for the distribution and collection of loans. As on June 30, 2024, we have
facilitated disbursements of 5,109 loans amounting to ₹2,527.56 million.

We have adopted a “phygital” approach (a mix of physical and digital) to conducting this business, through platform-led
offerings providing the needed differentiated value proposition for our customers and our business model, and an on-ground
network for effective collections and local credit understanding. We provide vehicle financing across 52 districts across seven
states through channel partners in India, as of June 30, 2024. We have built an in-house end-to-end loan origination system,
which is customized for the vehicle finance business. We provide loans to our customers using the following two methods:

Partnership model: We source borrowers and assist in execution of vehicle loans on behalf of our Financial Partners. Over
92.69% of the total vehicle financing loans disbursed as on June 30, 2024 (i.e., 4,774 loans amounting to ₹2,342.78 million)
were through this model. We enable our partners with discovery of customers, customer insights, end-to-end loan origination
and collections and an understanding of customer needs and distribution.

Own book model: We also provide vehicle financing through a contractual arrangement with our wholly owned NBFC
subsidiary, BFPL. As on June 30, 2024, approximately 7.31% of the vehicle financing loans we have disbursed were from our
own account through BFPL (i.e., 335 loans amounting to ₹184.77 million). BlackBuck FinServe received its non-deposit-
taking NBFC license on August 1, 2023 and commenced operations in October 2023.

Our vehicle financing offering subjects us to various risks including KYC fraud, exposure to relatively high-risk borrowers
with limited banking and credit history, loss provisioning, borrowers utilizing the loans for illegal purposes, collateral
recovery and compliance with Indian regulations and policies and requirements of RBI. For further details, see “Risk Factors
– Internal Risks - Our vehicle financing offering exposes us to various risks including in relation to high-risk borrowers and
collateral recovery which could adversely affect our business, results of operations and financial condition” and “Risk
Factors – Internal Risks - We have limited experience in our vehicle financing offering, which makes it difficult to accurately
assess our future growth prospects and may negatively affect our business, results of operations and financial condition” on
page 51 and 52, respectively.

End-to-end loan origination system, collection and technology integration with financing partners

We have built an in-house end-to-end loan origination system and are integrated with our partners through APIs for a
seamless loan-booking experience.

We leverage data from other offerings to help our partners develop credit underwriting policies. For example, if a customer is
using our payments offerings or telematics devices, using the operational data of the customer that we track, we are able to
analyze the customer’s trucking effectiveness, which helps us to assess their loan application better and recommend to our
partners the size of the loan and the rate of interest for the customer.

We have built a strong fraud prevention mechanism by leveraging APIs and creating robust risk control processes within our
Company.

Credit Facilitation Agreements or Business Correspondent Agreements

We enter into credit facilitation agreements or business correspondent agreements with our Financial Partners under which
we facilitate the process of loan disbursal between our Financial Partners and the borrowers on a non-exclusive basis. The
term of these agreements is typically three years. As per certain agreements, we are required to meet certain targets prescribed
in the agreement.

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Revenue model

We generate revenue from our vehicle financing business primarily through loan service fees, which is equivalent to the total
interest charged on the loan to borrowers minus an agreed rate of interest between us and the respective Financial Partner. In
addition, we are entitled to certain other fees charged to the borrowers in the process of loan disbursal and collections, either
partially or in full.

Fees charged during the process of loan disbursal are recognized at the point of disbursal and the loan service fee is receivable
on a monthly basis. Payment of some portion of the loan service fee, in case of certain partners, is deferred and is payable
based on performance of the portfolio.

Through our own book model, we generate revenues from interest income and loan processing fees.

BLACKBUCK APP – WALKTHROUGH

The BlackBuck App is an integral part of our offerings and serves to bring together all our service offerings under one
comprehensive platform. Through the BlackBuck App, customers can manage multiple aspects of their trucking business. In
the three months ended June 30, 2024 and Fiscal 2024, our monthly transacting truck operators were active for more than
16.26 days and 16.18 days, respectively, in a month and on an average spent 41.54 minutes and 39.56 minutes, respectively,
daily, on the BlackBuck App. A pictorial walkthrough of the BlackBuck App has been set out below.

182
183
184
SALES, DISTRIBUTION, SERVICING AND MARKETING

We have a large, omnichannel distribution network and follow a multi-pronged approach to reach the large base of truck
operators across India.

Customer onboarding strategy

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Our customer onboarding strategy is driven through multiple channels:

Digital: We use targeted notifications and messaging through the BlackBuck App and paid digital marketing, to reach out to
new customers, as well as cross-sell/upsell our products to existing customers.

On-field workforce: Our on-field full time workforce comprising 4,654 individuals as of June 30, 2024 continually reaches
out to truck operators to identify and execute any opportunities for new sales. Our on-field workforce consists of a mix of on-
roll and off-roll employees. We cover 80% of all districts across India through this team, to ensure we can cater to the
requirements of truck operators across India (Source: Redseer Report).

On-demand workforce: We have an on-demand workforce team of 3,703 who sold and serviced our products covering 76%
of the toll plaza network in India as of June 30, 2024, and are enabled to onboard any customer with a FASTag requirement
(Source: Redseer Report). Our on-demand workforce consists of off-roll employees.

Telesales: We have a 843-member telesales team (consisting of on-roll and off-roll full time employees) as of June 30, 2024
that reaches out primarily to our existing customers for upselling and cross-selling our products.

Channel partners: We have over 587 channel partners spread across the country as of June 30, 2024, through which we reach
out to truck operators for sales across multiple product categories. These channel partners typically have a core business
catering to truck operators and include garages, mechanics, tire shops, spare part stores, and insurance agents, among others.

Customer-service strategy

Our servicing strategy follows a similar omnichannel strategy to ensure that our customers’ queries and issues are resolved in
the shortest possible time. Our customers are serviced through multiple avenues:

BlackBuck App: Our customers can raise and resolve issues directly through the BlackBuck App self-serve options. With just
a few clicks, our customers can resolve their queries without the need for any human intervention.

Customer support: We have a team of 168 in-house customer support agents as of June 30, 2024 available at all times, for
customer queries. Truck operators can call us on a central customer support number at any time during the day for help to
resolve their issues.

On-field service network: We have a dedicated servicing and support network of 1,050 on-ground individuals (that are
primarily engaged on a per job basis) as of June 30, 2024 who are ready for any installation or service issue across any of our
offerings, or query raised by our customers.

Channel partners: Our channel partners play a dual role of both sales and support on the ground and are available for all the
servicing requirements of our customers.

The entire sales and service workforce on the ground is managed through our in-house workforce management tool, “BB
Pro.” Our team can use the BB Pro App application to schedule and manage their customer meetings or service requests,
solve customer queries, track their performance and incentives, and manage their FASTag and vehicle tracking device
inventory.

As a result of our sales, distribution, customer servicing and marketing strategies, we have been able to increase our customer
base of annual transacting truck operators to 963,345 in Fiscal 2024 from 761,871 in Fiscal 2023 and 482,446 in Fiscal 2022.

TECHNOLOGY

We operate several in-house technology systems, which provide the features and functionality needed to run our offerings.
We recognize the importance of advanced, secure, efficient, and reliable technology for our business, and have made
significant investments in our technology stack across applications, platforms, and other infrastructure. Our platform
architecture follows the principles of a service-oriented architecture, comprising small, maintainable, and scalable building
blocks providing users with a high uptime, and a light and fast application. We also have a dedicated in-house engineering
and data science team which develops technology layers enabling our comprehensive solutions suite.

Set out below is a graphic representation of our technology stacks.

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Application layer: This layer interfaces with truck operators, and other business stakeholders including shippers, channel
partners and internal teams. These applications are built by in-house teams using a combination of multiple front-end
technologies.

Business layer: Each of our businesses, including tolling, fueling, telematics, loads and vehicle financings, independently
interact with our application layer, and all the business intelligence and logistics are created in this layer.

Platform layer: The platform layer serves as a robust infrastructure, offering scalable and modular services that facilitate
secure data exchange and communication within a business.

Partner integration layer: Our partner integration layer is connected to all our partner systems, including FASTag Partner
Banks, OMC Partners and TMS systems. This layer is responsible for providing consistent experience for customers

independent of partners. This leads to a quality on-ground experience for truck operators while interacting with the partner
ecosystem.

Deployment and monitoring layer: This layer is responsible for smooth deployment and monitoring of the microservices.
Our backend micro-service run on cloud and are monitored by tools which provide real-time updates and automated alerting
when systems come under stress. This ensures reliable uptime for our customers.

Big Data layer: The vast amounts of data collected from applications including transactions, locations, notifications and
application click stream events, are processed in this layer. Using this data, we are able to improve our customer experience
and also insulate our systems against leakages, downtimes and security incidents.

EMPLOYEES

The following table provides a breakdown of our base of permanent employees, by function as of the dates indicated:

Function Number of permanent employees

June 30, 2024 March 31,
2024 2023 2022
Product and technology 114 117 142 135
Business functions 968 909 963 793
Customer service and support functions 136 132 139 153
Sales 631 625 547 399
Total 1,849 1,783 1,791 1,480

In addition to our permanent employees, we also engaged 3,688 contract workers as of June 30, 2024.

As of June 30, 2024, none of our employees is represented by a labor union. We have not experienced any work stoppages
since our incorporation.

COMPETITION

While we do not have direct identifiable competitors offering the entire spectrum of services we provide, we compete against
specific market players in certain of our verticals. For further details of our competition, see “Industry Overview –
Competitive Landscape” on page 159.

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For further information, see “Risk Factors – We face competitive pressures in our business and our inability to compete
effectively would be detrimental to our business, results of operations and financial condition.” on page 56.

INSURANCE

As of June 30, 2024, the total amount of our insurance coverage was ₹176.96 million. We maintain insurance coverage under
various insurance to safeguard against risks and unexpected events, including for our office and professional establishment as
well as directors and officers liability, group mediclaim policy, group term life insurance and marine cargo policy. We believe
that the level of insurance we maintain is appropriate for the risks related to our business. For further details in relation to our
insurance coverage, see “Risk Factors – Our insurance coverage may not be sufficient or may not adequately protect us
against risks and unexpected events, which may adversely affect our business, results of operations and financial condition.”
on page 54.

INTELLECTUAL PROPERTY

We have obtained three trademarks registered in India under the Trademarks Act, including for and under
class 39 and ‘BLACKBUCK’ under classes 9, 16, 35, 39 and 42 of the Trade Marks Act, 1999 and two trademarks, i.e.,
and registered with the World Intellectual Property Organization in the international register of marks
under class 39 of the Madrid Agreement and Protocol for use in United States of America and in Europe. We have also made
applications for registration of three trademarks with the registrar of trademarks pursuant to applications bearing numbers

4369861/IAOI-1691 in the EU as well as 3442902 and 3761124 in India of which our applications bearing numbers 3442902
and 3761124 are contested by third parties. For further details in relation to the trademarks and applications filed by us, see
“Risk Factors – We may not be able to adequately protect or continue to use our intellectual property.” on page 54.

DATA PROTECTION AND PRIVACY

We prioritize the trust of our customers and place an emphasis on data privacy and security. Our data privacy and security
program is designed and implemented, throughout our Company and our platform, to address the security and compliance
requirements of data related to our customers.

We maintain strict control over access to personal data and do not permit unauthorized use. We limit any access based on
necessity, and maintain records. Our privacy policy details the manner of usage and processing of personal data for our
products and services. We store personal data in accordance with applicable laws and regulations. We use various encryption
technologies at software and hardware levels to protect the transmission and storage of personal data. In addition, we have
backup recovery procedures, which help to keep services ongoing, in case of any downtime on our servers. We also use anti-
malware, endpoint protection, network protection, security monitoring and application and platform security tools to protect
data privacy.

PROPERTY AND FACILITIES

Our Registered and Corporate Office is located at Vaswani Presidio, No. 84/2, II Floor, Panathur, Main Road,
Kadubessanahalli, Off Outer Ring Road, Bengaluru 560 103, Karnataka, India, and is leased by our Company for a term of
five years. In addition, we also operate one zonal office and one branch office, which are located across two states. Our zonal
office is leased by us for a term of 27 months.

The following table sets forth certain details with respect to the Registered and Corporate Office of our Company and other
leased properties that belong to our Company as of the date of this Red Herring Prospectus:

S. Name of the Location Whether Lease Expiry date Advance Rental One-time
No. entity which lessor is Tenure Deposit, if Amount payment
owns/ has a related any (₹ in millions) made
leased the party (₹ in (₹ in
property millions) millions)

Registered Office

1. Mr. R. Gopi, Mr. Vaswani Presidio, 2nd – 5 years May 31, 13.24 2.10 per –
M. R Babu, Mrs. Floor and 5th Floor 2027 month +
Nirmala, Mrs. Panathur Main Road, 5%year on
Priya B, Mrs. Kaverappa Layout, year
Tulasi. B Kadubeesanahalli,
Bellandur, Bengaluru
560103

Zonal Offices

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S. Name of the Location Whether Lease Expiry date Advance Rental One-time
No. entity which lessor is Tenure Deposit, if Amount payment
owns/ has a related any (₹ in millions) made
leased the party (₹ in (₹ in
property millions) millions)

2. Mrs. Charmy 1215 Sq. ft., Office – 27 July 31, 0.54 0.09 per –
Suketu Doshi No. B/1904 months 2025 month + 10%
admeasuring 1215 Sq. year on year
ft. (Build up area) on
the 19th Floor, in the
building known as
“ARIHANT AURA”,
situated, at Thane
Belapur, Road Opp
Turbhe Railway
Station Navi Mumbai
- 400 705 Taluka &
District-Thane

3. Dr. K. I Syed 1550 Sq. Ft., situated – 36 January 31, 0.85 0.09 million
Ahmed Kabeer* at Address: 7A/4 (2 to months 2026 per month
4/4), Halls Road,
Egmore, Chennai,
Tamilnadu, 600008

4. Mr. P M 1st Floor, 2nd Floor, 3rd – 11 September NA 1.36 million –

Nagaraju Floor and 4th Floor months 14, 2025 per month
PMN Arcade,
82/1A1, Panathur
Main Road,
Kadubeesanahalli, Off
Outer Ring Road,
Bengaluru 560103

5. Our Company1 Vaswani Presidio, 2nd – 5 years December NA NA –

Floor Panathur Main 12, 2024
Road, Kaverappa
Layout,
Kadubeesanahalli,
Bellandur, Bengaluru
560103

6. Mr. Kesana 58-2-17/2, K M Latha - 11 May 18, 0.05 0.01 per –

Venkata Plaza, 1st Floor, months 2024 month + 10%
Srinivasarao Vijayawada year on year
Municipal
Corporation, Ravenue
Ward No. 8, Near
NTR Circle,
Patamata,
Vijayawada, Andhra
Pradesh - 520010

* Our subsidiary, BFPL is the lessee of the property

1 Our subsidiary, BFPL is the sub lesse of the property

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 KEY REGULATIONS AND POLICIES

Given below is an indicative summary of certain sector specific regulations and policies in India, which are applicable to our
Company. The information detailed in this chapter has been obtained from publications available in the public domain. The
description of the applicable regulations as given below is only intended to provide general information to the investors and
may not be exhaustive and is neither designed nor intended to be treated as a substitute for professional legal advice. The
indicative summaries are based on the current provisions of applicable law in India, which are subject to change or
modification, or amendment by subsequent legislative, regulatory, administrative, or judicial decisions.

For details of material regulatory approvals obtained by us, see “Government and Other Approvals” on page 387.

The Reserve Bank of India Act, 1934 (“RBI Act”)

The RBI is entrusted with the responsibility of regulating and supervising NBFCs by virtue of powers vested in Chapter IIIB
of the RBI Act. The RBI Act defines an NBFC as: (a) a financial institution which is a company; (b) a non-banking institution
which is a company and which is in the principal business of receiving deposits, under any scheme or arrangement or in any
other manner, or lending in any manner; or (c) such other non-banking institution or class of institutions as the RBI may, with
the previous approval of the Central Government, and by notification in the Official Gazette, specify.

A company would be categorized as an NBFC if it has minimum net owned fund of ₹ 20.00 million or such other amount, not
exceeding ₹ 1,000 million, as the RBI may, by notification in the official gazette, specify from time to time. Further, NBFCs
are required to obtain a certificate of registration from the RBI prior to commencement of the business as a non-banking
financial institution.

Pursuant to Section 45-IC of the RBI Act, every NBFC is required to create a reserve fund and transfer thereto a sum not less
than 20% of its net profit every year, as disclosed in the profit and loss account and before any dividend is declared by such
company. Further, no appropriation can be made from such fund by the NBFC except for the purposes specified by the RBI
from time to time and every such appropriation shall be reported to the RBI within 21 days from the date of such withdrawal.

Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023
(“Scale Based Regulations”)

The RBI had issued the master directions dated October 19, 2023, as amended. The Scale Based Regulations divide NBFCs
into four layers based on their size, activity, and perceived risk. The lowest layer is the base layer (NBFC-BL), followed by
the middle layer (NBFC-ML), upper layer (NBFC-UL) and top layer (NBFC-TL).

• Base layer – The base layer comprises non-deposit taking NBFCs with assets worth up to ₹10,000 million.

• Middle layer – The middle layer comprises deposit-taking NBFCs irrespective of asset size, non-deposit-taking
NBFCs with assets worth ₹10,000 million or more, as well as NBFCs undertaking activities such as housing finance
companies, standalone primary dealers, infrastructure debt fund – non-banking financial companies, core investment
companies and infrastructure finance companies.

• Upper layer – The upper layer comprises the top ten NBFCs in terms of asset size, irrespective of any other factor
and certain other NBFCs specifically identified by the RBI based on parameters set out in the Scale Based
Regulations.

• Top layer – The Master Directions require the top layer to remain empty unless, in the opinion of the RBI, there is a
substantial increase in the potential systemic risk from specific NBFCs in the upper layer. Such NBFCs will be
moved from the upper layer to the top layer.

Under the Scale Based Regulations, all regulations applicable to an NBFC-BL are also applicable to an NBFC-ML, unless
specified otherwise. Further, from October 1, 2022, all references to NBFC-ND (i.e., non-systemically important non-deposit
taking NBFC) shall mean NBFC-BL and all references to NBFC-D (i.e., deposit taking NBFC) and NBFC-ND-SI
(systemically important non-deposit taking NBFC) shall mean NBFC-ML or NBFC-UL, as the case may be.

Further, all NBFCs are required to have at least one director that has work experience in a bank or an NBFC.

Fit and proper criteria: NBFCs are, inter alia, required to (a) maintain a policy approved by the board of directors for
ascertaining the fit and proper criteria of the directors at the time of appointment, and on a continuing basis, in line with the
guidelines prescribed under the Scale Based Regulations; (b) obtain a declaration and undertaking from directors giving
additional information on the directors, in the format prescribed under the Scale Based Regulations; (c) obtain a deed of
covenant signed by directors, in the format prescribed under the Scale Based Regulations; and (d) furnish to the RBI a
quarterly statement on change of directors and a certificate from the managing director of the NBFCs that fit and proper
criteria in selection of the directors has been followed. The RBI reserves the right to examine the ‘fit and proper’ criteria of
directors of any NBFC-ML irrespective of the asset size of such NBFC-MLs.

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Disclosure and Transparency: NBFCs are required to place before the board of directors, at regular intervals, as may be
prescribed by their respective boards of directors, the following: (i) progress made in putting in place a progressive risk
management system and risk management policy and strategy followed by the concerned NBFC; and (ii) conformity with
corporate governance standards including composition of committees, their roles and functions, periodicity of the meetings
and compliance with coverage and review functions and so on.

NBFCs are also required to disclose their Capital to Risk Assets Ratio, exposure to real estate sector (direct and indirect) and
maturity pattern of assets and liabilities in their balance sheet. Further, NBFCs shall frame their internal guidelines on
corporate governance with the approval of the board of directors which shall be published on their respective websites.

Acquisition or Transfer of Control

NBFCs are required to obtain prior written permission of RBI for (a) any takeover or acquisition of control, which may or
may not result in change in management, (b) any change in the shareholding, including progressive increases over time,
which would result in acquisition or transfer of shareholding of 26% or more of the paid-up equity capital (no prior approval
is required if the shareholding going beyond 26% is due to buy-back of shares or reduction in capital where it has approval of
a competent court but must be reported to the RBI within one month of the occurrence), and (c) any change in the
management of the NBFCs, which results in change in more than 30% of the directors, excluding independent directors,
provided that no prior approval shall be required in case of directors who get re-elected on retirement by rotation. NBFCs are
required to continue informing the RBI regarding any change in their directors or management.

Prudential Norms

All NBFCs are required to maintain capital adequacy ratio consisting of Tier – I and Tier – II capital which shall not be less
than 15% of the NBFC’s aggregate risk weighted assets on-balance sheet and of risk adjusted value of off-balance sheet
items. The Tier – I capital in respect of NBFCs, at any point of time, shall not be less than 10%.

NBFCs risk exposure to a single counterparty or a group of connected counterparties is also kept under control through
ceiling limits on NBFCs investment and lending capacity to single counterparty or a group of connected counterparties.
NBFCs are not to invest more than 25% of their tier 1 capital to a single party and more than 40% of their tier 1 capital to a
single group of parties. The NBFCs are also mandated to formulate a policy for managing the exposure risk to single party/
single group of parties.

Liquidity Risk Management Framework and Liquidity Coverage Ratio

Liquidity Risk Management Framework

Non-deposit taking NBFCs with an asset size of ₹ 1,000 million and above and all deposit taking NBFCs are required to
adhere to the liquidity risk management framework prescribed under the Scale Based Regulations. The guidelines, inter alia,
require the board of directors of the NBFC to formulate a liquidity risk management framework, which ensures that it
maintains sufficient liquidity, detailing entity-level liquidity risk tolerance, funding strategies, prudential limits, system for
measuring, assessing and reporting/reviewing liquidity, framework for stress testing, liquidity planning under alternative
scenarios/formal contingent funding plan, nature and frequency of management reporting, and periodical review of
assumptions used in liquidity projections.

Liquidity Coverage Ratio

All non-deposit taking NBFCs with asset size of ₹ 100 billion and above, and all deposit taking NBFCs irrespective of their
asset size, are required to maintain a liquidity buffer in terms of liquidity coverage ratio which will promote resilience of
NBFCs to potential liquidity disruptions by ensuring that they have sufficient high quality liquid asset to survive any acute
liquidity stress scenario lasting for 30 days. The stock of high-quality liquid asset to be maintained by the NBFCs is required
to be a minimum of 100% of total net cash outflows over the next 30 calendar days. The liquidity coverage ratio requirement
is binding on NBFCs from December 1, 2020 with the minimum high quality liquid assets to be held being 50% of the
liquidity coverage ratio, progressively reaching up to the required level of 100% by December 1, 2024, in accordance with the
timeline prescribed below:

From December 1, 2020 December 1, 2021 December 1, 2022 December 1, 2023 December 1, 2024
Minimum Liquidity Coverage 50% 60% 70% 85% 100%
Ratio

Asset Classification and Provisioning Norms

All NBFCs are required to adopt the asset classification and provisioning norms as set forth below:

Asset Classification

(i) a “standard asset” means the asset in respect of which no default in repayment of principal or payment of interest is
perceived and which does not disclose any problem nor carry more than normal risk attached to the business.
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(ii) a “sub-standard asset” means (a) an asset which has been classified as non-performing asset for a period not
exceeding 12 months; (b) an asset where the terms of the agreement regarding interest and/or principal have been
renegotiated or rescheduled or restructured after commencement of operations, until the expiry of one year of
satisfactory performance under the renegotiated or rescheduled or restructured terms. However, the classification of
infrastructure loans as sub-standard assets is subject to the conditions stipulated in the Scale Based Direction.

(iii) a “doubtful asset” means (a) a term loan, or (b) a lease asset, or (c) a hire purchase asset, or (d) any other asset,
which remains a sub-standard asset for a period exceeding 12 months.

(iv) a “loss asset” means (a) an asset which has been identified as loss asset by an NBFC or its internal or external
auditor or by the RBI during the inspection of the NBFC, to the extent it is not written off by the NBFC; and (b) an
asset which is adversely affected by a potential threat of non-recoverability due to either erosion in the value of
security or non-availability of security or due to any fraudulent act or omission on the part of the borrower.

(v) a “non-performing asset” means: (a) an asset for which interest has remained overdue for a period of more than 90
days; (b) a term loan inclusive of unpaid interest, when the instalment is overdue for a period of more than 90 days
or on which interest amount remained overdue for a period of more than 90 days; (c) a demand or call loan, which
remained overdue for a period of three months or more from the date of demand or call or on which interest amount
remained overdue for a period of more than 90 days; (d) a bill which remains overdue for a period of 90 days or
more; (e) the interest in respect of a debt or the income on receivables under the head ‘other current assets’ in the
nature of short term loans/advances, which facility remained overdue for a period of more than 90 days; (f) any dues
on account of sale of assets or services rendered or reimbursement of expenses incurred, which remained overdue for
a period of more than 90 days; (g) the lease rental and hire purchase instalment, which has become overdue for a
period of more than 90 days; (h) in respect of loans, advances and other credit facilities (including bills purchased
and discounted), the balance outstanding under the credit facilities (including accrued interest) made available to the
same borrower/beneficiary when any of the above credit facilities becomes non-performing asset. Provided that in
the case of lease and hire purchase transactions, an NBFC is required to classify each such account on the basis of its
record of recovery.

Regulation of Excessive Interest Charged by NBFCs

(i) The board of directors of each NBFC is required to adopt an interest rate model taking into account relevant factors
such as cost of funds, margin and risk premium and determine the rate of interest to be charged for loans and
advances. The rate of interest, the approach for gradations of risk and rationale for charging different rate of interest
to different categories of borrowers are required to be disclosed to the borrower or customer in the application form
and communicated explicitly in the sanction letter.

(ii) The rates of interest and the approach for gradation of risks are also required to be made available on the website of
the NBFCs or published in the relevant newspapers. The information published in the website or otherwise published
is required to be updated whenever there is a change in the rates of interest.

(iii) The rate of interest must be annualized rate so that the borrower is aware of the exact rates that would be charged to
the account.

Although rates of interest charged by NBFCs are not regulated by the RBI, rates of interest beyond a certain level may be
seen to be excessive. Board of directors of NBFCs shall lay out appropriate internal principles and procedures in determining
interest rates and processing and other charges. In this regard, the guidelines indicated in the Fair Practices Code about
transparency in respect of terms and conditions of the loans are to be kept in view.

Accounting Standards

Accounting Standards and guidance notes issued by the Institute of Chartered Accountants of India are required to be
followed by NBFCs insofar as they are not inconsistent with any of the provisions of the Scale Based Regulations. NBFCs
that are required to implement Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 shall prepare their financial statements in accordance with Ind AS notified by the Government of India and shall
comply with the regulatory guidance specified in Annex II of these Directions. Disclosure requirements for notes to accounts
specified in scale based directions shall continue to apply.

Fair Practices Code

All NBFCs having customer interface are required to adopt a fair practices code in line with the guidelines prescribed under
the Scale Based Regulations. The Scale Based Regulations stipulate that such fair practices code should cover, inter alia, the
form and manner of processing of loan applications; loan appraisal and terms and conditions thereof; and disbursement of
loans and changes in terms and conditions of loans. The Scale Based Regulations also prescribe general conditions to be
observed by NBFCs in respect of loans and requires the board of directors of NBFCs to lay down a grievance redressal
mechanism. Such fair practices code should preferably be in vernacular language or language understood by borrowers of the
NBFCs.

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Penal Charges in Loan Accounts

Penalties for non-compliance with material terms and conditions of a loan contract by a borrower shall be treated as ‘penal
charges’ and shall not be levied as a ‘penal interest’ that is added to the rate of interest charged on advances. No further
interest shall be computed on such penal charges. The Scale Based Regulations prohibit regulated entities, which include
NBFCs, from introducing any additional component to the rate of interest and stipulate that all NBFCs shall formulate a
Board approved policy on penal charges or similar charges on loans. The quantum of penal charges shall be reasonable
without being discriminatory within a particular loan or product category. In addition to being displayed on the NBFCs’
website, the reasons for penal charges shall be clearly disclosed by the NBFCs to the customers in the loan agreement and the
key fact statement.

Reset of Floating Interest Rate on Equated Monthly Instalments (EMI) based Personal Loans

At the time of sanction of EMI based floating rate personal loans, regulated entities (including NBFCs) are required to take
into account the repayment capacity of borrowers to ensure that adequate headroom is available for elongating the tenor or
increasing the EMI. In order to address consumer grievances related to elongation of loan tenor or increases in the EMI
amount, the notification requires NBFCs to put in place appropriate policy frameworks to meet the following requirements:

(i) at the time of sanction, clearly communicating to the borrowers about the possible impact of change in interest rate
on the loan that can lead to changes in the EMI and/or the tenor. Subsequently, any increase in the EMI / tenor or
both on account of the above shall be communicated to the borrower immediately through appropriate channels.;

(ii) at the time of the reset of interest rates, providing the option to the borrowers to switch over to a fixed rate as per
their Board approved policy;

(iii) all applicable charges for switching of loan from floating to fixed rate and any other service charges or
administrative costs shall be transparently disclosed in the sanction letter;

(iv) ensuring that the elongation of tenor for floating rate loans do not result in negative amortization;

(v) sharing a statement at the end of each quarter that enumerates the principal and interest recovered till date, the EMI
amount, the number of EMIs left and the annualized rate of interest/ Annual Percentage Rate for the entire tenor of
the loan. The notification requires the instructions enumerated therein to be extended to existing and new loans
suitably by December 31, 2023, and for existing borrowers to be sent a communication through appropriate
channels, intimating the options available to them.

Credit Concentration Norms

NBFCs are required to review extant sectoral exposure limits approved by the board of directors with respect to sub-segments
under consumer credit, in particular for all unsecured consumer credit exposures. The risk management committee on an
ongoing basis is required to monitor and ensure strict adherence to the limits so fixed.

To reduce regulatory concerns of NBFCs making investments in units of Alternate Investment Funds (AIFs), it has been
advised as under:

(i) NBFCs shall not make investments in any scheme of AIFs which have downstream investments either directly or
indirectly in their debtor company where debtor company shall mean any company to which NBFCs currently have
or previously had loans or investment exposure.

(ii) If NBFCs are already investors in AIF schemes, they shall liquidate their investments in the scheme within 30 days
of such downstream investment by the AIFs.

(iii) In case NBFCs are not able to liquidate their investments within the prescribed 30-day time limit, they shall make
100 percent provision on such investments.

(iv) Any investments by an NBFC in the subordinated units of any AIF scheme with a priority distribution model shall
be subject to full deduction from capital funds of the NBFC.

Declaration of Dividend

The Scale Based Regulations intend to infuse greater transparency and uniformity in practice of distribution of dividends by
setting eligibility criteria and disclosure requirements for NBFCs for distribution of dividends. According to the Scale Based
Regulations, NBFCs must comply with four minimum prudential criteria to be considered eligible to declare dividends: (i)
prescribed levels of capital adequacy; (ii) prescribed levels of Net NPA; (iii) compliance with provisions of Section 45IC of
the RBI Act; and (iv) continuous general compliance with RBI regulations and guidelines concerning NBFCs. The Scale
Based Regulations also prescribe to the board of directors of the NBFCs to consider the decision to roll out dividends in light
of certain definite factors, such as, (i) supervisory findings of the RBI on divergence in classification and provisioning of
NPAs, (ii) qualifications in the auditors report to the financial statements and (iii) long term growth plans of the NBFC.
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NBFCs, other than NBFC-BL, that declare dividend have to report dividend declared during the financial year in the format
prescribed under the Scale Based Regulations.

Instructions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFCs

The Scale Based Regulations specify the activities that cannot be outsourced and also provide the basis for deciding
materiality of outsourcing. It mandates the regulatory and supervisory requirements and risk management practices to be
complied with by every NBFC before outsourcing its activities. Further, an NBFC intending to outsource any of the permitted
activities under the Scale Based Regulations is required to formulate an outsourcing policy which is to be approved by its
board of directors.

Master Circular – Non-Banking Financial Companies – Corporate Governance (Reserve Bank) Directions, 2015 dated
July 1, 2015 (the “Corporate Governance Directions”)

The RBI through the Corporate Governance Directions seeks to consolidate previously issued directions on corporate
governance of NBFCs, including NBFC-ND-SIs with an asset size of ₹ 5000 million and all NBFC-Ds. The Corporate
Governance Directions provide guidelines on composition of committees of the board of directors, disclosure and
transparency requirements to the board of directors and in annual financial statements, fit and proper criteria of the directors,
rotation of partners of the statutory auditors audit firm appointed by the NBFC, and framing of internal guidelines on
corporate governance.

Master Direction – Reserve Bank of India (Internal Ombudsman for Regulated Entities) Directions, 2023 (“Internal
Ombudsman Directions”) dated December 29, 2023

The RBI through the Internal Ombudsman Directions integrated existing mechanisms provided in various instructions and
guidelines, aiming to consolidate instructions applicable to various regulated entities on appointment and functioning of the
Internal Ombudsman. The Directions were introduced with the object of strengthening the internal grievance redress system
of the regulated entities bringing uniformity in matters such as escalation of complaints to the Internal Ombudsman,
qualifications for appointing the Internal Ombudsman, and the complaint redressal mechanism. Regulated entities are
required to put in place a mechanism for periodic reporting of information to the Consumer Education and Protection
Department, Central Office, RBI on a quarterly and annual basis in accordance with the formats provided in the Internal
Ombudsman Directions. The Internal Ombudsman Directions applies to:

(i) All Banks as defined under the Internal Ombudsman Directions, having 10 or more banking outlets in India;

(ii) NBFCs as defined under the Internal Ombudsman Directions, and fulfilling the following criteria:

a. Deposit-taking NBFCs with 10 or more branches;

b. Non-deposit taking NBFCs having an asset size of ₹5,000 crore or above and having public customer
interface.

(iii) All NBSPs as defined under the Internal Ombudsman Directions with more than one crore pre-paid payment
instruments outstanding as on March 31, 2023.

(iv) All Credit Information Companies as defined under the Internal Ombudsman Directions.

(v) Any other regulated entity reaching the threshold as prescribed under the Internal Ombudsman Directions.

The Internal Ombudsman Directions require regulated entities to appoint one Internal Ombudsman, and may further appoint
one or more deputy Internal Ombudsman, depending on the volume of complaints received by them. The Internal
Ombudsman Directions specifies the prerequisites for appointment of the ombudsman, the role and responsibilities of the
ombudsman and the procedure for complaint redressal by the ombudsman.

Master Direction - Know Your Customer (KYC) Direction, 2016 (updated as on January 4, 2024) as amended (“RBI KYC
Directions”)

The RBI had issued the Master Directions Know Your Customer Directions dated February 25, 2016 (amended as on January
4, 2024) requiring regulated entities to follow certain customer identification procedure in accordance with provisions of
KYC Directions including video-based customer identification process (V-CIP) while undertaking a transaction. The RBI
KYC Directions are applicable to every entity regulated by the RBI specifically, scheduled commercial banks, regional rural
banks, local area banks, primary (urban) co-operative banks, state and central co-operative banks, all India financial
institutions, NBFCs, miscellaneous non-banking companies and residuary non-banking companies, amongst others.

In terms of the RBI KYC Directions, every entity regulated thereunder shall duly adopt a KYC policy which is duly approved
by the board of directors of such entity or a duly constituted committee thereof. The KYC policy formulated in terms of the
RBI KYC Directions is required to include four key elements, namely, customer acceptance policy; risk management policy;
customer identification procedures; and monitoring of transactions. All NBFCs are required to ensure compliance with the
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KYC policy through specification of who constitutes ‘senior management’ for the purpose of KYC compliance; allocation of
responsibility for effective implementation of policies and procedures; independent evaluation of the compliance of KYC and
anti-money laundering policies and procedures; concurrent/internal audit system to verify the compliance with KYC and anti-
money policies and procedures; and submission of quarterly audit and compliance to the audit committee. The RBI KYC
Directions further require that such programmes shall include adequate safeguards on the confidentiality and use of
information exchanged, including safeguards to prevent tipping-off. Regulated entities shall apply a risk-based approach for
mitigation and management of the risks and shall have board approved policies, controls and procedures in this regard.
Further, regulated entities shall implement a customer due diligence programme, having regard to identified risks and size of
business, and regulated entities should monitor implementation of controls and enhance them if necessary.

The RBI KYC Directions have also issued instructions on sharing of information while ensuring secrecy and confidentiality
of information held by NBFCs, amongst others. The regulated entities must also adhere to the reporting requirements under
Foreign Account Tax Compliance Act and Common Reporting Standards and ensure compliance with
requirements/obligations as per applicable provisions of the Unlawful Activities Prevention (“UAPA”) Act, 1967. The
regulated entities must also pay adequate attention to any money-laundering and financing of terrorism threats that may arise
from new or developing technologies and ensure that appropriate KYC procedures issued from time to time are duly applied
before introducing new products/services/technologies. The RBI KYC Directions were further amended to (i) enhance the
disclosure requirements under the Prevention of Money-Laundering Act, 2002, and the rules made thereunder; (ii)
accommodate authentication as per the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services)
Act, 2016; and (iii) use of an Indian resident’s Aadhar number as a document for the purposes of fulfilling KYC requirement.
The RBI KYC Directions were further updated with a view to leveraging the digital channels for customer identification
process by regulated entities, whereby the RBI has decided to permit video-based customer identification process as a consent
based alternate method of establishing the customer’s identity, for customer onboarding. In the accounts opening procedure
by NBFCs, in case a person who desires to open an account is not able to produce documents, NBFCs may at their discretion
open accounts subject to certain conditions, including monitoring of the account. For opening accounts of a trust, regulated
entities are required to ensure that the trustees disclose their status at the time of commencement of an account-based
relationship or when carrying out transactions as specified in the RBI KYC Directions.

The RBI KYC Directions have been updated pursuant to the notification dated April 28, 2023 to require regulated entities to
undertake enhanced due diligence measures for non-face-to-face onboarding of customers, without meeting the customer
physically or through V-CIP, through use of digital channels such as CKYCR, DigiLocker, equivalent e-document, etc., and
non-digital modes such as obtaining copy of officially valid documents certified by additional certifying authorities as
allowed for NRIs and PIOs. Additionally, the amendments incorporate instructions on ensuring meticulous compliance with
Weapons of Mass Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005. The amendments
also incorporate the recent amendments to the PMLA and the Prevention of Money-Laundering (Maintenance of Records)
Rules, 2005. The RBI KYC Directions were further amended pursuant to notification dated May 4, 2023 and January 4, 2024,
to update the instructions in relation to wire transfers (including (i) information requirements for wire transfers, and (ii)
responsibilities of regulated entities effecting wire transfers), and to align the guidelines contained in the RBI KYC Directions
with the relevant recommendations by the Financial Action Task Force.

Master Direction – Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016 dated September 29, 2016, as
amended (“Monitoring of Frauds - Master Directions”)

The Monitoring of Frauds - Master Directions is applicable to all deposit taking NBFCs and NBFC-ND-SIs and requires them
to put in place a reporting system for recording of frauds. All frauds are required to be reported to the Frauds Monitoring
Group and/or Regional Offices of the Department of Supervision of the RBI in the manner prescribed under Master Direction
– Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016. Fraud reports are required to be submitted in all cases of
fraud of ₹ 1 lakh and above perpetrated through misrepresentation, breach of trust, manipulation of books of account,
fraudulent encashment of FDRs, unauthorised handling of securities charged to the NBFC, misfeasance, embezzlement,
misappropriation of funds, conversion of property, cheating, shortages, irregularities, etc. Fraud reports are also required to be
submitted in cases where central investigating agencies have initiated criminal proceedings suo moto and/or where the RBI
has directed that they be reported as frauds. Fraud reports are required to be submitted to the Central Fraud Monitoring Cell
of the RBI within three weeks from the date of detection of the fraud in case amount of fraud ₹ 10 million and above. In cases
where the amount of fraud is less than ₹ 10 million, reports shall be sent to the regional office of the Department of
Supervision of the RBI, under whose jurisdiction the registered office of the related entity falls within three weeks from the
date of detection of the fraud. The amounts involved in frauds reported by the entity shall be disclosed in its balance sheet for
the year of such reporting. All applicable NBFCs are advised to submit FUA (Fraud Update Return) on as and when basis,
instead of quarterly submission of consolidated FMR 3 return. A separate FMR 4 relating to security incidences i.e. theft,
burglary, dacoity and robbery may be submitted within 15 days of the end of the quarter to which it relates.

Master Direction – Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016, dated September 29,
2016, as amended

The direction lists down detailed instructions in relation to submission of returns, including their periodicity, reporting time,
due date, purpose, and the requirement of filing such returns by various categories of NBFCs.

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Master Direction - Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016 dated
September 29, 2016 (“Auditor’s Report Directions”)

The Auditor’s Report Directions set out disclosures that are to be included in every auditor’s report on the accounts of an
NBFC such as: (i) compliance with requirement to obtain certificate of registration from the RBI; (ii) the validity of such
NBFC’s certificate of registration and whether the NBFC is entitled to continue to hold such certificate of registration in
terms of its principal business criteria as of March 31 of the applicable year; and (iii) compliance with net owned fund
requirements as laid down in the Master Directions.

Additionally, every auditor of a non-banking financial company not accepting public deposits is required include a statement
in accounts of the NBFC on following matters: (i) whether the board has passed a resolution for non-acceptance of any public
deposits; (ii) whether the NBFC has accepted any public deposits during the relevant period/year; (iii) whether the NBFC has
complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning
for bad and doubtful debts as applicable to it in terms of the NBFC-ND-SI Directions; (iv) in case of NBFC-ND-SI: (a)
whether the capital adequacy ratio as disclosed in the return submitted to the RBI by the NBFC, has been correctly arrived at
and whether such ratio is in compliance with the minimum Capital to Risk (Weighted) Assets Ratio prescribed by the RBI;
(b) whether the NBFC has furnished to the RBI the annual statement of capital funds, risk assets/exposures and risk asset ratio
within the stipulated period; and (v) whether the non-banking financial company has been correctly classified as NBFC-MFI
as defined in the NBFC-ND-SI Directions.

Master Direction – Reserve Bank of India (Outsourcing of Information Technology Services) Directions, 2023 dated April
10, 2023 (“IT Outsourcing Directions”)

The master direction by the RBI provides guidelines for outsourcing information technology services by financial institutions,
including banks, NBFCs, and payment system operators. The directions recognise the extensive usage of information
technology and information technology enabled services to support the business models, products and services offered by
regulated entities to their customers. The aim of the IT Outsourcing Directions is to ensure that outsourcing arrangements
neither diminish REs ability to fulfil its obligations to customers nor impede effective supervision by the RBI. As per the
directions, a regulated entity shall take steps to ensure that the service provider employs the same high standard of care in
performing the services as would have been employed by the regulated entity itself, had the same activity not been
outsourced. The regulated entities need to ask their service providers to develop and establish a robust framework for
documenting, maintaining, and testing business continuity plan and disaster recovery plan.

A regulated entity can also outsource any IT activity/IT enabled service within its business group/conglomerate, subject to
conditions specified in the directions. Regulated entities intending to outsource any of its IT activities are required put in
place a comprehensive Board approved IT outsourcing policy which shall incorporate, inter alia, the roles and responsibilities
of the Board, committees of the Board (if any) and Senior Management, IT function, business function as well as oversight
and assurance functions in respect of outsourcing of IT services. The IT Outsourcing Directions also require regulated entities
to immediately notify the RBI in the event of breach of security and leakage of confidential customer related information. The
RBI has the power to impose penalties for violations of the directions. These directions shall come into effect from October 1,
2023.

Master Directions – Information Technology Governance, Risk, Control and Assurance Practices, dated November 7,
2023 (“IT Governance Directions”)

The RBI notified the IT Governance Directions to consolidate and update regulations pertaining to the governance of
information technology and the risks, assurance practices, control mechanisms and disaster management associated with IT
and cyber security. The IT Governance Directions apply to all NBFCs, including all NBFC-BL, NBFC-ML and NBFC-TL
with effect from April 1, 2024, but excludes NBFC-Core Investment Companies. With the coming into effect of these
regulations, the information technology framework directions for the NBFC sector will stand repealed, but only to the extent
as applicable to NBFC-TL, NBFC-ML and NBFC-UL.

The key requirements are as follows:

IT Governance

The IT Governance Directions lays down a framework for information technology (“IT Governance Framework”) that
focuses on strategic alignment, risk management, resource management, performance management and disaster recovery
management. NBFCs are obligated to set up an IT Governance Framework that specifies the governance structure adhering to
the business objectives of the respective NBFC, that specifies the roles of the board of directors and includes adequate
oversight mechanisms to mitigate risks associated with cyber and information security. Under the IT Governance Framework,
an IT Strategy Committee (“ITSC”) must be established that shall, inter alia, ensure that the NBFC has an effective IT
strategic planning process and the NBFC’s IT governance provides for accountability. The risk management policy, which
shall include IT related risks and cyber security related risks, shall be reviewed periodically by the risk management
committee of the board, in consultation with the ITSC.

IT Infrastructure and Services Management

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The IT Governance Directions also mandates NBFCs to have a framework that supports their information systems and
infrastructure to ensure operational resilience. In the event there are third-parties handling the NBFC’s information
technology or cyber security, the NBFC is required to put in place appropriate vendor risk assessment processes to, inter alia,
mitigate risk and to eliminate and address any conflict of interests.

IT Information and Security Risk Management

Under the IT Governance Directions, NBFCs are mandated to set up a framework that, inter alia, contains internal control
and processes to mitigate and manage risks, identifies critical information systems and provides for the fortification of the
same and contains procedures and controls to ensure a secure transmission/ storage/ processing of data and information.

Business Continuity Plan and Disaster Recovery Policy

The IT Governance Directions prescribe a business continuity plan and disaster recovery policy in order to reduce the
likelihood and impact of disruptive incident and to ensure the continuity of business. Disaster recovery drills in relation to
critical information are required to be done at least on a half-yearly basis and for other information systems, as per the risk
assessment of the NBFC.

Information System (“IS”) Audit

The IT Governance Directions states that the audit committee of the board shall overlook the functioning of the IS Audit. All
entities are required to have an IS audit policy that shall describe the mandate, scope and purpose of the audit. The audit
committee, under the IT Governance Directions, has to review the critical issues related to IT, information security and cyber
security and thereafter, provide guidance to the management regarding the same.

Guidelines on Digital Lending dated September 2, 2022 (the “Digital Lending Guidelines”)

Pursuant to the Digital Lending Guidelines issued by RBI, outsourcing arrangements entered into by a regulated entity, shall
not diminish its obligations and it shall continue to conform to the extant guidelines on outsourcing. A regulated entity is
required to ensure that activities including loan servicing, repayment, etc., shall be executed by the borrower directly in the
regulated entity’s bank account without any pass-through account/ pool account of a third party. Further, a regulated entity is
required to ensure that any fees or charges payable to the lending service provider (for carrying out functions like customer
acquisition, underwriting support, pricing support, servicing monitoring, recovery of specific loan or loan portfolio on behalf
of a regulated entity) shall be paid directly by the regulated entity and not charged to the borrower. A regulated entity shall
provide a key fact statement to the borrower before the execution of the contract in a standardized format for all digital
lending products. Additionally, any fees, charges, etc., which are not mentioned in the key fact statement cannot be charged
by a regulated entity to the borrower at any stage during the term of the loan. A regulated entity shall also ensure that lending
service providers and digital lending apps/ platforms do not store personal information of borrowers except some basic
minimal data that may be required to carry out their operation.

Guidelines on Default Loss Guarantee (DLG) in Digital Lending dated June 8, 2023 (the “DLG Guidelines”)

The DLG Guidelines, inter alia, set out requirements in relation to default loss guarantee (“DLG”) arrangements including the
structure of DLF arrangements, eligibility of the DLG provider, disclosure requirements and also sets out an upper limit on
the DLG provided. The DLG is required to be invoked within a maximum overdue period of 120 days, unless made good by
the borrower before that. Further, the period for which the DLG agreement will remain in force should not be less than the
longest tenor of the loan in the underlying loan portfolio.

The regulated entity is responsible for recognising individual loan assets in the portfolio as NPA and consequent
provisioning.

The DLG Guidelines also prescribe due diligence requirements of NBFCs prior to entering into or renewal of a DLF
arrangement. NBFCs are required to obtain sufficient information to satisfy themselves that the entity extending the DLG
would be able to honour it.

Registration of Factors (Reserve Bank) Regulations, 2022

The RBI on January 14, 2022 under section 3 read with section 31A of the Factoring Regulations, 2011 put in place a
regulatory framework pertaining to the manner of granting certificate of registration to the companies which propose to do
factoring business. Registration of Factors (Reserve Bank) Regulations, 2022 define a Non-Banking Financial Company –
Investment and Credit Company (NBFC-ICC) as any company which is a financial institution carrying on as its principal
business of asset finance, which is the providing of finance whether by making loans or advances or otherwise for any activity
other than its own and the acquisition of securities, and granted a certificate of registration under Section 45IA of the Reserve
Bank of India Act, 1934 (2 of 1934) and is not any other category of NBFCs as defined by the Reserve Bank in any of its
Master Directions.

Guidelines on Risk-based Internal Audit (“RBIA”) System for Select NBFCs and Urban Co-operative Banks dated
February 3, 2021, as amended (the “RBIA Guidelines”)
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In terms of the RBIA Guidelines, the non-deposit taking NBFCs with an asset size of ₹ 5,000 crore and above are required to
implement the RBIA framework in accordance with RBIA Guidelines. The RBIA Guidelines, inter alia, are intended to
enhance the efficacy of internal audit systems and contribute to the overall improvement of governance, risk management and
control processes followed by the NBFCs. Under the RBIA Guidelines, the board of directors of the NBFC must approve a
policy clearly documenting the purpose, authority, and responsibility of the internal audit activity, with a clear demarcation of
the role and expectations from risk management function and the RBIA function. It is also mandated that the policy be
reviewed periodically, and that the internal audit function is not outsourced. Further, the RBIA Guidelines also require that
the risk assessment of business and other functions of NBFCs should be conducted at least on an annual basis.

Scale Based regulation (“SBR”)- Revised Regulatory Framework for NBFCs by the RBI, 2021, dated October 22, 2021, as
amended (“SBR Framework”) read with RBI notification - Compliance Function and Role of Chief Compliance Officer
(CCO) - NBFCs dated April 11, 2022, as amended

The SBR Framework, which comes into effect on October 1, 2022, reflects the RBI’s attempt to premise the regulatory
framework for NBFCs on the scale, size, leverage, risk, and complexity of its operations. In this respect, the regulations place
the NBFCs are into following four brackets and prescribe a customised regulatory framework for each:

(i) NBFC-BL: This category is to consist of (a) non-deposit taking NBFCs below the asset size of ₹ 10 billion and (b)
NBFCs undertaking the following activities - (i) NBFC-Peer to Peer Lending Platform (“NBFC-P2P”), (ii) NBFC-
Account Aggregator (“NBFC-AA”), (iii) Non-Operative Financial Holding Company (“NOFHC”), and (iv) NBFCs
not availing public funds and not having any customer interface. NBFC-BLs shall largely continue to be subject to
regulations currently applicable to non-deposit taking NBFCs except the net owned fund requirement, NPA
classification, experience of the board, ceiling on IPO funding requirement, capital guidelines, prudential guidelines
and governance guidelines more particularly set out in the SBR Framework. NBFC-P2P, NBFC-AA, and NOFHC
shall be subject to extant regulations governing them. The SBR Framework also introduces a few changes for better
governance of NBFC-BLs viz. requirement for Board policy on loans to directors, senior officers, and relatives;
constitution of a Risk Management Committee; and disclosure of types of exposure, related party transactions, loans
to Directors/ Senior Officers and customer complaints.

(ii) NBFC-ML: This category is to consist of (a) all deposit taking NBFCs, irrespective of asset size, (b) non-deposit
taking NBFCs with asset size of ₹ 10 billion and above and (c) NBFCs undertaking the following activities (i)
Standalone Primary Dealers (“SPDs”), (ii) Infrastructure Debt Fund - Non-Banking Financial Companies (“IDF-
NBFCs”), (iii) Core Investment Companies (“CICs”), (iv) Housing Finance Companies (“HFCs”) and (v)
Infrastructure Finance Companies (“NBFC-IFCs”).

NBFC-MLs shall largely continue to be subject to regulations currently applicable to NBFC-ND-SIs and deposit-
taking NBFCs, as well as regulations applicable to NBFC-BLs.

(iii) NBFC-UL: This category to consist of only those NBFCs which are specifically identified as systemically
significant among NBFCs, based on specified parameters. The top 10 NBFCs by asset size would be included in this
layer, and the applicable threshold for classification would be determined pursuant to parametric analysis. NBFC-
ULs would be subject to regulations applicable to NBFC-MLs as well certain additional capital, and governance
requirements more particularly set out in the SBR Framework.

(iv) NBFC-TL: This category is to consist of NBFCs judged to be extreme in supervisory risk perception by the RBI.
NBFCs in this layer will be subject to higher capital charge, including enhanced and more intensive supervisory
engagement with such NBFCs.

The NBFC-UL and NBFC-ML shall have an independent Compliance Function and a Chief Compliance Officer (CCO) latest
by April 1, 2023, and October 1, 2023, respectively. The Board/Audit Committee (Board committee) shall ensure that an
appropriate Compliance Policy is put in place and implemented. The Senior Management shall carry out an exercise, at least
once a year, to identify and assess the major compliance risk facing the NBFC and formulate plans to manage it.

RBI Clarifications - Prudential norms on Income Recognition, Asset Classification and Provisioning (IRACP) pertaining
to Advances dated November 12, 2021, and February 15, 2022

Specification of due date/repayment date

The exact due dates for repayment of loan, frequency of repayment, breakup between principal and interest, examples of
SMA/NPA classification dates, etc. shall be clearly specified in the loan agreement and the borrower shall be apprised of the
same at the time of loan sanction and at the time of subsequent changes, if any, to the sanction terms/loan agreement till full
repayment of the loan. In cases of loan facilities with moratorium on payment of principal and/or interest, the exact date of
commencement of repayment shall also be specified in the loan agreements.

Classification as Special Mention Account (SMA) and Non-Performing Asset (NPA)

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The borrower accounts shall be flagged as overdue by the lending institutions as part of their day-end processes for the due
date, irrespective of the time of running processes. Similarly, classification of borrower accounts as SMA as well as NPA
shall be done as part of day-end process for the relevant date and the SMA or NPA classification date shall be the calendar
date for which the day end process is run. In case of borrowers having more than one credit facility from a lending institution,
loan accounts shall be upgraded from NPA to standard asset category only upon repayment of entire arrears of interest and
principal pertaining to all the credit facilities.

NPA classification in case of interest payments

In case of interest payments in respect of term loans, an account will be classified as NPA if the interest applied at specified
rests remains overdue for more than 90 days.

Upgradation of accounts classified as NPAs

Loan accounts classified as NPAs may be upgraded as ‘standard’ asset only if entire arrears of interest and principal are paid
by the borrower. With regard to upgradation of accounts classified as NPA due to restructuring, non-achievement of date of
commencement of commercial operations, etc., the instructions as specified for such cases shall continue to be applicable.

Statement on Development and Regulatory Policies dated August 6, 2020 (“Statement on DRP Policies”)

The Statement on DRP Policies facilitated revival of real sector activities and mitigate the impact on the ultimate borrowers,
provided a window under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions,
2019 (“Prudential Framework”) to enable the lenders to implement a resolution plan in respect of eligible corporate
exposures without change in ownership, and personal loans, while classifying such exposures as standard (as set out under the
Prudential Framework) subject to specified conditions. Moreover, in order to ameliorate the stress being faced by smaller
non-bank finance companies (NBFCs) and micro-finance institutions (MFIs) in obtaining access to liquidity, the RBI decided
to provide an additional special liquidity facility (ASLF) of ₹ 50 billion to NABARD for a period of one year at the RBI’s
policy repo rate for refinancing NBFC-MFIs and other smaller NBFCs of asset size of ₹ 5000 million and less to support
agriculture and allied activities and the rural non-farm sector.

Notification on Financial Inclusion by Extension of Banking Services – Use of Business Correspondents, dated June 24,
2014, issued by the Reserve Bank of India (“RBI”)

By virtue of its notification dated June 24, 2014, the RBI permitted NBFCs-ND to act as business correspondents of banks,
with the aim of accelerating financial inclusion. Prior to this notification, NBFCs could not be appointed as business
correspondents. The following conditions need to be satisfied in order for the banks to engage NBFCs-ND as business
correspondents: (i) It should be ensured that there is no comingling of bank funds and those of the NBFC-ND appointed as
business correspondent; (ii) There should be specific contractual arrangement between the bank and the NBFC-ND to ensure
that possible conflicts of interest are adequately taken care of; and (iii) Banks should ensure that the NBFC-ND does not
adopt any restrictive practice such as offering savings or remittance functions only to its own customers and the forced
bundling of services offered by the NBFC-ND and the bank does not take place.

Prevention of Money Laundering Act, 2002 (“PMLA”)

The PMLA was enacted to prevent money laundering and to provide for confiscation of property derived from, or involved,
in money laundering, and for incidental matters connected therewith. Section 12 of the PMLA inter alia casts certain
obligations on reporting entities (as defined under the PMLA) in relation to preservation of records and reporting of
transactions.

Loans and Advances – Regulatory Restrictions - NBFCs, dated April 19, 2022, as amended

The RBI introduced certain regulatory restrictions on lending in respect of NBFCs placed in different layers. The circular
states that unless sanctioned by the Board of Directors/Committee of Directors, NBFCs shall not grant loans and advances
aggregating ₹ 50 million and above to: (a) their directors (including the Chairman/ Managing Director) or relatives of
directors, (b) any firm in which any of their directors or their relatives is interested as a partner, manager, employee or
guarantor, and (c) any company in which any of their directors, or their relatives is interested as a major shareholder, director,
manager, employee or guarantor. The circular also provides guidelines in relation to (i) loans and advances to senior officers
of the NBFCs and (ii) loans and advances to the real estate sector. Further, all the NBFC-BLs are required to have a policy
approved by board of directors on grant of loans to directors, senior officers, and relatives of directors and to entities where
directors or their relatives have major shareholding.

Aadhaar (Targeted Delivery of Financial and other Subsidies, Benefits and Services) Act (the “Aadhaar Act”), 2016 and
the rules and regulations made thereunder, and the rules and regulations made thereunder

The Aadhaar Act aims to provide for, as good governance, efficient, transparent and targeted delivery of subsidies, benefits
and services, the expenditure for which is incurred from the Consolidated Fund of India or the Consolidated Fund to the State
to individuals residing in India, through assigning of unique identity numbers to such individuals and for matters connected

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therewith or incidental thereto. The Aadhar Act establishes Unique Identification Authority of India (“UIDAI”), which is
responsible for authentication and enrolment of individuals under the Aadhaar programme. The Aadhar Act also provides for
the appointment of Enrolling Agency, which would be responsible for the enrolment of individuals. The Aadhar Act, to
authenticate the Aadhar Numbers, appoints a requesting entity, that would submit the Aadhar Number along with
demographic information or biometric information to the Central Identities Data Repository. Lastly, the Aadhar Act also
provides for the protection and confidentiality of identity information and authentication records of individuals.

The Telecommunications Act, 2023 (the “Telecom Act”)

On December 24, 2023, the Telecom Act received Presidential assent. The Telecom Act amends and consolidates laws
relating to development, expansion and operation of telecommunication services and telecommunication networks and
assignment of spectrum. In terms of the Telecom Act, any person intending to provide telecommunication services; to
establish operate, maintain or expand telecommunication network; or possess radio equipment; is required to obtain an
authorisation from the Government of India subject to terms and conditions and fees and charges as prescribed thereunder.
Further, the Telecom Act provides for a continued validity of a license, registration, permission by whatever name called for
the duration as specified under such license, registration or permission where the definite validity is given or for a period of
five years from the appointed day where a definite validity period is not given, granted prior to the appointed day under the
Indian Telegraph Act, 1885 or the Indian Wireless Telegraphy Act, 1933, in respect of provision of telecommunication
services or network, subject to the conditions specified therein. The Telecom Act also provides that the Government of India,
being the owner of the spectrum on behalf of the people, shall assign the spectrum in accordance with the Telecom Act, and
may notify National Frequency Allocation Plan from time to time. In terms of the Telecom Act, any facility provider may
submit an application to a public entity under whose control, ownership or management, the public property is vested, to seek
permissions for right of way for telecommunication network under, over, along, across, in or upon such public property.

The Government of India has also been empowered to notify standards and conformity assessment measures in respect of,
amongst other things, telecommunication equipment, identifiers, network, services and security. The universal service
obligation fund created under the Indian Telegraph Act, 1885 shall, from the appointed day, be the “Digital Bharat Nidhi”
under the control of the Government of India and has been empowered to discharge functions in terms of the Telecom Act.
The Government of India, for the purposes of encouraging and facilitating technological development in telecommunication,
may create regulatory sandboxes in terms of the Telecom Act. Further, in terms of the Telecom Act, the Government of India
may provide measures for protection of users in consonance with regulations notified by TRAI, including measures such as
prior consent of users for receiving specified messages; preparation and maintenance of registers such as ‘Do Not Disturb’
registers; and the mechanism to enable users to report malware or specified messages in contravention of the Telecom Act.
The Telecom Act also prescribes certain penalties for offences such as attempt to gain unauthorised access to a
telecommunication network or possession of any equipment that blocks telecommunication without an authorization; and also
empowers the Government of India to establish online dispute resolution mechanisms for resolution of disputes between users
and authorized entities providing telecommunication services.

The Telecom Act will come into force on such date as the Central Government may, by notification in the Official Gazette,
appoint and different dates may be appointed for different provisions of the Telecom Act. Subject to provisions of the
Telecom Act, the enforcement of the Telecom Act shall repeal the Indian Telegraph Act, 1885, Indian Wireless Telegraphy
Act, 1933, and the Telegraph Wires (Unlawful Possession) Act, 1950, and amend the provisions of the Telecom Regulatory
Authority of India Act, 1997. Part III of the Indian Telegraph Act, 1885 shall continue to apply to laying of transmission lines
under the Section 164 of the Electricity Act, 2003.

The Indian Telegraph Act, 1885 (the “Indian Telegraph Act”)

The Indian Telegraph Act is the principal legislation regulating telegraphs, which include any appliance, instrument, material
or apparatus used or capable of use for transmission or reception of signs, signals, writing, 199 images and sounds or
intelligence of any nature by wire, visual or other electro-magnetic emissions, radio waves or hertzian waves, galvanic,
electric or magnetic means. The Indian Telegraph Act vests an exclusive privilege with respect to telegraph with the
Government of India. It empowers the Government the power to issue licence to private operators for offering telegraph
services. Further, by way of amendments made in 2003, the Indian Telegraph Act deals with setting up of the Universal
Service Obligation Fund for the purpose of meeting universal service obligations. The Indian Telegraph Act lays down the
procedures and guidelines to be followed; for installing and maintaining communication equipment and sets the guidelines for
setting up of communication devices in private property. The Indian Telegraph Act lays down the offences and penalties with
respect to unauthorized use of communication or telegraph services, and also provides for the procedure for resolution of any
dispute which may arise between the service provider and the owner of such private property. Subject to provisions of the
Telecom Act, the enforcement of the Telecom Act shall repeal the Indian Telegraph Act.

Revised Guidelines for Other Service Providers, w.e.f. June 23, 2021

Other service providers (“OSPs”) refer to companies providing services like tele-banking, tele-medicine, tele-education, tele-
trading, e-commerce, call centre, network operation centre and other IT Enabled Services. The New Telecom Policy, 1999
required registration of OSPs with the Department of Telecommunications, Ministry of Communications and Information
Technology, GoI (“DoT”). However, the Revised Guidelines for Other Service Providers issued by DoT, has repealed the
registration requirement for OSP centres in India. Further, the Revised Guidelines has repealed the requirement of submission
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of bank guarantees and annual reports/periodic compliances. Pursuant to the new guidelines, there exists no distinction
between domestic and international OSPs and the restriction on data interconnectivity between OSP centres is removed. An
OSP is subject to the terms and conditions set out in the “Terms and Conditions - Other Service Provider Category” dated
August 5, 2008, issued by the DoT (“OSP Terms and Conditions”).

The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, as amended
(“SARFAESI Act”)

The SARFAESI Act governs securitization of financial assets in India. The SARFAESI Act provides that any securitization
or reconstruction company may acquire the financial assets of a bank or financial institution by either entering into an
agreement with such bank or financial institution for the transfer of such assets to the company or by issuing a debenture or
bond or any other security in the nature of the debenture, for consideration, as per such terms and conditions as may be
mutually agreed between them. The SARFAESI Act further provides that if the bank or financial institution is a lender in
relation to any financial assets acquired by the securitization/reconstruction company as stated above, then such company
shall be deemed to be the lender in relation to those financial assets. Further, upon such acquisition, all material contracts
entered into by the bank or financial institution, in relation to the financial assets, shall also get transferred in favour of the
securitization/reconstruction company. The SARFAESI Act also enables banks and notified financial institutions to enforce
the underlying security of an NPA without court intervention. Pursuant to an asset being classified as an NPA, the security
interest can be enforced as per the procedure laid down in the Security Interest Enforcement Rules, 2002.

Motor Vehicles Act, 1988 (the “Motor Vehicles Act”)

The Motor Vehicles Act and the rules prescribed thereunder regulate all aspects of motor vehicles in India, including
licensing of drivers, registration of motor vehicles, control of motor vehicles through permits, special provisions relating to
state transport undertakings, insurance, liabilities, offences and penalties. Accordingly, the Motor Vehicles Act places a
liability on every owner of, or person responsible for, a motor vehicle to ensure that every person who drives a motor vehicle
holds an effective driving license. Further, the Motor Vehicles Act requires that an owner of a motor vehicle bear the
responsibility of ensuring that the vehicle is registered in accordance with the provisions of the Motor Vehicles Act and that
the certificate of registration of the vehicle has not been suspended or cancelled. Further, the Motor Vehicles Act prohibits a
motor vehicle from being used as a transport vehicle unless the owner of the vehicle has obtained the required permits
authorizing him/her to use the vehicle for transportation purposes. The Central Motor Vehicles Rules, 1989, is a set of rules
prescribed under the Motor Vehicles Act, which lay down the procedures for licensing of drivers, driving schools, registration
of motor vehicles and control of transport vehicles through issue of tourist and national permits. It also lays down rules
concerning the construction, equipment and maintenance of motor vehicles and insurance of motor vehicles against third
party risks.

The Carriage by Road Act, 2007 (the “Road Carriage Act”)

The Road Carriage Act, and the rules framed thereunder, have been enacted for regulating common carriers, limiting their
liability and declaration of value of goods delivered in order to determine their liability for loss of, or damage to, such goods
occasioned by the negligence or criminal acts by such carriers, their servants or agents and for incidental matters. The Road
Carriage Act defines a ‘common carrier’ as a “person engaged in the business of collecting, storing, forwarding or
distributing goods to be carried by goods carriages under a goods receipt or transporting for hire of goods from place to place
by motorised transport on road, and includes a goods booking company, contractor, agent, broker, and courier agency
engaged in the door-to-door transportation of documents, goods or articles utilising the services of a person, either directly or
indirectly, to carry or accompany such documents, goods or articles, but does not include the Government”. No person can
engage in the business of a common carrier unless he/she has a valid certificate of registration. As per the Carriage by Road
Rules, 2011, the liability of a common carrier for loss or damage to any consignment is limited to 10 times of the freight paid,
or payable, provided such amount shall not exceed the value of the goods declared in the goods forwarding note.

The Motor Transport Workers Act, 1961 (the “MTW Act”)

The MTW Act regulates the welfare of motor transport workers and the conditions of their work. Every motor transport
undertaking employing five or more motor transport workers is required to comply with the provisions of the MTW Act.
Among other provisions, the MTW Act stipulates compliances pertaining to working hours, payment of wages and protection
of the welfare and health of employees. Any contravention of a provision regarding employment of motor transport workers
is punishable with imprisonment or with fine.

Consumer Protection Act, 2019 (the “Consumer Protection Act”)

The Consumer Protection Act was designed and enacted to provide simpler and quicker access to redress consumer
grievances. It seeks, among other things, to promote and protect the interests of consumers against deficiencies and defects in
goods or services and secure the rights of a consumer against unfair trade practices, which may be practiced by
manufacturers, service providers and traders. The definition of “consumer” under the Consumer Protection Act includes
persons engaged in offline or online transactions through electronic means or by tele-shopping or direct selling or multi-level
marketing. It provides for the establishment of consumer disputes redressal forums and commissions for the purpose of
redressal of consumer grievances. In addition to awarding compensation and/or passing corrective orders, the forums and
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commissions under the Consumer Protection Act, in cases of misleading or false advertisements, are empowered to impose
imprisonment for a term, which may extend to two years and fine which may extend to rupees ten lakh, and for every
subsequent offence, imprisonment for a term which may extend to five years and a fine which may extend to fifty lakh
rupees.

In line with the Consumer Protection Act, the Ministry of Consumer Affairs, Food and Public Distribution, Government of
India has also notified the Consumer Protection (E-Commerce) Rules, 2020 (“E-Commerce Rules”) which provides a
framework to regulate the marketing, sale and purchase of goods and services online. The E-Commerce Rules govern e-
commerce entities which own, operate, or manage a digital or electronic facility or platform for electronic commerce, and
sellers of products and services. The proposed amendment to these Rules, brought in on June 21, 2021, has widened the scope
of the Rules by including fall-back liability, mis-selling and mandates registration of every e-commerce entity that intends to
operate in India with the Department of Industry and Internal Trade (DPIIT). It further mandated the appointment of a Chief
Compliance Officer, Nodal Contact Person, Resident Grievance Officer as part of an efficient redressal mechanism.

The Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder

The IT Act seeks to: (i) provide legal recognition to transactions carried out by various means of electronic data interchange
involving alternatives to paper-based methods of communication and storage of information; (ii) facilitate electronic filing of
documents; and (iii) create a mechanism for the authentication of electronic documentation through digital signatures. The IT
Act provides for extraterritorial jurisdiction over any offence or contravention under the IT Act committed outside India by
any person, irrespective of their nationality, if the act or conduct constituting the offence or contravention involves a
computer, computer system or computer network located in India. Additionally, the IT Act empowers the Government of
India to direct any of its agencies to intercept, monitor or decrypt any information in the interest of sovereignty, integrity,
defence and security of India, friendly relations with foreign states or public order or preventing incitement to the commission
of any cognizable offence relating to an investigation of the offence. The Information Technology (Procedure and Safeguards
for Blocking for Access of Information by Public) Rules, 2009 specifically permit the Government of India to block access of
any information generated, transmitted, received, stored or hosted in any computer resource by the public, the reasons for
which are required to be recorded by it in writing.

The IT Act facilitates electronic commerce by recognizing contracts concluded through electronic means, protects
intermediaries in respect of third-party information liability and creates liability for failure to protect sensitive personal data.
The IT Act also prescribes civil and criminal liability including fines and imprisonment for computer related offences
including those relating to unauthorized access to computer systems, tampering with or unauthorised manipulation of any
computer, computer system or computer network and damaging computer systems, and creates liability for negligence in
dealing with or handling any sensitive personal data or information in a computer resource and in maintaining reasonable
security practices and procedures in relation thereto, among others.

The IT Act empowers the Government of India to formulate rules with respect to reasonable security practices and procedures
and sensitive personal data. In exercise of this power, the Department of Information Technology, (“DoIT”) Ministry of
Electronics and Information Technology, Government of India, in April 2011, notified the Information Technology
(Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security
Rules”) which prescribe directions for the collection, disclosure, transfer and protection of sensitive personal data by a body
corporate or any person acting on behalf of a body corporate. The IT Security Rules require every such body corporate to
provide a privacy policy for handling and dealing with personal information, including sensitive personal data, ensuring
security of all personal data collected by it and publishing such policy on its website. The IT Security Rules further require
that all such personal data be used solely for the purposes for which it was collected, and any third party disclosure of such
data is made with the prior consent of the information provider, unless contractually agreed upon between them or where such
disclosure is mandated by law.

The DoIT also notified the Information Technology (Intermediaries Guidelines) Rules, 2021 (“IT Intermediary Rules”)
requiring intermediaries receiving, storing, transmitting, or providing any service with respect to electronic messages to
observe due diligence while publishing on its website or application and ensure that users do not host, display, upload,
modify, publish, transmit, store, update or share any information that belongs to another person, is defamatory, obscene,
pornographic, paedophilic, invasive of another‘s privacy, including bodily privacy, insulting or harassing on the basis of
gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise
inconsistent with or contrary to the laws in force; is harmful to child; infringes any patent, trademark, copyright or other
proprietary rights; violates any law for the time being in force; deceives or misleads the addressee about the origin of the
message or knowingly and intentionally communicates any information which is patently false or misleading in nature but
may reasonably be perceived as a fact; impersonates another person; threatens the unity, integrity, defence, security or
sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any
cognizable offence or prevents investigation of any offence or is insulting other nation; contains software virus or any other
computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; is patently
false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for
financial gain or to cause any injury to any person; The IT Intermediary Rules mandate the appointment of a grievance officer
and a mechanism for victims to report violations. They also impose criminal penalties under the Indian Penal Code to
intermediaries not adhering to them.

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The Digital Personal Data Protection Act, 2023 (the “DPDP Act”)

The DPDP Act deals with the provisions relating to protection of personal and sensitive data by fiduciaries. As per the Act,
entities responsible for collecting, storing, and processing digital personal data are defined as data fiduciaries and have
defined obligations, that include maintaining security safeguards, ensuring completeness, accuracy, and consistency of
personal data; intimation of data breach in a prescribed manner to the Data Protection Board of India , data erasure on consent
withdrawal or on the expiry of the specified purpose, the data fiduciary having to appoint a data protection officer and set up
grievance redress mechanisms, and the consent of the parent/guardian being mandatory in the case of children/minors (those
under eighteen years of age). It also states that any processing that is likely to have a detrimental effect on a child is not
permitted. It prohibits tracking, behavioural monitoring, and targeted advertising directed at children. There is an additional
category of data fiduciaries known as significant data fiduciaries (“SDFs”). The government will designate data fiduciaries as
SDFs based on certain criteria—volume and sensitivity of data and risks to data protection rights, sovereignty and integrity,
electoral democracy, security, and public order. SDFs will have additional obligations that include appointing a data
protection officer based in India who will be answerable to the board of directors or the governing body of the SDF and will
also serve as the point of contact for grievance redressal; and conducting data protection impact assessments and audits and
taking other measures as prescribed by the government. Any form of non-compliance shall attract financial penalty as
prescribed in Schedule I of the DPDP Act which may extend to ₹2,500 million.

The Government of India is considering enacting legislation for non-personal data (“NPD”). In September 2019, the Ministry
of Electronics and Information Technology established the NPD Committee to propose regulations for NPD. The committee
has released two reports suggesting frameworks for NPD governance, access, sharing, and a registration regime for data
businesses. In May 2022, a draft National Data Governance Framework was issued, aiming to mobilize non-personal data for
public and private use, proposing a non-personal data-based India datasets program and outlining rules for secure access by
the research and innovation ecosystem.

Intellectual Property Laws

The Trade Marks Act, 1999 (the “Trade Marks Act”)

The Trade Marks Act governs the statutory protection of trademarks and prevention of the use of fraudulent marks in India. It
provides for the application and registration of trademarks in India. It also provides for exclusive rights to marks such as
brand, label, and heading and to obtain relief in case of infringement for commercial purposes as a trade description. Under
the provisions of the Trade Marks Act, an application for trade mark registration may be made with the Controller General of
Patents, Designs and Trademarks by any person or persons claiming to be the proprietor of a trade mark, whether individually
or as joint applicants, and can be made on the basis of either actual use or intention to use a trade mark in the future. Once
granted, a trade mark registration is valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not
renewed, the mark lapses and the registration is required to be restored to gain protection under the provisions of the Trade
Marks Act. The Trade Marks Act prohibits registration of deceptively similar trademarks and provides penalties for
infringement, falsifying or falsely applying for trademarks. Further, pursuant to the notification of the Trade Marks
(Amendment) Act, 2010, simultaneous protection of trade mark in India and other countries has been made available to
owners of Indian and foreign trade marks. It also seeks to simplify the law relating to the transfer of ownership of trade marks
by assignment or transmission and to bring the law in line with international practices.

Labour Legislations

Contract Labour (Regulation & Abolition) Act, 1970 (the “CLRA”)

The CLRA, as amended requires companies employing 20 or more contract labourers to be registered as a principal employer
and prescribes certain obligations with respect to welfare and health of contract labourers. Under the CLRA, both the
principal employer and the contractor are to be registered with the registering officer. The CLRA imposes certain obligations
on the contractor in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other
facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the principal employer
is under an obligation to provide these facilities within a prescribed time period.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “POSH Act”)

In order to curb the rise in sexual harassment of women at workplace, the POSH Act was enacted for prevention and redressal
of complaints and for matters connected therewith or incidental thereto. The terms “sexual harassment” and “workplace” are
both defined in the POSH Act. Every employer should also constitute an “Internal Complaints Committee” and every officer
and member of the company shall hold office for a period of not exceeding three years from the date of nomination. Any
aggrieved woman can make a complaint in writing to the Internal Committee in relation to sexual harassment of female at
workplace. Every employer has a duty to provide a safe working environment at workplace which shall include safety from
the persons coming into contact at the workplace, organising awareness programs and workshops, display of rules relating to
the sexual harassment at any conspicuous part of the workplace, provide necessary facilities to the internal or local committee
for dealing with the complaint, such other procedural requirements to assess the complaints.

The Employees Provident Funds and Miscellaneous Provision's Act, 1952 (the “EPF Act”)

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The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the government from
time to time. All the establishments under the EPF Act are required to be registered with the appropriate Provident Fund
Commissioner. Also, in accordance with the provisions of the EPF Act, the employers are required to contribute to the
employees’ provident fund the prescribed percentage of the basic wages, dearness allowances and remaining allowance (if
any) payable to the employees. The employee shall also be required to make the equal contribution to the fund. The Central
Government under Section 5 of the EPF Act frames Employees Provident Scheme, 1952.

Employees' State Insurance Act, 1948 (the “ESI Act”)

The ESI Act provides for certain benefits to employees in case of sickness, maternity and ‘employment injury’ and make
provision for certain other matters in relation thereto. It shall apply to all factories (including factories belonging to the
Government) other than seasonal factories. Provided that nothing contained in this sub-section shall apply to a factory or
establishment belonging to or under the control of the Government whose employees are otherwise in receipt of benefits
substantially similar or superior to the benefits provided under this Act. The ESI Act requires all the employees of the
establishments to which this Act applies to be insured in the manner provided there under. Employer and employees both are
required to make contribution to the fund. The return of the contribution made is required to be filed with the Employee State
Insurance department

The Payment of Gratuity Act, 1972 (the “Gratuity Act”)

The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field,
plantation, port and railway company, every shop or establishment, in which 10 or more persons are employed or were
employed on any day of the preceding 12 months and in such other establishments in which 10 or more employees are
employed or were employed on any day of the preceding 12 months, as notified by the central government from time to time.
Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for gratuity
upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the entitlement to
gratuity in the event of death or disablement will not be contingent upon an employee having completed five years of
continuous service. The maximum amount of gratuity payable may not exceed such amount as may be notified by the Central
Government from time to time.

Payment of Bonus Act, 1965

The Payment of Bonus Act, 1965 imposes statutory liability upon the employers of every establishment in which 20 or more
persons are employed on any day during an accounting year to pay bonus to their employees. It further provides for payment
of minimum and maximum bonus and links the calculation for the payment of bonus payable with production and
productivity.

Maternity Benefit Act, 1961 (the “Maternity Act”)

The Maternity Act provides for leave and right to payment of maternity benefits to women employees in case of confinement
or miscarriage etc. The Maternity Act is applicable to every establishment inter alia to every shop or establishment within the
meaning of any law for the time being in force in relation to shops and establishments in a state, in which ten or more persons
are employed, or were employed, on any day of the preceding twelve months; provided that the State Government may, with
the approval of the Central Government, after giving at least two months’ notice shall apply any of the provisions of the
Maternity Act to any specific establishments or class of establishments, industrial, commercial, agricultural or otherwise.

Minimum Wages Act, 1948

The Act provides for fixing minimum rates of wages in scheduled employments including those in the private sector. Both the
Central Government and the State Governments are appropriate Governments to fix, review and revise the minimum wages in
scheduled employments in their respective jurisdiction and the minimum rates of wages so fixed are equally applicable to
both public and private sector. Under the Code on Wages, 2019, minimum wages fixed by the appropriate Governments are
applicable across all employments in public and private sectors, and organized and unorganized sectors. The provisions of the
Code on Wages Act, 2019, relating to minimum wages have not come into force.

Shops and establishments legislations

Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set up,
such establishments are required to be registered. Such legislations regulate the working and employment conditions of the
workers employed in shops and establishments including commercial establishments and provide for fixation of working
hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other
rights and obligations of the employers and employees. All establishments must be registered under the shops and
establishments legislations of the state where they are located. There are penalties prescribed in the form of monetary fine or
imprisonment for violation of the legislations, as well as the procedures for appeal in relation to such contravention of the
provisions.

Tax related legislations

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The tax related laws that are applicable to us include the Income-tax Act, 1961, Income Tax Rules, 1962, goods and services
tax legislation comprising Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, the
respective states’ Goods and Services Tax Act, 2017 and various rules and notifications thereunder and as issued by taxation
authorities.

Other laws and regulations

In addition to the above, our Company is required to comply with the provisions of the Companies Act, FEMA, and other
applicable RBI guidelines/ circulars and notifications, labour laws, various tax related legislations and other applicable
statutes for its day-to-day operations

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as ‘Zinka Logistics Solutions Private Limited’ at Bengaluru, Karnataka as a private limited
company under the Companies Act, 2013, pursuant to a certificate of incorporation dated April 20, 2015, issued by the RoC.
Subsequently, our Company was converted to a public limited company and the name of our Company changed to ‘Zinka
Logistics Solutions Limited’ pursuant to a Shareholders’ resolution dated June 11, 2024 and a fresh certificate of
incorporation dated June 19, 2024 was issued by the RoC.

Changes in the Registered and Corporate Office

The following table sets forth details of the change in the registered and corporate office of our Company since the date of its
incorporation:

Date of Board Details of the change in address of our registered office Reason for change in registered
resolution office

April 26, 2016 Change in the registered office of our Company from # 4, 2 nd Floor, 80 ft. Operational convenience
Road, S.T. Bed Layout, Koramangala, Bengaluru 560 034, Karnataka to 6 th
Floor, No. 17/1, Opposite Cessna Business Park, Kaverappa Layout,
Kadubeesanahalli, Bellandur, Bengaluru 560 103, Karnataka

October 10, 2018 Change in the registered office of our Company from 6th Floor, No. 17/1, Operational convenience
Opposite Cessna Business Park, Kaverappa Layout, Kadubeesanahalli,
Bellandur, Bengaluru 560 103, Karnataka to Vaswani Presidio, no. 84/2, II
Floor, Panathur Main Road, Kadubeesanahalli, Off Outer Ring Road,
Bengaluru 560 103, Karnataka

Main objects of our Company

The main objects contained in our Memorandum of Association are as follows:

1. “To carry on the business in India and abroad of technology based logistics products and services including
transport aggregation for providing customers with a platform, in the physical and/or electronic for, through means
of facsimile, electronic mail (e-mail), internet, intranet, e-commerce, m-commerce, mobile applications and/or any
other means to enable transactions of hiring of all types of trucks, lorries, containers, cold storage, vehicles, cars,
fleet taxis, or any other motor vehicles for consideration, commission, service fee, insertion fee and to act as a
platform, consultant, agent and service provider.

2. To solicit and procure Insurance Business and Corporate Agent or in such other manner as permitted by law in
respect of all classes of insurance and to undertake such other activities as are incidental or ancillary thereto.

3. To carry on the business of services in whole or in part, in India and elsewhere, for developing, operating,
maintaining portals, platforms (physical, digital or electronic), software applications for Internet, mobile and other
telecommunication devices for buying, selling and trading of all types of new, used or second hand automobiles
including trucks and all kinds of automobile products, tools, spare parts, accessories (through auctions, classified,
fixed price and other price formats) and to provide related services such as consultancy, facilitation of financing
services and coordination services with manufacturers, suppliers, dealers and customers. Further to carry on the
business of reconditioning, repairing, remodelling, redesigning of such vehicles and also acting as dealer for the
said vehicles.

4. To carry on the business of facilitating information flow on financial services including online financial services for
all kinds of loans, insurance and investment products.”

The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently
being carried on and proposed to be carried on by our Company.

Amendments to our Memorandum of Association

The following table set forth details of the amendments to our Memorandum of Association in the last 10 years:

Date of Shareholders’ Details of the amendments

Resolution

June 27, 2015 Clause 5 of the Memorandum of Association of our Company was amended to reflect the reclassification of
50,000 unissued equity share capital of our Company into 50,000 CCPS having face value of ₹10 each and sub-
division of 50,000 issued and unissued equity shares having face value of ₹10 each into 500,000 equity shares

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 Date of Shareholders’ Details of the amendments
Resolution

of ₹1 each amounting to ₹500,000

November 27, 2015 Clause 3 (B) (2) of the Memorandum of Association of our Company was deleted to align it with the business
of our Company. Clause 3 (B) (2) of the Memorandum of Association of our Company prior to its deletion read
as follows:

“To undertake and carry on research and development work and to own, establish, maintain laboratories,
experiment centers, assist, subsidize any Government Semi Government, Private, Universities for Scientific and
other research work and inventions related to the agro based business of the company by providing or
contributing to the remuneration of research, scientific or technical Professors, teachers for technical
researchers, providing or contributing to the awards, prizes, scholarships, grants, sponsorships to the students
or others to encourage them.”

Clause 5 of the Memorandum of Association of our Company was amended to reflect the increase in authorised
share capital of our Company from ₹1,000,000 divided into 500,000 equity shares having face value of ₹1 each
and 50,000 CCPS having face value of ₹10 each to ₹2,000,000 divided into 500,000 equity shares having face
value of ₹1 each and 150,000 CCPS having face value of ₹10 each

September 11, 2018 Clause 5 of the Memorandum of Association of our Company was amended to reflect the increase in
authorised share capital of our Company from ₹2,000,000 divided into 500,000 equity shares having face value
of ₹1 each and 150,000 CCPS having face value of ₹10 each to ₹160,000,000 divided into 15,000,000 equity
shares having face value of ₹1 each and 14,500,000 CCPS having face value of ₹10 each

October 25, 2018 Clause 3 (A) of the Memorandum of Association of our Company was amended to reflect the following
insertion after clause 3 (A) (1):

“2. To solicit and procure Insurance Business and Corporate Agent or in such other manner as permitted by
law in respect of all classes of insurance and to undertake such other activities as are incidental or ancillary
thereto.”

September 30, 2022 Clause 3 (A) of the Memorandum of Association of our Company was amended to reflect the following
insertion after clause 3 (A) (2):

“3. To carry on the business of services in whole or in part, in India and elsewhere, for developing, operating,
maintaining portals, platforms (physical, digital or electronic), software applications for Internet, mobile and
other telecommunication devices for buying, selling and trading of all types of new, used or second hand
automobiles including trucks and all kinds of automobile products, tools, spare parts, accessories (through
auctions, classified, fixed price and other price formats) and to provide related services such as consultancy,
facilitation of financing services and coordination services with manufacturers, suppliers, dealers and
customers. Further to carry on the business of reconditioning, repairing, remodelling, redesigning of such
vehicles and also acting as dealer for the said vehicles.

4. To carry on the business of facilitating information flow on financial services including online financial
services for all kinds of loans, insurance and investment products.”

April 10, 2024 “Clause 5 of the Memorandum of Association of our Company was amended to reflect the increase in
authorised share capital of our Company from ₹160,000,000 divided into 15,000,000 equity shares having face
value of ₹1 each and 14,500,000 CCPS having face value of ₹10 each to ₹395,000,000 divided into
250,000,000 equity shares having face value of ₹1 each and 14,500,000 CCPS having face value of ₹10 each”

June 11, 2024 Clause I of the Memorandum of Association of our Company was amended to reflect the change in name of our
Company from ‘Zinka Logistics Solutions Private Limited’ to ‘Zinka Logistics Solutions Limited’ pursuant to
the conversion of our Company from a private limited company to a public limited company

Major events and milestones in the history of our Company

The table below sets forth the key events and milestones in the history of our Company:

Financial Year Particulars

2015 Incorporation of our Company
2015 First Institutional fund raise led by Accel India IV (Mauritius) Limited
2023 Received NBFC license for subsidiary BlackBuck Finserve Private Limited
2024 Crossed ₹2,000.00 million in revenue

Awards, accreditations and recognitions received by our Company

Financial Year Award

2018 Zee Business Company of the Year (Logistics)

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 Financial Year Award
2018 CNBC TV18 Young Turk Start-up of the year
2019 Frost and Sullivan Indian Long-Haul Freight Brokerage Industry Entrepreneurial Company of the Year
2020 Venture Capital Deal of the year awarded by Mint
2022 Tech Circle / Mint Digital business Transformation Award in the category of Good Business for Social Impact
2022 Certified as a “Great Place to Work” by ET
2023 ET Top 50 Companies with Great Managers

Significant financial and/or strategic partners

Our Company does not have any significant financial and/or strategic partners as on the date of this Red Herring Prospectus,
other than in the ordinary course of our business.

Time and cost over-runs

There have been no time or cost over-runs in respect of our business operations as on the date of this Red Herring Prospectus.

Defaults or re-scheduling, restructuring of borrowings with financial institutions or banks

Except for the moratorium availed by our Company during the Covid-19 pandemic in relation to the term loans extended to
our Company, there have been no defaults or rescheduling/ restructuring of borrowings availed by our Company with
financial institutions/ banks.

Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility
creation or location of plants

Pursuant to a Share Purchase Agreement dated December 20, 2022 entered into between our Company and Trukker Holding
Limited, our Company sold 100% of its shareholding in Blackbuck Poland spotka z ograniczonz odpowiedzialnosciq to
Trukker Holding Limited and thereby exited the market in Poland.

Pursuant to a resolution passed by our Board on March 10, 2023, our Company wound up the affairs of our wholly owned
subsidiary, Blackbuck Netherlands B.V., and thereby exited the market in Netherlands.

For details of key products or services launched by our Company, entry into new geographies or exit from existing markets,
capacity/ facility creation, location of our manufacturing facilities, see “-Details regarding material acquisitions or
divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” “Our
Business” and “Restated Consolidated Financial Information” on pages 208, 163 and 239.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any

revaluation of assets, etc. in the last 10 years

Except as stated below, our Company has not acquired or divested any business or undertaking and has not undertaken any
merger, amalgamation or revaluation of assets in the last 10 years:

Slump sale of Blackbuck Poland Spółka z

Pursuant to a Share Purchase Agreement dated December 20, 2022 entered into between our Company and Trukker Holding
Limited, our Company sold 100% of its shareholding in Blackbuck Poland spotka z ograniczonz odpowiedzialnosciq to
Trukker Holding Limited (“Slump Sale”).

The details in respect of the Slump Sale have been set out below:

Particulars Details in respect of the Slump Sale

Name of acquirer Trukker Holding Limited
Relationship of our Promoters or Directors with the acquirer None
Summarized information about valuation The Slump Sale was undertaken at a valuation of PLN 1,893,485
(equivalent to ₹35,398,702 at 1 PLN = ₹18.69)
Effective date of transaction December 20, 2022
Documents pertaining to the Slump Sale Share Purchase Agreement dated December 20, 2022 entered into between
our Company and Trukker Holding Limited

Hive-off of our corporate freight business

Our Company entered into (i) Business Transfer Agreement dated August 5, 2024 with Zast Logisolutions Private Limited
(“Zast” and the Business Transfer Agreement as “Zast BTA”); (ii) Share Subscription Agreement dated August 16, 2024
with (a) Zast; (b) Praveen Jain; (c) Pervinder Singh Chawla; (d) Bhupinder Singh Kohli and (e) Payal Jain (“Zast SSA”); and
(iii) Shareholders’ Agreement dated August 16, 2024 inter alia with (a) Zast; (b) Praveen Jain; (c) Pervinder Singh Chawla;
(d) Bhupinder Singh Kohli and (e) Payal Jain (“Zast SHA” along with the Zast BTA and Zast SSA as the “Zast

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Agreements”). Pursuant to the Zast Agreements, our Company hived off its corporate freight business. For further
information please see “Pro forma Financial Information” on page 330.

The details in respect of the Hive-off have been set out below:

Particulars Details in respect of the Slump Sale

Name of acquirer Zast Logisolutions Private Limited
Relationship of our Promoters or Directors with the None
acquirer
Summarized information about valuation The Slump Sale was undertaken at a valuation of ₹958.54 million
Effective date of transaction August 22, 2024
Documents pertaining to the Slump Sale Zast BTA, Zast SSA and Zast SHA

In relation to the aforesaid hive-off, on March 22, 2024, the Company received ₹10 million as an initial commitment amount
and further the Company received an amount of ₹398.73 million towards the cash consideration on October 07, 2024. The
deferred consideration is receivable by the Company before February 28, 2025.

Our holding company

As on the date of this Red Herring Prospectus, our Company does not have a holding company.

Our Subsidiaries

As on the date of this Red Herring Prospectus, our Company has three Subsidiaries. Further, as on the date of this Red
Herring Prospectus, our Company does not have any joint venture or associate companies. The details of our Subsidiaries
have been provided below:

1. Blackbuck Finserve Private Limited (“BFPL”)

Corporate information

BFPL was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of
incorporation dated January 29, 2019, issued by the RoC. Its corporate identification number is
U65990KA2019PTC120822. The registered office of BFPL is situated at 2 nd Floor, Vaswani Presidio, Panathur
Main Road, Off Outer Ring Road, Bengaluru 560 103 Karnataka, India.

Nature of business

BFPL is engaged in the business of financing various kinds of assets including plant, machinery, vehicles, buses and
lorries.

Capital structure

The authorised, issued and paid-up share capital of BFPL is ₹100,000,000 divided into 10,000,000 equity shares of
₹10 each.

Shareholding

As on the date of this Red Herring Prospectus, the shareholding pattern of BFPL is as follows:

Name of the shareholder Number of equity shares held Percentage of the total equity
shareholding (%)
Our Company 9,999,999 100.00
Uttam Kumar Garodia* 1 Negligible
Total 100,000,000 100.00
* As a nominee of our Company

2. TZF Logistics Solutions Private Limited (“TZF”)

Corporate information

TZF was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of
incorporation dated August 29, 2018, issued by the RoC. Its corporate identification number is
U60300KA2018PTC115803. The registered office of TZF is situated at 2 nd Floor, Vaswani Presidio, Panathur Main
Road, Off Outer Ring Road, Bengaluru - 560103 Karnataka, India.

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 Nature of business

TZF is engaged in the business of providing technology based logistics products and services including transport for
providing customers with a platform for hiring of all types of trucks, lorries, containers, cold storage vehicles, cars,
fleet taxis etc.

Capital structure

The authorised, issued and paid-up share capital of TZF is ₹60,000,000 divided into 6,000,000 equity shares of ₹10
each.

Shareholding

As on the date of this Red Herring Prospectus, the shareholding pattern of TZF is as follows:

Name of the shareholder Number of equity shares held Percentage of the total equity
shareholding (%)
Our Company 5,999,999 100.00
Satyakam GN* 1 Negligible
Total 6,000,000 100.00
* As a nominee of our Company

3. ZZ Logistics Solutions Private Limited (“ZZ Logistics”)

Corporate information

ZZ Logistics was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate
of incorporation dated February 16, 2024. Its corporate identification number is U49230KA2024PTC184898. The
registered office of ZZ Logistics at Vaswani Presidio, II Floor, No.84/2, Kadubessanahall, Panathur, Bengaluru -
560103, Karnataka, India.

Nature of business

ZZ Logistics is also engaged in the business of providing technology-based logistics products and services including
transport for providing customers with a platform for hiring of all types of trucks, lorries, containers, cold storage
vehicles, cars, fleet taxis etc.

Capital structure

The authorised share capital of ZZ Logistics is ₹1,000,000 divided into 100,000 equity shares of ₹10 each. The
issued and paid-up share capital of ZZ Logistics is ₹100,000 divided into 10,000 equity shares of ₹10 each.

Shareholding

As on the date of this Red Herring Prospectus, the shareholding pattern of ZZ Logistics is as follows:

Name of the shareholder Number of equity shares held Percentage of the total equity
shareholding (%)
Our Company 9,999 100.00
Ramasubramanian Balasubramaniam* 1 Negligible
Total 10,000 100.00
* As a nominee of our Company

Common pursuits with the Subsidiary

Except as disclosed below, there is no conflict of interest between our Subsidiaries and our Company:

TZF Logistics and ZZ Logistics are engaged in the business of providing technology-based logistics products and services
including transport for providing customers with a platform for hiring of all types of trucks, lorries, containers, cold storage
vehicles, cars, fleet taxis etc., which are similar to the line of business that our Company is engaged in.

BFPL is engaged in the business of financing various kinds of assets including plant, machinery, vehicles, buses and lorries
which is similar to line of business that our Company is engage in.

Accumulated profits or losses of our Subsidiaries

As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of any of our Subsidiaries that have
not been accounted for by our Company.

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Business interest between our Company and our Subsidiaries

Except to the extent of related party transactions between our Company and our Subsidiaries, our Subsidiaries have no
business interest in our Company. For further details, please see “Other Financial Information - Related Party Transactions”
on page 353.

Shareholders’ agreements and other agreements

Amended and Restated Shareholders’ Agreement dated July 12, 2021 (including the deeds of accession and deeds of
adherence executed in its terms thereof) entered into by and among our (a) Company, (b) Promoters, (c) Accel India IV
(Mauritius) Limited, Quickroutes International Private Limited, Internet Fund III Pte Ltd, Sands Capital Private Growth
II Limited, Sands Capital Private Growth III Limited, Sands Capital Private Growth Limited PCC, Cell D, International
Finance Corporation, Apoletto Asia Limited, Rahul Mehta, Peak XV Partners Investments (formerly known as SCI
Investments VI), Redwood Trust (formerly known as Sequoia Capital India Trust), GSAM Holdings LLC, Accel Growth
Fund V L.P., B Capital – Asia I, LP, B Capital Global – BB SPV I, LLC, Ithan Creek Master Investors (Cayman) LP,
Light Street India 1, LLC, Tribe Capital V, LLC – Series 27, IFC Emerging Asia Fund, LP, VEF AB (publ) (collectively,
“Investors”), (d) Duba Kantha Rao, Sanjiv Rangrass, Rajkumari Yabaji, Kumar Pushpesh, QED Innovation Labs LLP,
Rajaraman Parameswaran (collectively “Angel Investors”), (e) Miebach Consulting India Private Limited, and (f) Mieone
Holdings Private Limited (together with our Company, Promoters, Angel Investors and Investors, “Parties”) as amended
by the Waiver cum Amendment Agreement dated July 5, 2024 (the “Shareholders’ Agreement” or “SHA”)

Our Company, Promoter, Investors and Angel Investors have entered into the Shareholders’ Agreement inter-alia recording
their rights and obligations in relation to the operation and management of our Company. Certain rights that the parties are
entitled to under the Shareholders’ Agreement include (i) rights in relation to restrictions on transfer of Equity Shares inter
alia the right of first offer and right of first refusal; (ii) anti-dilution protection; (iii) liquidation preference; (iv) pre-emptive
rights; (v) right to nominate directors and (vi) information and inspection rights.

In view of the Offer, the Parties have entered into the Waiver cum Amendment Agreement with the objective of enabling
implementation of the Offer. Pursuant to the Waiver cum Amendment Agreement, certain provisions of the Shareholders’
Agreement have been amended to facilitate the Offer, and parties have also provided certain waivers and consents in relation
to the Offer, including, inter alia, (i) waiver of right of first refusal and tag along right to the extent of proposed transfers in
the Offer for Sale; (ii) waiver of right to appoint observers from the date of filing of the RHP; and (iii) waiver of information
and inspection rights from the date of filing of the RHP, as applicable and agreeable to them.

In terms of the Waiver cum Amendment Agreement, in addition to the statutory lock-in under the SEBI ICDR Regulations,
certain shareholding of Rajesh Kumar Naidu Yabaji and Chanakya Hridaya in our Company, as on the date of consummation
of the Offer, shall be locked-in for such period and as per such terms, as set out under the Waiver cum Amendment
Agreement.

The Waiver cum Amendment Agreement will stand automatically terminated on the long stop date, i.e., (i) 12 months from
the date of filing of the Draft Red Herring Prospectus by our Company with SEBI; (ii) the date on which our Board decides
not to undertake the Offer or decides to withdraw the Offer or any offer document filed with any regulator/ authorities in
respect of the Offer, including any draft offer document filed with SEBI; or (iii) such other date as may be mutually agreed to
in writing among the Parties.

The Shareholders’ Agreement shall automatically terminate in respect of each party, in its entirety, immediately upon receipt
of final listing and trading approvals from the Stock Exchanges for the listing and trading of the Equity Shares of our
Company pursuant to the Offer without any further act or deed required on the part of any party.

Upon consummation of the Offer, all provisions of Part B of the Articles of Association of our Company containing the
special rights available to the Shareholders of the Company as per the Shareholders’ Agreement shall automatically terminate
and cease to have any force and effect and the provisions of Part A of the Articles of Association shall automatically come in
effect and be in force, without any further corporate or other action, by the Parties, Company or by its Shareholders. Further,
special rights (if any), post listing shall be subject to approval of the Shareholders by way of a special resolution, in the first
general meeting of the Company held post listing of the Equity Shares.

Terms of the CCPS:

The terms and conditions of the CCPS as included in the SHA are as follows:

Series A CCPS

The Series A CCPS holders can convert the CCPS at any time before 19 years from the date of issuance of Series A CCPS by
issuing a notice to the Company accompanied by a share certificate representing the Series A CCPS sought to be converted.
The Series A CCPS have been converted to such number of Equity Shares of face value of ₹1 each on October 7, 2024, for
details in relation to the conversion ratio and acquisition price per preference share, please see “Capital Structure – Notes to
Capital Structure” on page 89. The Series A CCPS holders are entitled to anti-dilution protection in relation to the value of

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their holdings. Further, any adjustments in the equity shares such as a stock split or a reverse stock split shall reflect on the
Series A CCPS. The Series A CCPS holders are also entitled to a pre-determined cumulative dividend rate of 0.01% per
annum. Additionally, in the event of a liquidation, the Series A CCPS holders along with other CCPS holders have a
preference over other shareholders of the Company.

Series B CCPS

The Series B CCPS holders can convert the CCPS at any time before 19 years from the date of issuance of Series B CCPS by
issuing a notice to the Company accompanied by a share certificate representing the Series B CCPS sought to be converted.
The Series B CCPS have been converted to such number of Equity Shares of face value of ₹1 each on October 7, 2024, for
details in relation to the conversion ratio and acquisition price per preference share, please see “Capital Structure – Notes to
Capital Structure” on page 89. The Series B CCPS Holders are entitled to anti-dilution protection in relation to the value of
their holdings. Further, any adjustments in the equity shares such as a stock split or a reverse stock split shall reflect on the
Series B CCPS. The Series B CCPS holders are also entitled to a pre-determined cumulative dividend rate of 0.01% per
annum. Additionally, in the event of a liquidation, the Series B CCPS holders along with other CCPS holders have a
preference over other shareholders of the Company.

Series B1 CCPS

The Series B1 CCPS holders can convert the CCPS at any time before 19 years from the date of issuance of Series B1 CCPS
by issuing a notice to the Company accompanied by a share certificate representing the Series B1 CCPS sought to be
converted. The Series B1 CCPS have been converted to such number of Equity Shares of face value of ₹1 each on October 7,
2024, for details in relation to the conversion ratio and acquisition price per preference share, please see “Capital Structure –
Notes to Capital Structure” on page 89. The Series B1 CCPS Holders are entitled to anti-dilution protection in relation to the
value of their holdings. Further, any adjustments in the equity shares such as a stock split or a reverse stock split shall reflect
on the Series B1 CCPS. The Series B1 CCPS holders are also entitled to a pre-determined cumulative dividend rate of 0.01%
per annum. Additionally, in the event of a liquidation, the Series B1 CCPS holders along with other CCPS holders have a
preference over other shareholders of the Company.

Series C CCPS

The Series C CCPS holders can convert the CCPS at any time before 19 years from the date of issuance of Series C CCPS by
issuing a notice to the Company accompanied by a share certificate representing the Series C CCPS sought to be converted.
The Series C CCPS have been converted to such number of Equity Shares of face value of ₹1 each on October 7, 2024, for
details in relation to the conversion ratio and acquisition price per preference share, please see “Capital Structure – Notes to
Capital Structure” on page 89. The Series C CCPS Holders are entitled to anti-dilution protection in relation to the value of
their holdings. Further, any adjustments in the equity shares such as a stock split or a reverse stock split shall reflect on the
Series C CCPS. The Series C CCPS holders are also entitled to a pre-determined cumulative dividend rate of 0.01% per
annum. Additionally, in the event of a liquidation, the Series C CCPS holders along with other CCPS holders have a
preference over other shareholders of the Company.

Series C1 CCPS

The Series C1 CCPS holders can convert the CCPS at any time before 19 years from the date of issuance of Series C1 CCPS
by issuing a notice to the Company accompanied by a share certificate representing the Series C1 CCPS sought to be
converted. The Series C1 CCPS have been converted to such number of Equity Shares of face value of ₹1 each on October 7,
2024, for details in relation to the conversion ratio and acquisition price per preference share, please see “Capital Structure –
Notes to Capital Structure” on page 89. The Series C1 CCPS Holders are entitled to anti-dilution protection in relation to the
value of their holdings. Further, any adjustments in the equity shares such as a stock split or a reverse stock split shall reflect
on the Series C1 CCPS. The Series C1 CCPS holders are also entitled to a pre-determined cumulative dividend rate of 0.01%
per annum. Additionally, in the event of a liquidation, the Series C1 CCPS holders along with other CCPS holders have a
preference over other shareholders of the Company.

Series C2 CCPS

The Series C2 CCPS holders can convert the CCPS at any time before 19 years from the date of issuance of Series C2 CCPS
by issuing a notice to the Company accompanied by a share certificate representing the Series C2 CCPS sought to be
converted. The Series C2 CCPS have been converted to such number of Equity Shares of face value of ₹1 each on October 7,
2024, for details in relation to the conversion ratio and acquisition price per preference share, please see “Capital Structure –
Notes to Capital Structure” on page 89. The Series C2 CCPS Holders are entitled to anti-dilution protection in relation to the
value of their holdings. Further, any adjustments in the equity shares such as a stock split or a reverse stock split shall reflect
on the Series C2 CCPS. The Series C2 CCPS holders are also entitled to a pre-determined cumulative dividend rate of 0.01%
per annum. Additionally, in the event of a liquidation, the Series C2 CCPS holders along with other CCPS holders have a
preference over other shareholders of the Company.

Series D CCPS

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The Series D CCPS holders can convert the CCPS at any time before 19 years from the date of issuance of Series D CCPS by
issuing a notice to the Company accompanied by a share certificate representing the Series D CCPS sought to be converted.
The Series D CCPS have been converted to such number of Equity Shares of face value of ₹1 each on October 7, 2024, for
details in relation to the conversion ratio and acquisition price per preference share, please see “Capital Structure – Notes to
Capital Structure” on page 89. The Series D CCPS Holders are entitled to anti-dilution protection in relation to the value of
their holdings. Further, any adjustments in the equity shares such as a stock split or a reverse stock split shall reflect on the
Series D CCPS. The Series D CCPS holders are also entitled to a pre-determined cumulative dividend rate of 0.01% per
annum. Additionally, in the event of a liquidation, the Series D CCPS holders along with other CCPS holders have a
preference over other shareholders of the Company.

Series E CCPS

The Series E CCPS holders can (acting with the prior written consent of the holders of a majority of Series E CCPS then
outstanding) convert the CCPS at any time before 19 years from the date of issuance of Series E CCPS by issuing a notice to
the Company accompanied by a share certificate representing the Series E CCPS sought to be converted. The Series E CCPS
have been converted to such number of Equity Shares of face value of ₹1 each on October 7, 2024, for details in relation to
the conversion ratio and acquisition price per preference share, please see “Capital Structure – Notes to Capital Structure” on
page 89. The Series E CCPS Holders are entitled to anti-dilution protection in relation to the value of their holdings. Further,
any adjustments in the equity shares such as a stock split or a reverse stock split shall reflect on the Series E CCPS. The
Series E CCPS holders are also entitled to a pre-determined cumulative dividend rate of 0.01% per annum. Additionally, in
the event of a liquidation, the Series E CCPS holders along with other CCPS holders have a preference over other
shareholders of the Company.

Additionally, there are no other inter-se agreements/ arrangements and clauses/covenants which are material and
which needs to be disclosed and there are no other clauses/ covenants which are adverse/prejudicial to the interest of the
minority/public shareholders of the Company. Further, there are no other agreements, deeds of assignment, acquisition
agreements, shareholders agreements, inter-se agreements, agreements of like nature which are material other than disclosed
in this Red Herring Prospectus.

Key terms of other subsisting material agreements

Trademark licence agreement entered into between our Company and Blackbuck Finserve Private Limited

We have entered into a trademark licencing agreement dated June 28, 2024 with Blackbuck Finserve Private Limited (the
“Trademark Agreement”), pursuant to which we have granted Blackbuck Finserve Private Limited an non-exclusive, non-
sublicensable license to use our registered trademark bearing registration number 1557654 and our registered
wordmark ‘Blackbuck’ and ‘BLACKBUCK’ bearing trademark number 3761123 and 2979356, respectively, in respect of
their current business activities. Further, we have also licensed the wordmark ‘BlackBuck’ with trademark application
number 3761124 which is currently opposed by third parties. Further, pursuant to the Trademark Agreement, we have agreed
to permit the use of the trademarks and wordmarks for so long as the Trademark Agreement is in force. The exclusive license
is valid until such time that it is terminated as per the Trademark Agreement. The consideration for the grant of the license for
the Trademarks is a royalty of 2% of the total revenue from operations for the rights granted to Blackbuck Finserve Private
Limited in relation to the licensed trademarks under the Agreement. Blackbuck Finserve Private Limited will raise an invoice
for the License Fee in the immediately succeeding calendar month after end of each Financial Year or such time as mutually
agreed between our Company and Blackbuck Finserve Private Limited.

Prior to entering into the Trademark Agreement, we have not levied any fees to use our trademarks. The Trademark
Agreement shall stand automatically terminated: (i) If the Licensee ceases to be a subsidiary of the Company;(ii) If the
Licensee ceased to be Controlled by the Company; (iii) If the Licensees commit a breach or default of any of the terms or
conditions of this Agreement; or (iv) If terminated by mutual consent of the Parties in writing.

Upon expiry of the Term or termination of the Trademark Agreement, Blackbuck Finserve Private Limited shall be required
to immediately, among other things: (i) cease to have any right to use the Trademarks or to represent itself as connected with
the Trademarks and shall cease to use the Trademarks in any material within a period of 60 (sixty) days from the date of
termination of the Agreement (or such extended period as may be mutually agreed; and (ii) return all blocks, dies, materials
etc. utilized in making and printing the Trademarks to the Licensor within a period of 60 (sixty) days from the date of
termination of the Agreement (or such extended period as may be mutually agreed among the Parties) including obscuring or
deleting all materials in its possession or under its control which reproduce or display the Trademarks or else deliver to our
Company all materials in its possession or under its control which reproduce or display the Trademarks.

IFC and IFC Emerging Asia Fund LP Policy Agreement

Our Company has entered into a policy agreement dated July 4, 2024, with IFC and IFC Emerging Asia Fund, LP (the
“Policy Agreement”) which will come into effect on the date of listing of Equity Shares on the Stock Exchanges and remain
in effect till IFC or IFC Emerging Asia Fund LP continues to be a Shareholder of our Company or such agreement is
mutually agreed to be terminated. Pursuant to the Policy Agreement, our Company has agreed to comply with certain policy
reporting requirements and covenants inter-alia in relation to sanctionable practices, environmental and social covenants,
213
compliance with UN Security Council Resolutions, ethics policies etc. in accordance with IFC’s requirements. Any
information required to be provided by our Company pursuant to the Policy Agreement shall be shared in compliance with
the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Further, if any
specified information is required to be disclosed to IFC or IFC Emerging Asia Fund LP under the Policy Agreement, the
Company shall, publish such information on the Stock Exchanges or notify on the Company’s website, simultaneous with or
prior to, the disclosure to IFC or IFC Emerging Asia Fund LP.

Details of guarantees given to third parties by our Promoters who are participating in the Offer for Sale

Our Promoters have not given any guarantees, on behalf of our Company, to third parties that are outstanding as on the date
of this Red Herring Prospectus.

Other agreements

Our Key Managerial Personnel or Senior Management Personnel, Directors, Promoters, or any other employee either by
themselves or on behalf of any other person, have not entered into any agreement with any shareholder or any third party with
regard to compensation or profit sharing in connection with dealings in the securities of our Company.

Except as disclosed in “- Shareholders’ agreements and other agreements” above, there are no other agreements /
arrangements entered into by our Company or clauses / covenants applicable to our Company which are material and which
are required to be disclosed, or the non-disclosure of which may have a bearing on the investment decision of prospective
investors in the Offer

Other Confirmations

There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations
of the Company) and the Company, Promoters, Promoter Group, Key Managerial Personnel, Directors and Subsidiaries and
its directors.

There is no conflict of interest between the lessor of immovable properties and the Company, Promoters, Promoter Group,
Key Managerial Personnel, Directors and Subsidiaries and its directors.

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 OUR MANAGEMENT

In terms of the Articles of Association, our Company is required to have not more than nine Directors. As on the date of this
Red Herring Prospectus, our Board comprises eight Directors including three Executive Directors, five Non-Executive
Directors, of which there is one Non-Executive Nominee Director and four Non-Executive Independent Directors (including
one woman Independent Director). The structure of the Board is compliant with applicable corporate governance norms on
the date of listing.

Our Board

The following table sets forth details regarding our Board as on the date of this Red Herring Prospectus:

S. No. Name, designation, address, occupation, term, period of Age Other directorships
directorship, DIN, date of birth (years)

1. Rajesh Kumar Naidu Yabaji 36 Indian companies:

Designation: Chairman, Managing Director and Chief • BlackBuck Finserve Private Limited
Executive Officer
• TZF Logistics Solutions Private Limited
Address: 8132, Tower 8, Embassy Pristine, Iblur Village,
Bellandur, Bengaluru 560 103, Karnataka, India Foreign companies:

Occupation: Business Nil

Term: Period of five years with effect from June 26, 2024 and
not liable to retire by rotation

Period of directorship: Director since April 20, 2015

DIN: 07096048

Date of birth: July 2, 1988

2. Chanakya Hridaya 35 Indian companies:

Designation: Executive Director and Chief Operating Officer • BlackBuck Finserve Private Limited

Address: B1104, Vaswani Reserve, Panathur Main Road, • TZF Logistics Solutions Private Limited
Kadubeesanahalli, Bengaluru 560 103, Karnataka, India
• ZZ Logistics Solutions Private Limited
Occupation: Business
Foreign companies:
Term: Liable to retire by rotation
Nil
Period of directorship: Director since April 20, 2015

DIN: 07151464

Date of birth: May 28, 1989

3. Ramasubramanian Balasubramaniam 50 Indian companies

Designation: Executive Director and Head – New Initiatives • Miebach Consulting India Private Limited

Address: Villa No-120, Adarsh Palm Retreat, • ZZ Logistics Solutions Private Limited
Devarabisanahalli, Bellandur, Bengaluru 560 103, Karnataka,
India Foreign companies:

Occupation: Business Nil

Term: Liable to retire by rotation

Period of directorship: Director since April 20, 2015

DIN: 00442915

Date of birth: December 10, 1973

4. Anand Daniel(1) 49 Indian companies:

Designation: Non-Executive Nominee Director • Finnew Solutions Private Limited

215
S. No. Name, designation, address, occupation, term, period of Age Other directorships
directorship, DIN, date of birth (years)

Address: #320, Rainbow Residency, Junnasandra, Sarjapura • Forus Health Private Limited
Road, Bengaluru-560035, Karnataka, India
• Rupeek Fintech Private Limited
Occupation: Service
• Sanghvi Beauty & Technologies Private
Term: Liable to retire by rotation Limited

Period of directorship: Director since August 1, 2015 • Swiggy Limited

DIN: 03441515 • Valuedrive Technologies Private Limited
Date of birth: May 28, 1975 • Vedantu Innovations Private Limited

Foreign companies:

• Eruditus Learning Solutions Pte Ltd.

• Niyo Solutions Inc.

• Sense Talent Labs, Inc.

5. Kaushik Dutta 62 Indian companies:

Designation: Non-Executive Independent Director • Ather Energy Private Limited

Address: A-843, Lavy Pinto Block, Asiad Games Village, • Hero FinCorp Limited
Khel Gaon, New Delhi 110 049
• Paisabazaar Marketing and Consulting Private
Occupation: Business Limited

Term: Period of five years with effect from January 8, 2024 • PB Fintech Limited
and not liable to retire by rotation
• Resilient Innovations Private Limited
Period of directorship: Director since January 8, 2024
• Shiprocket Private Limited
DIN: 03328890
• Thought Arbitrage Research Institute
Date of Birth: May 1, 1962
• Zomato Hyperpure Private Limited

• Zomato Limited

Foreign companies:

Nil

6. Niraj Singh 42 Indian companies:

Designation: Non-Executive Independent Director • Spinny Autorev Private Limited

Address: Flat 3B, Tower 18, Central Park Resorts, Sohna • Valuedrive Technologies Private Limited
Road, Subhash Chowk Flyover, Sector 48, South city – II,
Gurgaon 122 018, Haryana • Yellowdrive Technologies Private Limited

Occupation: Business Foreign companies:

Term: Period of five years with effect from April 10, 2024 Nil
and not liable to retire by rotation

Period of directorship: Director since April 10, 2024

DIN: 01474431

Date of birth: August 8, 1982

7. Hardika Shah 53 Indian companies:

Designation: Non-Executive Independent Director • Kinara Capital Private Limited

Address: #570 6th Cross, 8th Main, behind Indira Nagar Club,
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S. No. Name, designation, address, occupation, term, period of Age Other directorships
directorship, DIN, date of birth (years)

HAL 2nd Stage, Indira Nagar, Bengaluru 560 038, Karnataka, Foreign companies:
India
Nil
Occupation: Professional

Term: Period of five years with effect from April 10, 2024
and not liable to retire by rotation

Period of directorship: Director since April 10, 2024

DIN: 03562871

Date of birth: April 4, 1971

8. Rajamani Muthuchamy 66 Indian companies:

Designation: Non-Executive Independent Director • Blackbuck Finserv Private Limited

Address: 14/31, Flat-A, Nu-Tech Sherwood Apartments, • Jana Capital Limited

Pycrofts Garden Road, Nungambakkam, Greams Road S.O.,
Chennai 600 006, Tamil Nadu, India • Jana Holdings Limited

Occupation: Service • Spinny Capital Private Limited

Term: Period of five years with effect from April 10, 2024 Foreign companies:
and not liable to retire by rotation
Nil
Period of directorship: Director since April 10, 2024

DIN: 08080999

Date of birth: May 4, 1958

(1) Nominee of Accel India IV (Mauritius) Limited.

Brief Biographies of Directors

Rajesh Kumar Naidu Yabaji is one of the Promoters and is currently the Chairman, Managing Director and Chief Executive
Officer of our Company. He holds a bachelor’s degree in metallurgical and materials engineering and a master’s degree in
business administration from the Indian Institute of Technology, Kharagpur. Prior to founding our Company, he was a
manager at ITC Limited where he handled the technical function of ITC Limited’s foods division business. He has
approximately 14 years of work experience.

Chanakya Hridaya is one of the Promoters and is currently the Executive Director and Chief Operating Officer of our
Company. He holds a bachelor’s degree in technology in mechanical engineering and a master’s degree in manufacturing
science and engineering from the Indian Institute of Technology, Kharagpur. Prior to founding our Company, he was part of
the supply chain division at ITC Limited. In the year 2017, he was featured in ‘Forbes India 30 under 30’ list. He has
approximately 11 years of work experience.

Ramasubramanian Balasubramaniam is one of the Promoters and is currently the Executive Director and Head – New
Initiatives of our Company. He holds a post graduate diploma in business management from the Institute of Integrated
Learning in Management. He is also associated with Miebach Consulting India Private Limited. He has approximately 27
years of work experience.

Anand Daniel is a Non-Executive Nominee Director of our Company. He holds a bachelor’s degree in engineering
(computer science) from the University of Madras, a master’s degree in engineering from Purdue University and a master’s
degree in business administration from Massachusetts Institute of Technology. He was previously associated with Accel India
Management LLP and is currently associated with Accel Partners India LLP as a Partner.

Kaushik Dutta is a Non-Executive Independent Director of our Company. He is a fellow member of the Institute of
Chartered Accountants of India with over 27 years of work experience. He is the co-founder of Thought Arbitrage Research
Institute, an independent not-for-profit research think tank working in areas of corporate governance, public policy and
sustainability. He was also associated with Price Waterhouse & Co., Chartered Accountants LLP as its executive director and
Lovelock & Lewes, Chartered Accountants as its partner. He has been retained as an expert on corporate governance by the
Indian Institute of Corporate Affairs of the Ministry of Corporate Affairs in matters relating to future of corporate governance
in India.

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Niraj Singh is a Non-Executive Independent Director of our Company. He holds a bachelor’s degree in electrical engineering
from the Indian Institute of Technology, Delhi. He is the founder and director of Valuedrive Technologies Private Limited
(Spinny). He was previously associated as a director with companies such as Locus Education and TechMonkey. He was also
the founder of Outbox Ventures Private Limited.

Hardika Shah is a Non-Executive Independent Director of our Company. She is the founder and chief executive officer of
Kinara Capital Private Limited. She holds a master’s degree in business administration from a joint program between
Columbia Business School and UC Berkeley’s Haas School of Business. She holds an alumni achievement award from Knox
College in Illinois, USA. She has received accolades including the ‘Women Transforming India’ award by the Government of
India NITI-Aayog on the occasion of India’s 75th Independence Day Anniversary and being named by Forbes as the ‘Top 20
Self-Made Women in India’.

Rajamani Muthuchamy is a Non-Executive Independent Director of our Company. He holds a bachelor’s of science degree
in agriculture from Tamil Nadu Agricultural University and a master’s degree in agricultural extension from India
Agricultural Research Institute. He has approximately 40 years of work experience with 29 years of work experience serving
in Indian Administrative Services and has held various positions under the Government of Orissa and has also served as Joint
Secretary in the Ministry of Urban Development, Government of India. He was previously associated with Janalakshmi
Financial Services as its executive vice president (public finance) and Jana Small Finance Bank as its consultant. He is
currently the associated with Jana Capital Limited Company as its managing director and chief executive officer and its
wholly owned subsidiary, Jana Holdings Limited.

Relationship between our Directors, Key Managerial Personnel and Senior Management Personnel

None of our Directors are related to each other or any other Key Managerial Personnel and Senior Management Personnel in
our Company.

Confirmations

None of our Directors is or was a director of any listed company during the five years immediately preceding the date of this
Red Herring Prospectus, whose shares have been or were suspended from being traded on any of the stock exchange during
their directorship in such companies.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or
companies in which they are interested by any person either to induce them to become or to help them qualify as a Director,
or otherwise for services rendered by them or by the firm or company in which they are interested, in connection with the
promotion or formation of our Company.

None of our Directors have been declared as Willful Defaulters nor as Fraudulent Borrowers by any bank or financial
institution or consortium thereof in accordance with the guidelines on Willful Defaulters or a Fraudulent Borrower issued by
the RBI.

None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange
during the term of their directorship in such company.

Arrangements or understandings with major shareholders, customers, suppliers or others

Except Rajesh Kumar Naidu Yabaji, Chanakya Hridaya, Ramasubramanian Balasubramaniam, our Promoters and Anand
Daniel, who is a Non-Executive Nominee Director on our Board pursuant to the SHA, there are no arrangements or
understandings with the major shareholders, customers, suppliers or others, pursuant to which any of our Directors are
appointed on the Board or as a member of the senior management. For further details, see “History and Certain Corporate
Matters – Shareholders’ agreements and other agreements” on page 211.

Terms of appointment of our Executive Directors

Rajesh Kumar Naidu Yabaji

Pursuant to the resolutions passed by our Board and Shareholders dated June 26, 2024, and June 29, 2024, respectively,
Rajesh Kumar Naidu Yabaji has been appointed as the Chairman, Managing Director and Chief Executive Officer of our
Company for a period of five years, with effect from June 26, 2024.

The details of remuneration and perquisites payable to Rajesh Kumar Naidu Yabaji during the term of his office with effect
from July 1, 2024, as approved by our Board and the Shareholders, in their meetings held on June 26, 2024, and June 29,
2024, respectively, and pursuant to the employment agreement dated June 1, 2015, as amended by the compensation review
letter dated, February 1, 2019, February 23, 2022 and July 1, 2024 are as follows:

Particulars Remuneration (in ₹ million)

Basic 12.80
HRA 6.40

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Special Allowance 12.78
PF (Employer’s Contribution) 0.02
Gross Remuneration^ 32.00
^ The Gross Remuneration does not include contribution to medical insurance premium of ₹ 0.02 million, gratuity payable of ₹ 0.62 million and
encashment of leave at the end of the tenure, reimbursement of entertainment and all other expenses actually and properly incurred by him in the
course of discharging official duties of our Company.

In Fiscal 2024, Rajesh Kumar Naidu Yabaji received a total remuneration of ₹20.02 million.

Chanakya Hridaya

The details of remuneration of Chanakya Hridaya during the term of his office, as approved by our Board and the
Shareholders, in their meetings held on June 26, 2024, and June 29, 2024, respectively, and pursuant to the employment
agreement dated June 1, 2015 as amended by the compensation review letter dated February 23, 2022, are stated below:

Particulars Remuneration (in ₹ million)

Basic 8.00
HRA 4.00
Special Allowance 7.97
PF (Employer’s Contribution) 0.02
Gross Remuneration^ 20.00
^ The Gross Remuneration does not include contribution to gratuity payable and encashment of leave at the end of the tenure, reimbursement of
entertainment and all other expenses actually and properly incurred by him in the course of discharging official duties of our Company

In Fiscal 2024 Chanakya Hridaya received a total remuneration of ₹19.94 million.

Ramasubramanian Balasubramaniam

The details of remuneration of Ramasubramanian Balasubramaniam during the term of his office, as approved by our Board
and the Shareholders, in their meetings held on June 26, 2024, and June 29, 2024, respectively, and pursuant to the
employment agreement dated January 2, 2016 as amended by the compensation revision letter dated February 1, 2019,
February 23, 2022 and April 1, 2024, are stated below:

Particulars Remuneration (in ₹ million)

Basic Pay 4.00
HRA 2.00
Special Allowance 3.98
PF (Employer’s Contribution) 0.02
Medical Insurance Premium 0.02
Gratuity 0.19
Gross Remuneration 10.21
^ The Gross Remuneration does not include encashment of leave at the end of the tenure, reimbursement of entertainment and all other expenses actually
and properly incurred by him in the course of discharging official duties of our Company

In Fiscal 2024, Ramasubramanian Balasubramaniam received a total remuneration of ₹20.13 million.

Remuneration to our Non-Executive Nominee Director

Our Non-Executive Nominee Director is not entitled to any remuneration.

The details of remuneration paid to our Non-Executive Nominee Director during Fiscal 2024 are as follows:

Sr. No. Name of Director Remuneration (₹ in million)

1. Anand Daniel Nil

Remuneration to our Non-Executive Independent Directors

The details of total remuneration payable to our Non-Executive Independent Directors, as approved by our Board and the
Shareholders, in their meetings held on June 26, 2024, and June 29, 2024, respectively, are stated below:

Sr. No. Name of Director Total Remuneration^ (₹ in million)

1. Kaushik Dutta 4.00
2. Niraj Singh 0.10
3. Hardika Shah 0.10
4. Rajamani Muthuchamy 1.00
^ Total remuneration payable to our Non-Executive Independent Directors is exclusive of reimbursement of expenses incurred for attending Board and
committee meetings such as flights, transportation, hotel stays, etc.

The details of remuneration paid to our Non-Executive Independent Directors during Fiscal 2024 are as follows:

Sr. No. Name of Director Remuneration (₹ in million)

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Sr. No. Name of Director Remuneration (₹ in million)
1. Kaushik Dutta 1.00
2. Niraj Singh Nil
3. Hardika Shah Nil
4. Rajamani Muthuchamy Nil

Remuneration paid or payable to our Directors by our Subsidiaries or associates

None of our Directors have been paid any remuneration by our Subsidiaries, including contingent or deferred compensation
accrued for the Financial Year 2024.

Contingent or deferred compensation paid to Directors by our Company

There is no contingent or deferred compensation accrued for Financial Year 2024 and payable to any of our Directors by our
Company.

Bonus or profit-sharing plan of our Directors

None of our Directors are entitled to any bonus or profit-sharing plans of our Company.

Service contracts with Directors

None of our Directors have entered into service contracts with our Company pursuant to which they are entitled to any
benefits upon termination of employment.

Shareholding of our Directors in our Company

Our Directors are not required to hold any qualification Equity Shares under our Articles of Association.

Except as disclosed below, none of our Directors hold any Equity Shares in our Company as on the date of this Red Herring
Prospectus:

S. No. Name of the Director Number of Equity Shares Percentage of paid-up Equity
of face value of ₹ 1 each Share capital on a fully diluted
basis (%)
1. Rajesh Kumar Naidu Yabaji 23,559,968 14.45%
2. Chanakya Hridaya 15,364,208 9.42%
3. Ramasubramanian Balasubramaniam 14,522,012 8.91%

Shareholding of Directors in our Subsidiaries

Except for Ramasubramanian Balasubramaniam who holds one share in ZZ Logistics as a nominee of our Company, as on
the date of this Red Herring Prospectus, none of our Directors hold any shares in the Subsidiaries of our Company.

Interest of Directors

All our Directors, may be deemed to be interested to the extent of fees payable to them for attending meetings of our Board or
a Committee thereof as well as to the extent of other remuneration and reimbursement of expenses, if any, payable to them by
our Company under our Articles of Association and their respective appointment letters, and to the extent of remuneration
paid to them for services rendered as an officer or employee of our Company.

Our Directors may also be deemed to be interested to the extent of Equity Shares, if any (together with dividends and other
distributions in respect of such Equity Shares), held by them or held by the entities in which they are associated as promoters,
directors, partners, proprietors or trustees or held by their relatives. Our Directors may also be deemed to be interested to the
extent of stock options granted or Equity Shares to be allotted pursuant to the exercise of options granted pursuant to the
ESOP Schemes, as applicable. For details, see “Capital Structure – Employee Stock Options Schemes of our Company” on
page 110.

Our Directors may also be deemed to be interested to the extent of any directorships or shares held by them in our
Subsidiaries.

Our Directors may also be deemed to be interested to the extent of any shares held by them in our Shareholders.

None of our Directors have any interest in any property acquired or proposed to be acquired by our Company. Except for
Rajesh Kumar Naidu Yabaji, Chanakya Hridaya and Ramasubramanian Balasubramaniam, who are also our Promoters, none
of our Directors have any interest in the promotion or formation of our Company.

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Except as stated in “Financial Statements – Restated Consolidated Financial Information – Note 26” on page 307, no amount
or benefit has been paid or given within the two years preceding the date of filing of this Red Herring Prospectus or is
intended to be paid or given to any of our Directors.

None of our Directors have any other interest in our Company or in any transaction by our Company including, for
acquisition of land, construction of buildings or supply of machinery.

None of our Directors have availed loans from our Company.

Changes in the Board in the last three years

Details of the changes in our Board in the last three years preceding the date of this Red Herring Prospectus are set forth
below:

Name Date of Appointment/ Reason

Change/ Cessation
Chinmay Katdare November 16, 2021 Appointment as nominee director
Ruchira Shukla May 2, 2022 Appointment as nominee director
Chinmay Katdare August 19, 2022 Withdrawal of Chinmay Katdare as nominee director of Quickroutes
International Private Limited
Kaushik Dutta January 8, 2024 Appointment as Non-Executive Independent Director
Ruchira Shukla January 30, 2024 Resignation as nominee director
Rajamani Muthuchamy April 10, 2024 Appointment as Non-Executive Independent Director
Hardika Shah April 10, 2024 Appointment as Non-Executive Independent Director
Niraj Singh April 10, 2024 Appointment as Non-Executive Independent Director
Inderbir Singh Dhingra April 10, 2024 Appointment as Non-Executive Nominee Director(1)
Inderbir Singh Dhingra June 15, 2024 Resignation as Non-Executive Nominee Director(1)
Rajesh Kumar Naidu Yabaji June 26, 2024 Appointment as Chairman and Managing Director
Chanakya Hridaya June 26, 2024 Appointment as Executive Director
Ramasubramanian June 26, 2024 Appointment as Executive Director
Balasubramaniam
Anand Daniel June 26, 2024 Appointment as Non-Executive Nominee Director
Note: This does not include regularization.
(1) Our Company has not yet filed the necessary form filings for the appointment and resignation of Inderbir Singh Dhingra. For further details, please see
“Risk Factors - Our Company has not filed certain statutory filings with the MCA in respect of one of our previous Directors in the past. We cannot
assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future.” on page 48.

Borrowing powers of our Board of Directors

Pursuant to a resolution passed by our Board in its meeting dated June 26, 2024 and our Shareholders at their meeting
datedJune 29, 2024, our Board is authorized to borrow from time to time as they may deem fit, any sum or sums of money up
to ₹ 5,000 million (including the money already borrowed by the Company) on such terms and conditions as the Board may
deem fit, whether the same may be secured or unsecured and if secured, whether by way of mortgage, charge or
hypothecation, pledge or otherwise in any way whatsoever, on, over or in any respect of all, or any of the company's assets
and effects or properties including stock in trade, notwithstanding that the money to be borrowed together with the money
already borrowed by the Company (apart from the temporary loans obtained from the Company’s Bankers in the ordinary
course of business) and remaining un-discharged at any given point of time, exceeds the aggregate, for the time being, of the
paid-up share capital, free reserves and securities premium, that is to say, reserves not set apart for any specific purpose.

Corporate governance

The provisions of the SEBI Listing Regulations with respect to corporate governance will be applicable to us immediately
upon the listing of the Equity Shares with the Stock Exchanges. We are in compliance with the requirements of the applicable
provisions of the SEBI Listing Regulations, and the Companies Act, in respect of corporate governance including constitution
of our Board and committees thereof and formulation and adoption of policies. The corporate governance framework is based
on an effective independent Board, separation of the Board’s supervisory role from the executive management team and
constitution of the Board committees, as required under law.

As on the date of this Red Herring Prospectus, our Board comprises eight Directors including three Executive Directors, five
Non-Executive Directors, of which there is one Non-Executive Nominee Director and four Non-Executive Independent
Directors, including one woman Non-Executive Independent Director. In compliance with Section 152 of the Companies Act,
not less than two-thirds of the Directors (excluding Independent Directors) are liable to retire by rotation.

Committees of the Board

Our Board has been constituted in compliance with the Companies Act, the SEBI Listing Regulations. The Board of Directors
function either as a full board, or through various committees constituted to oversee specific operational areas. In addition to
the Committees described below, our Board of Directors may, from time to time, constitute Committees for various functions.

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Details of the Committees as on the date of this Red Herring Prospectus are set forth below:

Audit Committee

The members of the Audit Committee are:

Sr. No. Name of Director Committee Designation

1. Kaushik Dutta Chairperson
2. Hardika Shah Member
3. Niraj Singh Member
4. Rajesh Kumar Naidu Yabaji Member

The Audit Committee was constituted at a meeting of our Board held on June 26, 2024. The scope and functions of the Audit
Committee is in accordance with the Section 177 of the Companies Act and SEBI Listing Regulations and its terms of
reference as stipulated pursuant to a resolution dated June 26, 2024 passed by our Board are set forth below:

(a) oversight of Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;

(b) recommendation for appointment, remuneration and terms of appointment of auditors of including the internal
auditor, cost auditor and statutory auditor of the Company and the fixation of audit fee;

(c) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(d) reviewing, with the management, the annual financial statements and auditor's report thereon before submission to
the board for approval, with particular reference to:

i. matters required to be included in the director’s responsibility statement to be included in the board’s report
in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

ii. changes, if any, in accounting policies and practices and reasons for the same;

iii. major accounting entries involving estimates based on the exercise of judgment by management;

iv. significant adjustments made in the financial statements arising out of audit findings;

v. compliance with listing and other legal requirements relating to financial statements;

vi. disclosure of any related party transactions; and

vii. modified opinion(s) in the draft audit report.

(e) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(f) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making
appropriate recommendations to the board to take up steps in this matter;

(g) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(h) approval or any subsequent modification of transactions of the Company with related parties;

(i) scrutiny of inter-corporate loans and investments;

(j) valuation of undertakings or assets of the Company, wherever it is necessary;

(k) evaluation of internal financial controls and risk management systems;

(l) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;

(m) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;

(n) discussion with internal auditors of any significant findings and follow up there on;

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(o) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(p) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;

(q) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;

(r) to review the functioning of the whistle blower mechanism;

(s) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.
of the candidate;

(t) identification of list of key performance indicators and related disclosures in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, for the
purpose of the Company’s proposed initial public offering

(u) carrying out any other function as is mentioned in the terms of reference of the audit committee or as required as per
the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or
any other applicable law, as and when amended from time to time;

(v) reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding ₹100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments;

(w) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the Company and its shareholders;

(x) monitoring the end use of funds raised through public offers and related matters;

(y) reviewing compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 as amended and verifying that the systems for internal control are adequate and are operating effectively;

(z) carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing Regulations,
SEBI ICDR Regulations, each as amended and other applicable laws or by any regulatory authority and performing
such other functions as may be necessary or appropriate for the performance of its duties; and

(aa) to carry out such other functions as may be specifically referred to the Audit Committee by the Board and/or other
committees of directors of the Company.

The Audit Committee shall mandatorily review the following information:

(a) management discussion and analysis of financial condition and results of operations;

(b) management letters / letters of internal control weaknesses issued by the statutory auditors;

(c) internal audit reports relating to internal control weaknesses; and

(d) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee.

(e) statement of deviations:

i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations, as amended.

ii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of SEBI Listing Regulations, as amended.

(f) Such information as may be prescribed under the Companies Act, and the rules thereunder, SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, each as amended.

(g) To review the financial statements, in particular, the investments made by an unlisted subsidiary.

Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee are:

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Sr. No. Name of Director Committee Designation
1. Kaushik Dutta Chairperson
2. Anand Daniel Member
3. Niraj Singh Member

The Nomination and Remuneration Committee was constituted with effect from June 26, 2024, by way of resolution passed
by our Board on June 26, 2024. The scope and functions of the Nomination and Remuneration Committee is in accordance
with the Section 178 of the Companies Act and SEBI Listing Regulations. The terms of reference of the Nomination and
Remuneration Committee include the following:

(a) formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors of the Company (“Board”) a policy relating to the remuneration of the
directors, key managerial personnel and other employees ("Remuneration Policy”). The Nomination and
Remuneration Committee, while formulating the Remuneration policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run our Company successfully

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of
the Company and its goals.

(b) for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such description. For the purpose of
identifying suitable candidates, the Committee may:

(i) use the services of an external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(iii) consider the time commitments of the candidates.

(c) formulation of criteria for evaluation of performance of independent directors and the Board;

(d) devising a policy on Board diversity;

(e) identifying persons who are qualified to become directors of the Company and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

(f) whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;

(g) recommend to the Board, all remuneration, in whatever form, payable to senior management; and

(h) carrying out any other activities as may be delegated by the Board and functions required to be carried out by the
Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing
Regulations or any other applicable law, as and when amended from time to time.

(i) administering the employee stock option plans of the Company, as may be required;

(j) determining the eligibility of employees to participate under the employee stock option plans of the Company;

(k) granting options to eligible employees and determining the date of grant;

(l) determining the number of options to be granted to an employee;

(m) determining the exercise price under the employee stock option plans of the Company; and

(n) construing and interpreting the employee stock option plans of the Company and any agreements defining the rights
and obligations of the Company and eligible employees under the employee stock option plans of the Company, and
prescribing, amending and/or rescinding rules and regulations relating to the administration of the employee stock
option plans of the Company.

Stakeholders Relationship Committee

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The members of the Stakeholders Relationship Committee are:

Sr. No. Name of Director Committee Designation

1. Anand Daniel Chairperson
2. Hardika Shah Member
3. Chanakya Hridaya Member

The Stakeholders Relationship Committee was last constituted with effect from June 26, 2024, by way of resolution passed
by our Board on June 26, 2024. The scope and functions of the Stakeholders Relationship Committee is in accordance with
the Section 178 of the Companies Act and SEBI Listing Regulations. The terms of reference of the Stakeholders Relationship
Committee include the following:

(a) resolving the grievances of the security holders of the Company including complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc.;

(b) review of measures taken for effective exercise of voting rights by shareholders;

(c) review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the registrar and share transfer agent;

(d) review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the company; and

(e) carrying out any other functions required to be carried out by the Stakeholders Relationship Committee as contained
in the Companies Act, SEBI Listing Regulations or any other applicable law, as and when amended from time to
time.

Risk Management Committee

The members of the Risk Management Committee are:

Sr. No. Name of Director Committee Designation

1. Chanakya Hridaya Chairperson
2. Rajesh Kumar Naidu Yabaji Member
3. Rajamani Muthuchamy Member
4. Anand Daniel Member

The Risk Management Committee was constituted with effect from June 26, 2024, by way of resolution passed by our Board
on June 26, 2024. The scope and functions of the Risk Management Committee is in accordance with the SEBI Listing
Regulations. The terms of reference of the Risk Management Committee include the following:

(a) to formulate a detailed risk management policy which shall include:

(i) a framework for identification of internal and external risks specifically faced by the Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined by the Risk Management Committee;

(ii) measures for risk mitigation including systems and processes for internal control of identified risks; and

(iii) business continuity plan.

(b) to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;

(c) to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;

(d) to periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;

(e) to keep the Board informed about the nature and content of its discussions, recommendations and actions to be
taken;

(f) the appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee;

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(g) any other similar or other functions as may be laid down by Board from time to time and/or as may be required
under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

CSR Committee

The members of the CSR Committee are:

Sr. No. Name of Director Committee Designation

1. Rajamani Muthuchamy Chairman
2. Ramasubramaniam Balasubramaniam Member
3. Chanakya Hridaya Member

The CSR Committee was initially constituted at a meeting of our Board held April 03, 2019 and was reconstituted at a
meeting of our Board held on June 26, 2024. The scope and functions of the CSR Committee is in accordance with the
Companies Act and its terms of reference as stipulated pursuant to a resolution dated June 26, 2024 passed by our Board are
set forth below:

(a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating, amongst others, the
guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual
action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;

(b) To review and recommend the amount of expenditure to be incurred on the activities referred to in (1) and amount to
be incurred for such expenditure shall be as per the applicable law;

(c) To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

(d) To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities
and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

(e) To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;

(f) To review and monitor the Corporate Social Responsibility Policy of the company and its implementation from time
to time, and issuing necessary directions as required for proper implementation and timely completion of corporate
social responsibility programmes;

(g) To do such other acts, deeds and things as may be required to comply with the applicable laws; and;

(h) To take note of the Compliances made by implementing agency (if any) appointed for the corporate social
responsibility of the Company.

(i) The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan
in pursuance of its corporate social responsibility policy, which shall include the following:

• the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas
or subjects specified in Schedule VII of the Companies Act;

• the manner of execution of such projects or programmes as specified in the rules notified under the
Companies Act;

• the modalities of utilisation of funds and implementation schedules for the projects or programmes;

• monitoring and reporting mechanism for the projects or programmes; and

• details of need and impact assessment, if any, for the projects undertaken by the Company;

(j) To perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act,
2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory
authority.

IPO Committee

The members of the IPO Committee are:

Sr. No. Name of Director Committee Designation

1. Rajesh Kumar Naidu Yabaji Chairperson

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Sr. No. Name of Director Committee Designation
2. Kaushik Dutta Member
3. Anand Daniel Member

The IPO Committee was constituted at a meeting of our Board held on June 26, 2024. The scope and functions of the IPO
Committee and its terms of reference as stipulated pursuant to a resolution dated June 26, 2024 passed by our Board are set
forth below:

(a) To take on record the number of Equity Shares proposed to be offered by the Selling Shareholder(s);

(b) To make applications to, seek clarifications, obtain approvals and seek exemptions from, where necessary, the SEBI,
the Stock Exchanges, the RoC, the relevant registrar of companies, the Reserve Bank of India, and any other
governmental or statutory authorities as may be required in connection with the Offer and accept on behalf of the
Board such conditions and modifications as may be prescribed or imposed by any of them while granting such
approvals, permissions and sanctions as may be required and wherever necessary, incorporate such
modifications/amendments as may be required in the draft red herring prospectus, the red herring prospectus and the
prospectus as applicable;

(c) To finalize, settle, approve, adopt and file, or resubmit, in consultation with the BRLMs where applicable, the draft
red herring prospectus, the red herring prospectus and the prospectus in connection with the Offer, the preliminary
and final international wrap, abridged prospectus, and any amendments, supplements, notices, addenda or corrigenda
thereto together with any summaries thereof as may be considered desirable or expedient (“Offer Documents”), and
take all such actions as may be necessary for the submission and filing , including any resubmission (if applicable) of
these documents including incorporating such alterations/corrections/ modifications as may be required by SEBI, the
RoC or any other relevant governmental and statutory authorities or in accordance with applicable laws;

(d) To decide, negotiate and finalise in consultation with the BRLMs on the actual Offer size, timing, pricing, discount,
reservation and all the terms and conditions of the Offer, including any reservation, green shoe option and any
rounding off in the event of any oversubscription, the price band (including offer price for anchor investors), any
revision to the price band, bid period, minimum bid lot for the purpose of bidding, final Offer price after bid closure,
to finalize the basis of allocation and to allot the Equity Shares to the successful allottees and credit Equity Shares to
the demat accounts of the successful allottees in accordance with applicable law, determine the anchor investor
portion, and to do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the
Offer including to make any amendments, modifications, variations or alterations in relation to the Offer;

(e) To appoint, instruct and enter into and terminate arrangements with the BRLMs, and in consultation with BRLM(s),
appoint and enter into agreements with intermediaries including underwriters to the Offer, syndicate members to the
Offer, brokers to the Offer, escrow collection bankers to the Offer, refund bankers to the Offer, registrars, Sponsor
Banks, legal advisors, auditors, advertising agency, independent chartered accountants, industry expert, depositories,
custodians, printers and any other agencies or persons or intermediaries in relation to the Offer, including any
successors or replacements thereof, and to negotiate, finalise and amend the terms of their appointment, including
but not limited to the execution of the mandate letter with the BRLMs and negotiation, finalization, execution and
remuneration of all such intermediaries/agencies including the payments of commissions, brokerages, etc.;

(f) To negotiate, finalise and settle and to execute and deliver or arrange the delivery of the draft red herring prospectus,
the red herring prospectus, the prospectus, the preliminary and final international wrap, offer agreement, syndicate
agreement, underwriting agreement, share escrow agreement, cash escrow agreement, agreements with the registrar
to the Offer, agreement with the advertising agency in relation to the Offer, bid-cum-application forms, confirmation
of allotment notes and all other documents, deeds, agreements and instruments whatsoever with the registrar to the
Offer, legal advisors, auditors, advertising agency, stock exchange(s), BRLMs, and any other
agencies/intermediaries in connection with the Offer, and any notices, supplements and corrigenda thereto, with the
power to authorise one or more officers of the Company to execute all or any of the aforesaid documents or any
amendments thereto as may be required or desirable in relation to the Offer;

(g) To decide, negotiate and finalize, in consultation with the BRLMs, all matters regarding the Pre-IPO Placement, if
any, including entering into discussions and execution of all relevant documents with investors;

(h) To authorise the maintenance of a register of holders of the Equity Shares;

(i) To seek, if required, the consent and/or waiver of the lenders of the Company, customers, suppliers, strategic
partners, parties with whom the Company has entered into various commercial and other agreements, all concerned
government and regulatory authorities in India or outside India, and any other consents and/or waivers that may be
required in relation to the Offer or any actions connected therewith;

(j) To open and operate bank accounts in terms of the cash escrow and sponsor bank agreement with a scheduled bank
to receive applications along with application monies, for handling of refunds, and for the purposes set out in Section

227
 40(3) of the Companies Act, 2013, as amended, in respect of the Offer, and to authorise one or more officers of the
Company to execute all documents/deeds as may be necessary in this regard;

(k) To determine the amount, the number of Equity Shares, terms of the issue of the equity shares, the categories of
investors for the Pre-IPO Placement, if any including the execution of the relevant documents with the investors, in
consultation with the BRLMs, and rounding off, if any, in the event of oversubscription and in accordance with
applicable laws;

(l) To determine and finalise the bid opening and bid closing dates (including bid opening and bid closing dates for
anchor investors), the floor price/price band for the Offer (including issue price for anchor investors), reservation or
discount (if any), approve the basis of allotment and confirm allocation/allotment of the equity shares to various
categories of persons as disclosed in the draft red herring prospectus, the red herring prospectus and the prospectus,
in consultation with the BRLM(s) and do all such acts and things as may be necessary and expedient for, and
incidental and ancillary to the Offer including any alteration, addition or making any variation in relation to the
Offer;

(m) All actions as may be necessary in connection with the Offer, including extending the Bid/Offer period, revision of
the price band, allow revision of the Offer portion in case any Selling Shareholder decides to revise it], in accordance
with the applicable laws;

(n) To authorise and approve in consultation with the BRLM(s), incurring of expenditure and payment of fees,
commissions, brokerage, remuneration and reimbursement of expenses in connection with the Offer;

(o) To determine the utilization of proceeds and accept and appropriate the proceeds of the Offer in accordance with the
Applicable Laws;

(p) To approve code of conduct as may be considered necessary by the IPO Committee or as required under the
Applicable Laws, regulations or guidelines for the Board, officers of the Company and other employees of the
Company;

(q) To approve the implementation of any corporate governance requirements, code of conduct for the Board, officers
and other employees of the Company that may be considered necessary by the Board or the IPO Committee or as
may be required under the Applicable Laws or the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended and listing agreements to be entered into by the Company with the relevant stock
exchanges, to the extent allowed under Applicable Laws;

(r) To finalise and issue receipts/allotment letters/confirmation of allotment notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of the Company with such features and attributes as may be
required and to provide for the tradability and free transferability thereof as per market practices and regulations,
including listing on one or more stock exchanges, with power to authorise one or more officers of the Company to
sign all or any of the afore stated documents;

(s) To undertake as appropriate such communication with the Selling Shareholders as required under applicable law,
including inviting the existing shareholders of the Company to participate in the Offer by making an offer for sale in
relation to such number of Equity Shares held by them as may be deemed appropriate, and which are eligible for the
offer for sale in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), take all actions as may be necessary
and authorised in connection with the Offer for Sale and to approve and take on record the approval of the Selling
Shareholder(s) for offering their Equity Shares in the Offer for Sale and the transfer of Equity Shares in the Offer for
Sale;

(t) To authorise and approve notices, advertisements in relation to the Offer in consultation with the relevant
intermediaries appointed for the Offer in accordance with the SEBI ICDR Regulations, Companies Act, as amended
and other Applicable Laws;

(u) To issue advertisements in such newspapers and other media as it may deem fit and proper in accordance with the
SEBI ICDR Regulations, Companies Act, 2013, as amended and other Applicable Laws;

(v) To decide the total number of Equity Shares to be reserved for allocation or transferred to eligible categories of
investors the number of Equity Shares to be allotted or transferred in each tranche, issue price, premium amount,
discount (as allowed under Applicable Laws), if any;

(w) To do all such acts, deeds, matters and things and execute all such other documents, etc., as may be deemed
necessary or desirable for such purpose, in consultation with BRLMs, including without limitation, to determine the
anchor investor portion and allocation to anchor investors, to finalise the basis of allocation and to allot the shares to
the successful allottees as permissible in law, issue of allotment letters/confirmation of allotment notes, credit of

228
 Equity Shares to the demat accounts of the successful allottees, share certificates in accordance with the relevant
rules, in consultation with the BRLMs in accordance with Applicable Laws;

(x) To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign and/ or
modify, as the case maybe, agreements and/or such other documents as may be required with the National Securities
Depository Limited, the Central Depository Services (India) Limited, registrar and transfer agents and such other
agencies, authorities or bodies as may be required in this connection and to authorise one or more officers of the
Company to execute all or any of the afore stated documents;

(y) To make in-principle and final applications for listing and trading of the Equity Shares in one or more stock
exchange(s) for listing of the Equity Shares and to execute and to deliver or arrange the delivery of necessary
documentation to the concerned stock exchange(s) in connection with obtaining such listing including without
limitation, entering into listing agreements and affixing the common seal of the Company where necessary and to
take all such other actions as may be necessary in connection with obtaining such listing;

(z) To settle all questions, difficulties or doubts that may arise in relation to the Offer, including issue, allotment, terms
of the Offer, utilisation of the Offer proceeds and matters incidental thereto as it may deem fit;

(aa) To submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies, Karnataka at
Bengaluru and the relevant stock exchange(s) where the Equity Shares are to be listed;

(bb) To negotiate, finalize, settle, execute and deliver any and all other documents or instruments and to do or cause to be
done any and all acts or things as the IPO Committee may deem necessary, appropriate or advisable in order to carry
out the purposes and intent of this resolution or in connection with the Offer and any documents or instruments so
executed and delivered or acts and things done or caused to be done by the IPO Committee shall be conclusive
evidence of the authority of the IPO Committee in so doing;

(cc) To execute and deliver and/or to authorise and empower officers of the Company (each, an “Authorised Officer”) for
and on behalf of the Company to execute and deliver, on a several basis, any and all other documents or instruments
and any declarations, affidavits, certificates, consents, agreements as well as amendments or supplements thereto as
may be required from time to time or that the Authorised Officers consider necessary, appropriate or advisable, in
connection with the Offer, including, without limitation, engagement letter(s), memoranda of understanding, the
listing agreements, the registrar agreement, the depositories agreements, the offer agreement, the underwriting
agreement, the syndicate agreement, the cash escrow and sponsor bank agreement and confirmation of allocation
notes, with the BRLMs, syndicate members, bankers to the Offer, registrar to the Offer, bankers to the Company,
managers, underwriters, guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees,
custodians, advertising agencies, and all such persons or agencies as may be involved in or concerned with the Offer,
if any and any and all other documents or instruments and doing or causing to be done any and all acts or things as
the IPO Committee and/or Authorised Officer may deem necessary, appropriate or advisable in order to carry out the
purposes and intent of the foregoing or in connection with the Offer and any documents or instruments so executed
and delivered or acts and things done or caused to be done by the IPO Committee and/or Authorised Officer shall be
conclusive evidence of the authority of the IPO Committee and/or Authorised Officer and Company in so doing;

(dd) To decide, negotiate and finalise the pricing and all other related matters regarding the execution of the relevant
documents with the investors in consultation with the BRLMs and in accordance with Applicable Laws;

(ee) To, if necessary, withdraw the draft red herring prospectus or the red herring prospectus or to decide to not proceed
with the Offer at any stage in accordance with Applicable Laws and in consultation with the BRLMs; and

(ff) To delegate any of its powers set out hereinabove, as may be deemed necessary and permissible under Applicable
Laws to the officials of the Company.

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 Management Organization Chart

Board of Directors

Chairman, Managing Director and CEO

Rajesh Kumar Naidu Yabaji

Executive Director and Executive Director and Chief Technology

Head-New Initiatives Chief Financial Officer Chief Product Officer Chief People Officer
COO Officer
Ramasubramaniam Satyakam G N Manish Singh Shilpi Pandey
Chanakya Hridaya Thejasvi Bhat
Balasubramaniam

Business Head-Payments Business Head- National Head-Vehicle Company Secretary

National Sales Head
& Telematics Marketplace Finance and Head-Legal
Chandra Prakash
Abhishek Singh Supil Chachan Prakash Bajirao Mali Barun Pandey

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Key Managerial Personnel

In addition to Rajesh Kumar Naidu Yabaji, the Managing Director and Chief Executive Officer of our Company, Chanakya
Hridaya, the Executive Director and Chief Operating Officer and Ramasubramanian Balasubramaniam, Executive Director
and Head-New Initiatives of our Company and of our Company whose details are set out under “- Brief biographies of our
Directors” on page 217, the details of our other Key Managerial Personnel as on the date of this Red Herring Prospectus, are
set forth below:

Satyakam GN is the Chief Financial Officer of our Company. He joined our Company on August 6, 2018. He is a qualified
chartered accountant from the Institute of Chartered Accountants of India and holds a bachelor’s degree in commerce from
Bangalore University. Prior to joining our Company, he was associated with NTT Data Global Delivery Services Private
Limited and Tesco Hindustan Service Centre Private Limited. He has approximately 10 years of experience in the field of
finance and accounting. He received a remuneration of ₹7.74 million in Fiscal 2024 from our Company.

Barun Pandey is the Company Secretary and Compliance Officer of our Company. He joined our Company on June 26,
2024. He is a qualified Company Secretary from the Institute of Company Secretaries of India, New Delhi. Prior to joining
our Company, he was associated with Sika Interplant Systems Limited, Mro-tek Realty Limited and Sri Krishna
Constructions (India) Ltd. He has over 8 years of work experience. During Fiscal 2024, he did not receive any remuneration
from our Company.

Senior Management Personnel of our Company

In addition to Satyakam GN, Chief Financial Officer of our Company and Barun Pandey, Company Secretary and
Compliance Officer, whose details are provided in “- Key Managerial Personnel of our Company” on page 231, the details of
our other Senior Management Personnel as on the date of this Red Herring Prospectus are set forth below:

Thejasvi Bhat is the Chief Technology Officer of our Company. He joined our Company on May 5, 2020. He holds
a bachelor’s degree in electronics and communication engineering from Visvesvaraya Technological University. Prior to
joining our company, he was associated with Swiggy (Bundl Technologies Private Limited), Holiday IQ.com (Leisure &
Lifestyle Information Services Private Limited), snapThings (Qualzoom Technologies Private Limited), Vidteq India Private
Limited and Celstream Technologies Limited. He has approximately 19 years of work experience in the field of engineering
and data sciences. He received a remuneration of ₹19.98 million in Fiscal 2024 from our Company.

Manish Singh is the Chief Product Officer of our Company. He joined our Company on December 3, 2018. He
holds bachelor’s degree in materials and metallurgical engineering from Indian Institute of Technology, Kanpur. Prior to
joining our Company, he was associated with Ola (ANI Technologies Private Limited), Holiday IQ (Leisure & Lifestyle
Information Services Private Limited), Freshers World (Cassius Technologies Private Limited), CAT India Online (IB Labs
Private Limited), IDS Software Solutions India Private Limited, Infosys Technologies Limited and NCE Technologies. He
has approximately 19 years of work experience in the field of product management and engineering. He received a
remuneration of ₹22.02 million in Fiscal 2024 from our Company.

Shilpi Pandey is the Chief People Officer of our Company. She joined our Company on April 7, 2016. She holds a post
graduate diploma in personnel management and industrial relations from XLRI, Jamshedpur and a bachelor’s degree in arts
from the University of Lucknow. Prior to joining our Company, she was associated with CommonFloor.com (maxHeap
Technologies Private Limited.), Photon Interactive Private Limited, Madura Fashion and Lifestyle, Sasken Technologies
Limited, WeP Peripherals Limited, Sonata Software Limited and Infosys Limited. She has approximately 21 years of work
experience in the field of human resource management. She received a remuneration of ₹25.94 million in Fiscal 2024 from
our Company.

Abhishek Singh is the Head of Payments and Telematics business of our Company. He joined our Company on September
17, 2018. He holds a bachelor’s and master’s degree in chemical engineering under the dual degree programme from the
Indian Institute of Technology, Kharagpur. Prior to joining our Company, he has worked for Greenxt Technology Solutions
Private Limited. and Rio Tinto India Private Limited. He has over 11 years of experience in engineering and overseeing the
operational functions. He received a remuneration of ₹9.92 million in Fiscal 2024 from our Company.

Supil Chachan is the Head of Marketplace business of our Company. He joined our Company on January 1, 2018. He holds
a post graduate diploma in management from the Indian Institute of Management, Bangalore and a bachelor’s degree in
chemical engineering from the Indian Institute of Technology, Delhi. Prior to joining our Company, he has worked for Jindal
Stainless Corporate Management Services Private Limited., Tata Administrative Services, and PricewaterhouseCoopers
Private Limited. He has close to 14 years of experience in the field of general management and strategy. He received a
remuneration of ₹10.91 million in Fiscal 2024 from our Company.

Chandra Prakash is the National Head of Sales of our Company. He joined our Company on January 9, 2023. He holds a
master’s degree in business administration in marketing management from Lalit Narayan Mishra Institute of Economic
Development and Social Change, Patna and a bachelor’s degree in English from Gaya College. Prior to joining our Company,
he has worked for Oravel Stays Private Limited, Bharti Airtel Limited, Tata Teleservices Limited, Hindustan Lever Limited,

231
Reliance Telecom Limited and Eveready Industries India Limited. He has approximately 21 years of experience in the field of
sales and distribution. He received a remuneration of ₹14.10 million in Fiscal 2024 from our Company.

Prakash Bajirao Mali is the National Head of Vehicle Finance of our Company. He joined our Company on July 13,2022.
He holds a diploma in mechanical engineering from Government Polytechnic College. Prior to joining our Company, he has
worked for HDB Financial Services Limited, Cholamandalam Investment and Finance Company Limited, IndusInd Bank and
Kotak Mahindra Bank Limited. He has close to 22 years of experience in the field of sales and business development in
commercial vehicle loans. He received a remuneration of ₹6.55 million in Fiscal 2024 from our Company.

Relationship between our Key Managerial Personnel and Senior Management Personnel

None of our Key Managerial Personnel or Senior Management Personnel are related to each other.

Relationship between our Key Managerial Personnel or Senior Management Personnel and Directors

None of our Key Managerial Personnel or Senior Management Personnel are related to any of the Directors of our Company.

Status of Key Managerial Personnel and Senior Management Personnel

Our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.

Shareholding of Key Managerial Personnel and Senior Management Personnel

Except as disclosed in “Shareholding of our Directors in our Company” on page 220, none of our Key Managerial Personnel
and Senior Management Personnel hold any Equity Shares in our Company.

Bonus or profit-sharing plans

None of our Key Managerial Personnel or Senior Management Personnel is entitled to any bonus or profit-sharing plans of
our Company.

Interests of Key Managerial Personnel and Senior Management Personnel

The Key Managerial Personnel and Senior Management Personnel do not have any interests in our Company, other than (i)
the Executive Directors who are the Promoters and shareholders of the Company; (ii) the remuneration or benefits to which
they are entitled in accordance with the terms of their appointment or reimbursement of expenses incurred by them during the
ordinary course of business; (ii) the Equity Shares, if any, held by them or their relatives and companies, firms and trusts, in
which they are interested as directors, proprietors, members, partners, trustees and promoters; (iii) ESOPs held by them and
the resultant shareholding from such ESOPs and (iv) as provided in “Financial Statements – Restated Consolidated Financial
Information – Note 21”on page 291. The Key Managerial Personnel and Senior Management Personnel may also be deemed
to be interested to the extent of any dividend payable to them and other distributions in respect of Equity Shares held by them
in our Company.

Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management Personnel

There is no contingent or deferred compensation payable to our Key Managerial Personnel or Senior Management Personnel
or Directors, which does not form part of their remuneration.

Arrangements or understandings with major shareholders, customers, suppliers or others

There is no arrangement or understanding with the major Shareholders, customers, suppliers or others, pursuant to which any
Key Managerial Personnel or Senior Management Personnel was selected as member of senior management.

Service Contracts with Key Managerial Personnel and Senior Management Personnel

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, there are no
service contracts executed by our Company with the Key Managerial Personnel and Senior Management Personnel pursuant
to which they are entitled to any benefits upon termination of their employment.

Changes in Key Managerial Personnel and Senior Management Personnel

Except as disclosed below, there have been no changes in the Key Managerial Personnel or Senior Management Personnel in
the last three years:

Name Designation Date of Change Reason for Change

Rajesh Kumar Naidu Yabaji Chief Executive Officer June 26, 2024 Appointment as Chief Executive Officer
Chanakya Hridaya Chief Operating Officer June 26, 2024 Appointment as Chief Operating Officer
Ramasubramanian Head – New Initiatives June 26, 2024 Appointment as Head – New Initiatives
Balasubramaniam

232
Barun Pandey Company Secretary and Compliance June 26, 2024 Appointment as Company Secretary and
Officer Compliance Officer
Satyakam GN Chief Financial Officer June 26, 2024 Appointment as Chief Financial Officer

Payment or benefit to Key Managerial Personnel and Senior Management Personnel

No non-salary amount or benefit has been paid or given to any officer of our Company including Key Managerial Personnel
or Senior Management Personnel, within the two years preceding the date of this Red Herring Prospectus or is intended to be
paid or given, other than in the ordinary course of their employment or any employee stock options, for services rendered as
officers of our Company.

Employee Stock Options

For details of the ESOP Schemes, see “Capital Structure – Employee Stock Options Schemes of our Company” on page 110.

233
 OUR PROMOTERS AND PROMOTER GROUP

Rajesh Kumar Naidu Yabaji, Chanakya Hridaya, and Ramasubramanian Balasubramaniam are the Promoters of our
Company.

As on the date of this Red Herring Prospectus, our Promoters, in aggregate, hold 53,446,188 Equity Shares in our Company,
representing 32.78% of the shareholding in our Company on a fully diluted basis; individually, Rajesh Kumar Naidu Yabaji
holds 23,559,968 Equity shares, representing 14.45% of the shareholding in our Company on a fully diluted basis, Chanakya
Hridaya holds 15,364,208 Equity Shares, representing 9.42% of the shareholding in our Company on a fully diluted basis and
Ramasubramanian Balasubramaniam holds 14,522,012 Equity Shares, representing 8.91% of the shareholding in our
Company on a fully diluted basis of the issued, subscribed and paid-up equity share capital of our Company, on a fully diluted
basis. For further details, see “Capital Structure - Shareholding of our Promoter and Promoter Group”, on page 106.

Details of our Promoters

Rajesh Kumar Naidu Yabaji, born on July 2, 1988, aged 36 years, is one of our
Promoters and the Chairman, Managing Director and Chief Executive Officer of our
Company. He resides at 8132, Tower 8, Embassy Pristine, Iblur Village, Bellandur,
Bengaluru 560 103, Karnataka, India.

For further details in relation to his date of birth, residential address, educational
qualifications, professional experience in the business, positions/posts held in the
past and other directorships, other ventures special achievements, business and other
activities, see “Our Management – Brief Biographies of Directors” beginning on
page 217. His permanent account number is AEOPY1873P.

Chanakya Hridaya, born on May 28, 1989, aged 35 years, is one of the Promoters
and is the Chief Operating Officer and an Executive Director of our Company. He
resides at B1104, Vaswani Reserve, Panathur Main Road, Kadubeesanahalli,
Bengaluru 560 103, Karnataka, India.

For further details in relation to his date of birth, residential address, educational
qualifications, professional experience in the business, positions/posts held in the
past and other directorships, other ventures, special achievements, business and
other activities, see “Our Management – Brief Biographies of Directors” beginning
on page 217. His permanent account number is AESPH6575B.

Ramasubramanian Balasubramaniam, born on December 10, 1973, aged 50

years, is one of the Promoters and is the Head of New Initiaives and an Executive
Director of our Company. He resides at Villa No-120, Adarsh Palm Retreat,
Devarabisanahalli, Bellandur, Bengaluru 560 103, Karnataka, India.

For further details in relation to his date of birth, residential address, educational
qualifications, professional experience in the business, positions/posts held in the
past and other directorships, other ventures, special achievements, business and
other activities, see “Our Management – Brief Biographies of Directors” beginning
on page 217. His permanent account number is AKPPS9052B.

234
Our Company confirms that the permanent account numbers, bank account numbers, passport numbers, Aadhaar card
numbers and driving license numbers of each of our Promoters have been submitted to the Stock Exchanges at the time of
filing of this Red Herring Prospectus.

Other ventures of our Promoters

Other than 204 Ventures and as disclosed in “History and Certain Corporate Matters”, and “Our Management” on pages 206
and 215, respectively, our Promoters are not involved in any other venture.

Change in the control of our Company

There has been no change in the control of our Company during the last five years preceding the date of this Red Herring
Prospectus.

Our Promoters acquired shares of our Company on April 20, 2015, and are the original promoters of our Company.

Interests of Promoters and common pursuits

Our Promoters are interested in our Company to the extent that (i) they are the Promoters of our Company; and (ii) to the
extent of their direct and indirect shareholding in our Company; including the dividend payable, if any, and any other
distributions in respect of the Equity Shares held by them in our Company, from time to time. For details of the shareholding
of our Promoters in our Company, see “Capital Structure”, on page 88.

Our Promoters, who are also Directors and Key Managerial Personnel of our Company, may be deemed to be interested to the
extent of their remuneration and reimbursement of expenses, payable to them, if any, in their capacity as Directors. For
further details, see “Our Management” on page 215.

No sum has been paid or agreed to be paid to any of our Promoters or to the firms or companies in which our Promoters are
interested as a member in cash or shares or otherwise by any person, either to induce him to become or to qualify them, as a
director or promoter or otherwise for services rendered by our Promoters or by such firms or companies in connection with
the promotion or formation of our Company.

Except as disclosed below, and under “Our Management” and “Other Financial Information – Related Party Transactions”
on pages 215 and 353, respectively, our Promoters have no interest in any property acquired by our Company during the three
years immediately preceding the date of this Red Herring Prospectus or proposed to be acquired by our Company, or in any
transaction by our Company for acquisition of land, construction of building or supply of machinery, etc. and no amount or
benefit has been paid or given to our Promoters, or any of the members of the Promoter Group during the two years preceding
the filing of this Red Herring Prospectus nor is there any intention to pay or give any amount or benefit to our Promoters or
any of the members of the Promoter Group.

Except as disclosed under “History and Certain Corporate Matters – Our Subsidiaries, joint ventures and associates”, other
than our Subsidiaries, our Promoters do not have any interest in a venture that is involved in any activities similar to those
conducted by our Company.

Material guarantees given by our Promoters to third parties with respect to Equity Shares of our Company

Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares as on the date of this
Red Herring Prospectus.

Further, our Promoters have not given personal guarantees for certain loans availed by our Company and certain entities
forming part of our Promoter Group.

Companies and firms with which our Promoters have disassociated in the last three years

Our Promoters have not disassociated themselves from any company or firm in the three years immediately preceding the
date of this Red Herring Prospectus.

Confirmations

Our Promoters and members of our Promoter Group have not been declared Wilful Defaulters or Fraudulent Borrowers by
any bank or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent
Borrowers issued by Reserve Bank of India.

Our Promoters and members of our Promoter Group have not been prohibited or debarred from accessing the capital markets
or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any other securities
market regulator or any other authority, court or tribunal inside and outside India.

235
Our Promoters are not and have not been a promoter or director of any other company which is debarred from accessing or
operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters have not been declared as fugitive economic offenders under the Fugitive Economic Offenders Act, 2018.

There is no conflict of interest between our Promoters or members of our Promoter Group and the suppliers of raw materials
and third-party service providers, which are crucial for the operations of our Company. Further, there is no conflict of interest
between our Promoters or members of our Promoter Group and lessors of the immovable properties, which are crucial for the
operations of our Company.

Promoter Group

The following individuals and entities constitute our Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR
Regulations.

Natural persons who are part of our Promoter Group

The following table sets forth details of the natural persons who are part of our Promoter Group (due to their relationship with
our Promoter):

Sr. No. Name of the Promoter Name Relationship

1. Rajesh Kumar Naidu Yabaji Anusha Thummala Spouse
Chinnam Naidu Yabaji Father
Bhagya Lakshmi Yabaji Mother
Rajkumari Yabaji Sister
Sri Lakshmi Yabaji Sister
Madhavi Yabaji Sister
Rayaan Yabaji Son
Rishi Yabaji Son
Chandrasekhara Naidu Thummala Spouse’s father
Jayalakshmi Thummala Spouse’s mother
Chaitanya Tummala Spouse’s brother
2. Chanakya Hridaya Apurva Jain Spouse
Chayanika Singh Mother
Neha Hridaya Sister
Bhupendra Kumar Jain Spouse’s father
Urmil Jain Spouse’s mother
Shirin Jain Spouse’s sister
3. Ramasubramaniam Balasubramaniam Sivagnanam Aramvlarthanathan Spouse
Balasubramaniam Ramasubramanian Father
Indira B Eswaramoorthy Mother
Balasubramaniam Easwaramurthy Brother
Vishali Ramasubramaniam Daughter
Indira Ramasubramaniam Daughter
Arumugam Pillai Aramvalarthanathan Spouse’s father
Amurugam A Aramvalarthanathan Spouse’s brother

Entities forming part of our Promoter Group

a) 204 Ventures*

b) Inquisitive Years Private Limited

c) Iorta TechNXT Corp APAC

d) Iorta Technology Solutions Private Limited

* 204 Ventures is a partnership firm

236
 OUR GROUP COMPANIES

In terms of the SEBI ICDR Regulations, the applicable accounting standards and the resolution passed by the Board at its
meeting held on July 4, 2024, ‘group companies’ of our Company shall include (i) the companies (other than our
Subsidiaries) with which there were related party transactions, in accordance with Ind AS 24, as disclosed in the Restated
Consolidated Financial Information; and (ii) such other companies as considered material by the Board.

With respect to (ii) above, our Board in its meeting held on July 4, 2024, has considered that such companies (other than our
Subsidiaries, as applicable) that are a part of the Promoter Group with which there were transactions in the most recent
financial year and stub period, if any, to be included in the Offer documents (“Test Period”), and which individually or in the
aggregate, exceed 10% of the total revenue from operations of our Company for the Test Period, shall also be classified as
Group Companies.

Accordingly, in terms of the policy adopted by our Board for determining group companies, our Board has not identified any
companies as the group companies of the Company.

237
 DIVIDEND POLICY

The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board to the
Shareholders for their approval in the Annual General Meeting, at their discretion, subject to compliance with the provisions
of the Companies Act, including the rules made thereunder and other relevant regulations, if any, each as amended. Further
the Board shall also have the absolute power to declare interim dividend in compliance with the Companies Act. The
dividend distribution policy of our Company was approved and adopted by our Board at its meeting on June 26, 2024.

The declaration and payment of dividend will depend on a number of internal and external factors. Some of the internal
factors on the basis of which our Company may declare dividend shall inter alia include financial commitments with respect
to outstanding borrowings and interest thereon, financial requirement for business expansion and/or diversification,
acquisition, etc., of new businesses, present and future capital expenditure plans of our Company including organic/ inorganic
growth opportunities, our Company’s liquidity position including its present and expected obligations and cost of borrowings.
The external factors on the basis of which our Company may declare the dividend shall inter alia include the state of
economy and capital markets requiring our Company to maintain liquidity, evaluation of whether there are any exceptional
circumstances in the global market, regulatory changes including introduction of new or changes in existing tax or regulatory
requirements (including dividend distribution tax) having significant impact on our Company’s operations or finances.

There is no guarantee that any dividends will be declared or paid in the future. For details in relation to risks involved in this
regard, see “Risk Factors – We cannot assure payment of dividends on the Equity Shares in the future and our ability to pay
dividends in the future will depend on our earnings, financial condition, cash flows, working capital requirements, capital
expenditures and restrictive covenants of our financing arrangements and we may not be able to pay dividends in future.” on
page 60.

Our Company has not declared and paid any dividend in the three Financial Years ended March 31, 2024, March 31, 2023
and March 31, 2022 and the three month period ended June 30, 2023 and June 2024 preceding the date of this Red Herring
Prospectus and the period from April 1, 2024 until the date of this Red Herring Prospectus.

238
 SECTION V: FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

(The remainder of this page has been left intentionally blank)

239
The Board of Directors
Zinka Logistics Solutions Limited (formerly known as Zinka Logistics Solutions Private Limited)
Vaswani Presidio, No. 84/2
II Floor, Panathur Main Road
Off Outer Ring Road, Kadubeensanahalli
Bengaluru–560 103, Karnataka.

Independent Auditor’s Examination Report on Restated Consolidated Financial

Information in connection with the Proposed Initial Public Offering of Zinka Logistics
Solutions Limited (formerly known as Zinka Logistics Solutions Private Limited)
Dear Sirs,
1. This report is issued in accordance with the terms of our agreement dated June 14, 2024 read
with addendum 1 dated July 3, 2024 and addendum 2 dated October 14, 2024.

2. We have examined the attached Restated Consolidated Financial Information, expressed in

Indian Rupees (Rs.) million of Zinka Logistics Solutions Limited (formerly known as Zinka
Logistics Solutions Private Limited) (the “Company” or the “Issuer”) and its subsidiaries (the
Company and its subsidiaries together referred to as the “Group") comprising:

(a) the “Restated Consolidated Statement of Assets and Liabilities” as at June 30, 2024, June
30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure I);

(b) the “Restated Consolidated Statement of Profit and Loss” for the three months periods
ended June 30, 2024 and June 30, 2023 and for the financial years ended March 31, 2024,
March 31, 2023 and March 31, 2022 (enclosed as Annexure II);

(c) the “Restated Consolidated Statement of Changes in Equity” for the three months periods
ended June 30, 2024 and June 30, 2023 and for the financial years ended March 31, 2024,
March 31, 2023 and March 31, 2022 (enclosed as Annexure III);

(d) the “Restated Consolidated Statement of Cash Flows” for the three months periods ended
June 30, 2024 and June 30, 2023 and for the financial years ended March 31, 2024, March
31, 2023 and March 31, 2022 (enclosed as Annexure IV);

(e) the Basis of Preparation and Notes to the Restated Consolidated Financial Information for
the three months periods ended June 30, 2024 and June 30, 2023 and for the financial years
ended March 31, 2024, March 31, 2023 and March 31, 2022 of the Group including Material
and other Accounting Policies under Ind-AS on a consolidated basis (enclosed as Annexure
V); and

(f) the “Statement of Adjustments to the Audited Special Purpose Interim Consolidated
Financial Statements” as at and for the three months periods ended June 30, 2024 and June
30, 2023 and Audited Consolidated Financial Statements as at and for the financial years
ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure VI).

(together referred to as the “Restated Consolidated Financial Information”), prepared by the

Management of the Company in connection with the Proposed Initial Public Offering of Equity
Shares of the Company (the “IPO” or “Issue”) in accordance with the requirements of:
i. Section 26 of the Companies Act, 2013 (the “Act”) as amended from time to time;

240
Independent Auditor’s Examination Report on Restated Consolidated Financial Information in
connection with the proposed Initial Public Offering of Zinka Logistics Solutions Limited (formerly
known as Zinka Logistics Solutions Private Limited)
Page 2 of 7

ii. Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to
date (the “SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India
(the “SEBI”); and

iii. the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).
The said Restated Consolidated Financial Information has been approved by the Board of
Directors of the Company at their meeting held on October 14, 2024 for the purpose of inclusion
in the Red Herring Prospectus and Prospectus (the “Prospectus”) (hereinafter collectively
referred to as “Offer Documents”) and signed by us under reference to this report.

Management’s Responsibility for the Restated Consolidated Financial Information

3. The preparation of the Restated Consolidated Financial Information, for the purpose of
inclusion in the Offer Documents to be filed with SEBI, BSE Limited (“BSE”), National Stock
Exchange of India Limited (“NSE”) and Registrar of Companies (“ROC”), as applicable, in
connection with the Proposed IPO, is the responsibility of the Management of the Company. The
Restated Consolidated Financial Information has been prepared by the Management of the
Company in accordance with the basis of preparation stated in Note 2 to the Restated
Consolidated Financial Information included in Annexure V. The Management’s responsibility
includes designing, implementing and maintaining internal controls relevant to the preparation
and presentation of the Restated Consolidated Financial Information. The Management is also
responsible for identifying and ensuring that the Group complies with the Act, SEBI ICDR
Regulations and the Guidance Note.

Auditor’s Responsibilities

4. Our work has been carried out considering the concepts of test checks and materiality to obtain
reasonable assurance based on verification of evidence supporting the Restated Consolidated
Financial Information in accordance with the Guidance Note and other applicable authoritative
pronouncements issued by the ICAI and pursuant to the requirements of Section 26 of the Act
and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your
responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the
Guidance Note in connection with the Issue.

5. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI.

6. Our examination of the Restated Consolidated Financial Information has not been carried out
in accordance with the auditing standards generally accepted in the United States of America,
standards of the Public Company Accounting Oversight Board of the United States of America
and accordingly should not be relied upon by any one as if it had been carried out in accordance
with those standards or any other standards besides the standards referred to in this report.

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Independent Auditor’s Examination Report on Restated Consolidated Financial Information in
connection with the proposed Initial Public Offering of Zinka Logistics Solutions Limited (formerly
known as Zinka Logistics Solutions Private Limited)
Page 3 of 7

7. The Restated Consolidated Financial Information, expressed in Rs. Million , has been prepared
by the Company’s Management from:
a) the audited special purpose interim consolidated financial statements of the Group as
at and for the three months period ended June 30, 2024 prepared in accordance with
Indian Accounting Standard 34 (“Ind AS 34”) “Interim Financial Reporting”, prescribed
under Section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, and other accounting principles generally accepted in India,
which have been approved by the Board of Directors at their meeting held on October
14, 2024.

b) the audited special purpose interim consolidated financial statements of the Group as
at and for the three months period ended June 30, 2023, prepared in accordance with
the Basis of Preparation as described in Annexure V- Note 2 of the Restated
Consolidated Financial Information, which have been approved by the board of
directors held at their meeting held on October 14, 2024.

c) the audited consolidated financial statements of the Group as at and for the years ended
March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with the
Indian Accounting Standards (“Ind AS”) as prescribed under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other
accounting principles generally accepted in India, which have been approved by the
Board of Directors at their meeting held on July 4, 2024, September 30, 2023 and
September 30, 2022 respectively.
8. For the purpose of our examination, we have relied on
a) Auditors’ report issued by us on the Special Purpose Interim Consolidated Financial
Statements of the Group as at and for the three months period ended June 30, 2024 as
referred in Paragraph 7(a) above, on which we issued an unmodified opinion vide our
report dated October 14, 2024.

b) Auditors’ report issued by us on the Special Purpose Interim Consolidated Financial

Statements of the Group as at and for the three months period ended June 30, 2023 as
referred in Paragraph 7(b) above, on which we issued an unmodified opinion vide our
report dated October 14, 2024.

c) the auditors’ reports issued by us on the Consolidated Financial Statements of the Group
as at and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022, as
referred in paragraph 7(c) above, on which we issued an unmodified opinion vide our
reports dated July 4, 2024, September 30, 2023 and September 30, 2022 respectively.
9. We have not audited any financial statements of the Group as of any date or for any period
subsequent to June 30, 2024. Accordingly, we do not express any opinion on the financial
position, results or cash flows of the Group as of any date or for any period subsequent to June
30, 2024.

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Independent Auditor’s Examination Report on Restated Consolidated Financial Information in
connection with the proposed Initial Public Offering of Zinka Logistics Solutions Limited (formerly
known as Zinka Logistics Solutions Private Limited)
Page 4 of 7

Opinion
10. Based on our examination and according to the information and explanations given to us and
also as per the reliance placed on the examination report submitted by the other auditors for the
respective periods/years as stated in paragraph 18, we report that the Restated Consolidated
Financial Information:
a. have been prepared in accordance with the Act, the SEBI ICDR Regulations and the
Guidance Note;
b. have been prepared after incorporating adjustments in respect of changes in the accounting
policies, material errors, if any, and regrouping/ reclassifications retrospectively (as
disclosed in Annexure VI to Restated Consolidated Financial Information) to reflect the
same accounting treatment as per the accounting policies as at and for the three months
period ended June 30, 2024, for all the reporting periods; and
c. there are no qualifications in the auditors’ reports which require any adjustments.
11. The Restated Consolidated Financial Information does not reflect the effects of events that
occurred subsequent to the respective dates of the reports on the audited consolidated financial
statements of the Group mentioned in paragraph 8 above.
12. This report should not in any way be construed as a re-issuance or re-dating of any of the prior
years’ audit reports issued by us on the consolidated financial statements of the Group for all
the reporting periods.
13. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
Emphasis of Matter
14. The auditors’ report issued by us dated October 14, 2024, on the special purpose audited
consolidated financial statements of the Group as at and for the three months period ended June
30, 2024 includes the following Emphasis of Matter paragraph:
“We draw attention to Note 2(a) to the special purpose interim consolidated financial
statements. The special purpose interim consolidated financial statements dealt with by this
report have been prepared for use by the Holding Company’s Management in the preparation of
restated consolidated financial information of the Group which will be included in the Red
Herring Prospectus and the Prospectus, to be filed by the Holding Company with the Securities
and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and
Registrar of Companies, as applicable, in connection with proposed Initial Public Offering of the
equity shares of the Holding Company. As a result, the special purpose interim consolidated
financial statements may not be suitable for another purpose. Our opinion is not modified in
respect of this matter.”

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 Independent Auditor’s Examination Report on Restated Consolidated Financial Information in
connection with the proposed Initial Public Offering of Zinka Logistics Solutions Limited (formerly
known as Zinka Logistics Solutions Private Limited)
Page 5 of 7

15. The auditors' report issued by us dated October 14, 2024, on the special purpose audited
consolidated financial statements of the Group as at and for the three months period ended June
30, 2023 includes the following Emphasis of Matter paragraph:

"We draw attention to Note 2(a) to the special purpose interim consolidated financial
statements, which describes the basis of its preparation. The special purpose interim
consolidated financial statements dealt with by this report, have been prepared in accordance
with the Basis of Preparation stated in Note 2 to the special purpose interim consolidated
financial statements, for use by the Holding Company’s Management in the preparation of
restated consolidated financial information of the Group which will be included in Red Herring
Prospectus and the Prospectus, to be filed by the Holding Company with the Securities and
Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Registrar
of Companies, as applicable, in connection with proposed Initial Public Offering of the equity
shares of the Holding Company. As a result, the special purpose interim consolidated financial
statements may not be suitable for another purpose. Our opinion is not modified in respect of
this matter."

Other Matter
16. As indicated in our audit reports referred to in paragraph 8 above, we did not audit the special
purpose interim financial statements/ financial statements of certain subsidiaries as at and for
the three months period ended June 30, 2024 and June 30, 2023 and for the period/years ended
March 31, 2024, March 31, 2023 and March 31, 2022 whose special purpose interim financial
statements/ financial statements reflect total assets, net assets, total revenue, total
comprehensive income (comprising of profit/(loss) and other comprehensive income) and net
cash flows, as considered in the Special Purpose Interim Consolidated Financial Statements/
Consolidated Financial Statements, for the relevant periods/years is given in the table below,
which have been audited by other auditors and whose reports have been furnished to us by the
Management, and our opinion on the Special Purpose Interim Consolidated Financial
Statements/ Consolidated Financial Statements insofar as it relates to the amounts and
disclosures included in respect of these subsidiaries, is based on the reports of the other auditors
and additional procedures performed by us in this regard:
(Rs. Million)
As at and for As at and for As at and As at and As at and
the three the three for the for the for the
months period months period period/ period/ year
Particulars
ended June 30, ended June 30, year ended year ended ended
2024 2023 March 31, March 31, March 31,
2024 2023 2022
Number of subsidiaries 3 3 4 4 4
Total Assets 223.29 112.87 227.49 121.60 301.70
Net Assets 172.96 108.61 170.24 114.10 102.70
Total Revenue 8.85 0.08 12.35 361.70 (*) 654.30 (*)
Total comprehensive 2.68 (0.32) 1.30 (17.70) (24.90)
income (comprising of
profit/ (loss) and other
comprehensive income)
Net cash flows (4.95) 6.23 (95.46) 17.90 32.40

(*) Total revenue pertains to discontinued operations.

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Independent Auditor’s Examination Report on Restated Consolidated Financial Information in
connection with the proposed Initial Public Offering of Zinka Logistics Solutions Limited (formerly
known as Zinka Logistics Solutions Private Limited)
Page 6 of 7

17. Our opinion on the Special Purpose Interim Consolidated Financial Statements/ Consolidated
Financial Statements is not modified in respect of the above matter.

18. We did not examine the restated financial information of certain subsidiaries as at and for the
three months period ended June 30, 2024 and June 30, 2023 and for the years ended March 31,
2024, March 31, 2023 and March 31, 2022 whose restated financial information reflect total
assets, net assets, total revenue, total comprehensive income (comprising of profit/(loss) and
other comprehensive income) and net cash flows, as considered in the Restated Consolidated
Financial Information, for the relevant years/ periods is given in the table below, which have
been examined by other auditors, M O J & Associates (Firm registration number: 015425S), and
whose examination reports have been furnished to us by the Management, and our opinion on
the Restated Consolidated Financial Information insofar as it relates to the amounts and
disclosures included in respect of these subsidiaries, is based on the examination reports of the
other auditors and additional procedures performed by us in this regard:
(Rs. Million)
As at and As at and
As at and As at and
for the for the As at and
for the for the
three three for the year
period/ year period/ year
Particulars months months ended
ended ended
period period March 31,
March 31, March 31,
ended June ended June 2022
2024 2023
30, 2024 30, 2023
Number of 3 3 4 4 4
subsidiaries
Total Assets 223.29 112.87 227.49 121.60 301.70
Net Assets 172.96 108.61 170.24 114.10 102.70
Total Revenue 8.85 0.08 12.35 361.70 (*) 654.30 (*)
Total 2.68 (0.32) 1.30 (17.70) (24.90)
comprehensiv
e income
(comprising of
profit/ (loss)
and other
comprehensiv
e income)
Net cash flows (4.95) 6.23 (95.46) 17.90 32.40

(*) Total revenue pertains to discontinued operations.

The other auditors, as mentioned above, have confirmed to us that the Restated Financial
Information of the subsidiaries:
(i) have been prepared after incorporating adjustments for the changes in accounting policies,
material errors, if any, and regrouping/ reclassifications retrospectively for the three
months period ended June 30, 2023 and for the financial year ended March 31, 2024,
March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the
accounting policies and grouping/ classifications followed by the Company as at and for the
three months period ended June 30, 2024;
(ii) there are no qualifications in the auditors’ reports which require any adjustments; and
(iii) have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance
Note, as applicable, and have issued unmodified opinions on the respective Restated
Standalone Financial Information of the subsidiaries.

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Independent Auditor’s Examination Report on Restated Consolidated Financial Information in
connection with the proposed Initial Public Offering of Zinka Logistics Solutions Limited (formerly
known as Zinka Logistics Solutions Private Limited)
Page 7 of 7

Our opinion on the Restated Consolidated Financial information is not modified in respect of above
matter.

Restriction on Use
19. This report is addressed to and is provided to enable the Board of Directors of the Company to
include this report in the Offer Documents, prepared in connection with the Proposed IPO of
Equity Shares of the Company, to be filed by the Company with SEBI, BSE, NSE and ROC, as
applicable, in connection with the Proposed IPO. Our report should not be used, referred to, or
distributed for any other purpose except with our prior consent in writing. Accordingly, we do
not accept or assume any liability or any duty of care for any other purpose or to any other person
to whom this report is shown or into whose hands it may come without our prior consent in
writing.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal

Partner
Place: Bengaluru Membership Number: 064311
Date: October 14, 2024 UDIN: 24064311BKFWGX3245

246
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure I - Restated Consolidated Statement of Assets and Liabilities
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Annexure V As at As at As at As at As at
Notes June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 4(a) 275.69 202.50 291.81 191.71 191.53
Right-of-use assets 29 91.17 128.55 100.51 115.10 20.67
Intangible assets 4(b) 0.22 0.56 0.26 0.59 1.04
Financial assets
i. Investments 5(a) - - - 157.76 1,218.50
ii. Loans 5(e) 97.14 - 95.70 - -
iii. Other financial assets 5(f) 268.05 126.20 267.60 23.34 251.00
Current tax assets 6(a) 110.08 130.72 216.71 269.19 288.28
Other non-current assets 7 44.89 58.50 7.73 79.30 -
Total non-current assets 887.24 647.03 980.32 836.99 1,971.02

Current assets
Financial assets
i. Investments 5(a) 545.46 1,752.74 602.33 1,951.44 1,146.19
ii. Trade receivables 5(b) 204.32 1,292.31 208.41 1,265.56 2,145.40
iii. Cash and cash equivalents 5(c) 1,331.75 1,119.06 1,547.35 964.89 937.28
iv. Bank balances other than cash and cash equivalents 5(d) 1,968.26 735.87 1,813.36 752.88 973.20
v. Loans 5(e) 51.00 - 35.82 - -
vi. Other financial assets 5(f) 430.68 480.23 364.91 423.00 1,445.27
Other current assets 7 305.98 413.73 292.00 347.76 378.47
Total current assets 4,837.45 5,793.94 4,864.18 5,705.53 7,025.81
Assets classified as held for sale 36(a) 569.40 - 698.71 - -
Total assets 6,294.09 6,440.97 6,543.21 6,542.52 8,996.83

EQUITY AND LIABILITIES

Equity
Equity share capital 8(a) 56.57 0.10 0.10 0.10 0.10
Other equity
Equity component of compound financial instruments 8(b)
2.57 2.57 2.57 2.57 2.57
Reserves and surplus 8(c) 3,390.65 3,332.76 3,110.26 3,523.97 5,848.09
Total equity 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76

247
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure I - Restated Consolidated Statement of Assets and Liabilities
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Annexure V As at As at As at As at As at
Notes June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022

Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 10(a) 23.46 - 28.46 - 120.00
ii. Lease liabilities 29 71.81 96.62 77.72 99.09 -
Provisions 11 37.45 31.00 34.86 32.00 25.77
Contract liabilities 9 31.18 34.65 27.90 - -
Deferred tax liabilities (net) 12 - - - - -
Total non-current liabilities 163.90 162.27 168.94 131.09 145.77
Current liabilities
Financial liabilities
i. Borrowings 10(a) 1,586.65 1,580.76 1,708.89 1,658.35 1,870.00
ii. Lease liabilities 29 24.81 30.49 26.98 18.01 24.17
iii. Trade payables
Total outstanding dues of micro and small enterprises 10(b)
1.37 3.22 4.53 11.41 6.40
Total outstanding dues of creditors other than micro 10(b)
and small enterprises 117.36 175.02 143.54 149.60 264.58
iv. Other financial liabilities 10(c) 145.27 549.76 635.80 536.22 478.36
Contract liabilities 9 592.96 459.49 554.58 414.00 251.41
Provisions 11 71.60 68.69 69.31 65.20 67.85
Current tax liabilities 6(b) 1.06 1.52 0.52 1.20 1.68
Other current liabilities 13 104.68 74.32 85.45 30.80 35.85
Total current liabilities 2,645.76 2,943.27 3,229.60 2,884.79 3,000.30
Liabilities directly associated with assets classified as held 36(a)
for sale 34.64 - 31.74 - -
Total liabilities 2,844.30 3,105.54 3,430.28 3,015.88 3,146.07
Total equity and liabilities 6,294.09 6,440.97 6,543.21 6,542.52 8,996.83
The above Restated Consolidated Statement of Assets and Liabilities should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing in
Annexure - V and Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June 30,
2024 and June 30, 2023 and Audited Consolidated Financial Statements as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively
appearing in Annexure - VI.
This is the Restated Consolidated Statement of Assets and
Liabilities referred to in our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Naidu Yabaji Chanakya Hridaya

Partner Chairman, Managing Director and Executive Director and Chief
Chief Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

248
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure II - Restated Consolidated Statement of Profit and Loss
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Annexure For the three months For the three months For the year ended For the year ended For the year ended
V period ended period ended
Notes June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Continuing operations
Income
Revenue from operations 14 921.66 594.67 2,969.22 1,756.80 1,193.26
Other income 15 61.59 48.92 195.92 194.12 241.54
Other gains (net) 20 0.05 - - - 126.48
Total income 983.30 643.59 3,165.14 1,950.92 1,561.28

Expenses
Employee benefits expense 16 391.93 529.00 2,869.27 2,195.54 2,160.80
Finance costs 17 7.64 6.10 27.95 31.96 171.26
Depreciation and amortisation expense 18 69.49 69.43 253.35 204.07 152.50
Other expenses 19 446.15 337.84 1,657.62 1,866.78 1,377.83
Other losses (net) 20 - 34.16 26.05 19.38 -
Total expenses 915.21 976.53 4,834.24 4,317.73 3,862.39
Restated Profit/ (Loss) before exceptional items and tax
68.09 (332.94) (1,669.10) (2,366.81) (2,301.11)
from continuing operations

Exceptional item 10 (c)(ii) 256.23 - - - -

Restated Profit/ (Loss) before tax from continuing

324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
operations
Income tax expense
- Current tax 12 0.54 0.24 0.76 1.68 2.38
- Deferred tax charge/ (credit) 12 - - - - -
Total tax expense 0.54 0.24 0.76 1.68 2.38

Restated Profit/ (Loss) for the period/ year from 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
continuing operations (A)

Discontinued operations
(Loss) from discontinued operations before tax 36(a) (37.06) (26.21) (269.63) (536.49) (542.15)
Tax expenses on discontinued operations - - - - -
Restated Profit/ (Loss) from discontinued operations (B)
(37.06) (26.21) (269.63) (536.49) (542.15)
Restated Profit/ (Loss) for the period/ year(A+B) 286.72 (359.39) (1,939.49) (2,904.98) (2,845.64)
Restated Other comprehensive income
Items that will not be reclassified to profit or loss
- Remeasurements of post-employment benefit 11
obligations (0.53) 0.21 2.39 2.56 (0.37)

- Tax impact on above - - - - -

Items that will be reclassified to profit or loss
- Exchange differences on translation of foreign
- - - (0.23) (1.41)
operations
Restated Other comprehensive income for the period/
(0.53) 0.21 2.39 2.33 (1.78)
year
Restated Total comprehensive income for the period/ 286.19 (359.18) (1,937.10) (2,902.65) (2,847.42)
year
Restated Profit/ (Loss) is attributable to:
Owners of Zinka Logistics Solutions Limited (Formerly
286.72 (359.39) (1,939.49) (2,904.98) (2,845.64)
known as Zinka Logistics Solutions Private Limited)
Non-controlling interest - - - - -
Restated Other comprehensive income is attributable to:

Owners of Zinka Logistics Solutions Limited (Formerly

(0.53) 0.21 2.39 2.33 (1.78)
known as Zinka Logistics Solutions Private Limited)
Non-controlling interest - - - - -
Restated Total comprehensive income is attributable to:
Owners of Zinka Logistics Solutions Limited (Formerly
286.19 (359.18) (1,937.10) (2,902.65) (2,847.42)
known as Zinka Logistics Solutions Private Limited)
Non-controlling interest - - - - -

249
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure II - Restated Consolidated Statement of Profit and Loss
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Annexure For the three months For the three months For the year ended For the year ended For the year ended
V period ended period ended
Notes June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(Not annualised) (Not annualised)

Restated Profit/ (Loss) per equity share from continuing

operations [in Rupees]:
[Nominal value per share: Re.1/- (June 30, 2023: Re. 1/-;
March 31, 2024: Re. 1/-; March 31, 2023: Re.1/-; March 31,
2022: Re.1/-)]

Basic 31(a) 1.76 (1.82) (9.06) (12.93) (12.96)

Diluted 31(b) 1.74 (1.82) (9.06) (12.93) (13.49)

Restated Profit/ (Loss) per equity share from discontinuing

operations [in Rupees]:
[Nominal value per share: Re.1/- (June 30, 2023: Re. 1/-;
March 31, 2024: Re. 1/-; March 31, 2023: Re.1/-; March 31,
2022: Re.1/-)]
Basic 31(a) (0.20) (0.14) (1.46) (2.93) (3.05)
Diluted 31(b) (0.20) (0.14) (1.46) (2.93) (3.02)

Restated Profit/ (Loss) per equity share from continuing and

discontinued operations [in Rupees]:
[Nominal value per share: Re.1/- (June 30, 2023: Re. 1/-;
March 31, 2024: Re. 1/-; March 31, 2023: Re.1/-; March 31,
2022: Re.1/-)]
Basic 31(a) 1.56 (1.96) (10.52) (15.86) (16.01)
Diluted 31(b) 1.54 (1.96) (10.52) (15.86) (16.51)

The above Restated Consolidated Statement of Profit and Loss should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing in Annexure - V and
Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months periods ended June 30, 2024 and June 30, 2023 and Audited
Consolidated Financial Statements as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively appearing in Annexure - VI.

This is the Restated Consolidated Statement of Profit and

Loss referred to in our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Naidu Yabaji Chanakya Hridaya

Partner Chairman, Managing Director and Chief Executive Director and Chief
Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

250
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure III - Restated Consolidated Statement of Changes in Equity
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
A. Equity share capital [Refer Annexure V, Note 8(a)]
Amount
Balance as at April 1, 2021 0.10
Changes in equity share capital during the year -
Balance as at March 31, 2022 0.10
Changes in equity share capital during the year -
Balance as at March 31, 2023 0.10
Changes in equity share capital during the year -
Balance as at March 31, 2024 0.10

Balance as at April 1, 2023 0.10

Changes in equity share capital during the period -
Balance as at June 30, 2023 0.10

Balance as at April 1, 2024 0.10

Changes in equity share capital during the period
Add: Bonus shares issued [Refer Annexure V, note 8(a)(ix)] 56.47
Balance as at June 30, 2024 56.57

B. Other equity
Equity component of Total Total other
compound financial Reserves and surplus reserves and equity
instruments surplus
Face value of CCPS Securities Retained Capital redemption Statutory reserve Share options Other
premium earnings reserve under section 45IA of outstanding reserves -
the RBI Act, 1934 account Foreign
currency
translation
reserve
Annexure V, note 8(b) Annexure V, note 8(c)
Balance as at April 1, 2021 2.34 14,590.67 (12,573.50) 0.00 - 688.40 2.40 2,707.97 2,710.31
Restated Loss for the year - - (2,845.64) - - - - (2,845.64) (2,845.64)
Restated Other comprehensive income - - (0.37) - - - (1.41) (1.78) (1.78)
Restated Total comprehensive income for the year - - (2,846.01) - - - (1.41) (2,847.42) (2,847.42)
Share based payment expenses (Refer Annexure V, note 21) - - - - - 906.54 - 906.54 906.54
CCPS issued during the year [Refer Annexure V, notes 8(a) and 8(c)(i)] 0.23 5,099.89 - - - - - 5,099.89 5,100.12
Less: Transaction cost on issue of CCPS [Refer Annexure V, note 8(c)(i)] - (18.89) - - - - - (18.89) (18.89)
Balance as at March 31, 2022 2.57 19,671.67 (15,419.51) 0.00 - 1,594.94 0.99 5,848.09 5,850.66
- -
Restated Loss for the year - - (2,904.98) - - - - (2,904.98) (2,904.98)
Restated Other comprehensive income - - 2.56 - - - (0.23) 2.33 2.33
Restated total comprehensive income for the year - - (2,902.42) - - - (0.23) (2,902.65) (2,902.65)
Share based payment expenses (Refer Annexure V, note 21) - - - - - 578.53 - 578.53 578.53
Balance as at March 31, 2023 2.57 19,671.67 (18,321.93) 0.00 - 2,173.47 0.76 3,523.97 3,526.54
Restated Loss for the year - - (1,939.49) - - - - (1,939.49) (1,939.49)
Restated Other comprehensive income - - 2.39 - - - - 2.39 2.39
Restated Total comprehensive income for the year - - (1,937.10) - - - - (1,937.10) (1,937.10)
Reclassification adjustment on liquidation of subsidiary from Other comprehensive
- - - - - - (0.76) (0.76) (0.76)
income to profit [Refer Annexure V, note 25 (a)(ii)]
Share based payment expenses (Refer Annexure V, note 21) - - - - - 1,524.15 - 1,524.15 1,524.15
Transfer of stock option outstanding on cancellation (Refer Annexure V, note 21) - - 2,125.91 - - (2,125.91) - - -
Statutory reserve under section 45IA of the RBI Act, 1934 - - (0.40) - 0.40 - - - -
Balance as at March 31, 2024 2.57 19,671.67 (18,133.52) 0.00 0.40 1,571.71 - 3,110.26 3,112.83

251
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure III - Restated Consolidated Statement of Changes in Equity
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

B. Other equity (Contd..)

Equity component of Total Total other
compound financial Reserves and surplus reserves and equity
instruments surplus
Face value of CCPS Securities Retained Capital redemption Statutory reserve Share options Other
premium earnings reserve under section 45IA of outstanding reserves -
the RBI Act, 1934 account Foreign
currency
translation
reserve
Annexure V, note 8(b) Annexure V, note 8(c)

Balance as at April 1, 2023 2.57 19,671.67 (18,321.93) 0.00 - 2,173.47 0.76 3,523.97 3,526.54
Restated Loss for the period - - (359.39) - - - - (359.39) (359.39)
Restated Other comprehensive income - - 0.21 - - - - 0.21 0.21
Restated Total comprehensive income for the period - - (359.18) - - - - (359.18) (359.18)
Reclassification adjustment on liquidation of subsidiary from Other comprehensive
- - - - - - (0.76) (0.76) (0.76)
income to profit [Refer Annexure V, note 25]
Share based payment expenses (Refer Annexure V, note 21) - - - - - 168.73 - 168.73 168.73
Balance as at June 30, 2023 2.57 19,671.67 (18,681.11) 0.00 - 2,342.20 - 3,332.76 3,335.33

Balance as at April 1, 2024 2.57 19,671.67 (18,133.52) 0.00 0.40 1,571.71 - 3,110.26 3,112.83
Restated Profit for the period - - 286.72 - - - - 286.72 286.72
Restated Other comprehensive income - - (0.53) - - - - (0.53) (0.53)
Restated Total comprehensive income for the period - - 286.19 - - - - 286.19 286.19
Share based payment expenses (Refer Annexure V, note 21) - - - - - 38.27 - 38.27 38.27
Issue of bonus shares [Refer Annexure V, note 8(a)(ix)] - (56.47) - - - - - (56.47) (56.47)
Proceeds on conversion of partly paid Series D CCPS to fully paid Series D CCPS
0.00 12.40 - - - - - 12.40 12.40
[Refer Annexure V, note 8(a)(x)]
Statutory reserve under section 45IA of the RBI Act, 1934 - (0.43) - 0.43 - - - -
Balance as at June 30, 2024 2.57 19,627.60 (17,847.76) 0.00 0.83 1,609.98 - 3,390.65 3,393.22

The above Restated Consolidated Statement of Changes in Equity should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing in Annexure - V and Statement of Adjustments to the Audited Special Purpose Interim Consolidated
Financial Statements as at and for the three months periods ended June 30, 2024 and June 30, 2023 and Audited Consolidated Financial Statements as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively appearing in Annexure -
VI.
This is the Restated Consolidated Statement of Changes in Equity referred to in our report of even date
For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Naidu Yabaji Chanakya Hridaya Satyakam G N Barun Pandey
Partner Chairman, Managing Director Executive Director and Chief Chief Financial officer Company Secretary
and Chief Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464 Membership Number: A39508
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

252
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure IV - Restated Consolidated Statement of Cash Flows
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

For the three For the three For the year For the year For the year
Annexure months period months period ended March 31, ended March 31, ended March 31,
V ended June 30, 2024 ended June 30, 2023 2024 2023 2022
Notes (*)
Cash flows from operating activities
Restated Profit/ (Loss) before tax for the period/ year
Continuing operations 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
Discontinued operation 36(a) (37.06) (26.21) (269.63) (536.49) (542.15)
Restated Profit/ (Loss) before tax including discontinued operations
287.26 (359.15) (1,938.73) (2,903.30) (2,843.26)

Adjustments for:
Depreciation and amortisation expense 18 69.57 69.51 253.66 204.68 153.24
Employee share-based payment expense 21 38.27 168.73 1,524.15 578.50 906.50
Finance costs 17 27.38 26.65 104.94 107.36 272.97
(Gain)/ loss on fair valuation of embedded derivatives 20 - 33.75 108.91 33.00 (120.76)
(Gain)/ loss on waiver of embedded derivatives 20 - - (81.55) - -
(Gain)/ loss on settlement of embedded derivatives 20 (256.23) - - - -
Net impairment losses on trade receivables 19 26.20 22.23 238.90 448.87 326.40
Net impairment losses on financial assets (other than trade receivables) 19 0.06 - 1.31 - -

Doubtful vendor advances written off (net of provision written back) 19 - - 21.62 49.09 23.69
Net (gain)/ loss on sale of mutual funds 15 (5.77) (8.10) (23.17) (30.58) (25.79)
Fair value (gain)/ loss from mutual funds designated as FVTPL 15 (0.43) 0.55 (0.77) 6.67 (4.58)
Interest income on bank deposits 15 (35.91) (12.07) (82.37) (41.57) (61.03)
Interest income on intercorporate deposits 15 (12.01) (9.32) (41.63) (45.84) (69.69)
Interest income on bonds 15 (1.23) (14.84) (32.99) (73.74) (60.67)
Interest on income tax refund 15 (5.68) (4.73) (12.45) (7.10) (17.14)
(Gain)/ loss on sale of property, plant and equipment 20 0.01 0.11 (0.87) (3.20) 7.46
Unrealised foreign exchange loss/ (gain) 20 (0.06) (0.23) (0.97) (10.43) 6.43
Loss on sale/ liquidation of subsidiary 20 - 0.53 0.53 39.70 -
131.43 (86.38) 38.52 (1,647.89) (1,506.23)
Change in operating assets and liabilities
(Increase)/ decrease in
- trade receivables 96.70 (48.98) 151.21 311.31 365.50
- non-current loans given (16.68) - (132.06) - (4.34)
- other non-current financial assets (6.86) (10.32) (37.88) 8.20 (29.13)
- other current financial assets (2.36) (0.78) (11.71) (10.80) 71.50
- other non-current assets (0.97) (2.89) (3.82) - -
- other current assets (2.94) (65.97) 31.92 (127.30) (59.00)
Increase/ (decrease) in
- trade payables (29.16) 17.23 40.38 34.66 81.65
- provisions 7.07 2.70 9.35 6.10 25.49
- other current financial liabilities (11.76) (20.21) 72.22 36.30 (10.78)
- contract liabilities 41.66 80.14 168.48 170.00 212.90
- other current liabilities 19.23 43.52 54.65 1.40 15.00
Cash generated from/ (used in) operations 225.36 (91.94) 381.26 (1,218.02) (837.44)

Income taxes refund/ (paid) - net 112.31 143.28 64.25 26.20 55.80
Net cash inflow/ (outflow) from operating activities (A) 337.67 51.34 445.51 (1,191.82) (781.64)

Cash flows inflow from investing activities:

Proceeds from sale of mutual funds and bonds 4,347.43 3,920.00 16,362.44 11,280.16 7,593.59
Purchase of mutual funds and bonds (4,291.79) (3,549.82) (14,859.56) (11,009.48) (9,406.20)
Investment in intercorporate deposits (100.00) (150.00) (550.00) (200.00) (1,523.30)
Proceeds from maturity of intercorporate deposits 50.00 - 400.00 1,405.40 872.00
Proceeds from sale of investment in subsidiary - - - 46.20 -
Purchase of property, plant and equipment (80.51) (48.66) (243.33) (256.20) (223.00)
Proceeds from disposal of property, plant and equipment - 1.31 3.55 3.68 3.71
Purchase of intangible assets - - - - (1.00)
Investment in bank deposits with maturity more than 3 months (251.05) (706.73) (4,208.89) (409.80) (1,077.50)
Proceeds from bank deposits with maturity more than 3 months 97.60 729.52 3,172.25 630.00 1,429.00
Interest received 47.89 18.45 115.39 196.10 146.70
Net cash inflow/ (outflow) from investing activities (B) (180.43) 214.07 191.85 1,686.06 (2,186.00)

253
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure IV - Restated Consolidated Statement of Cash Flows
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

For the three For the three For the year For the year For the year
Annexure months period months period ended March 31, ended March 31, ended March 31,
V ended June 30, 2024 ended June 30, 2023 2024 2023 2022
Notes (*)

Cash flows from financing activities:

Issue of Compulsorily Convertible Cumulative Preference Shares - - - - 5,081.20
Proceeds for conversion of partly paid Series D CCPS to fully paid Series
12.40 - - - -
D CCPS
Proceeds from non-current borrowings - - 50.00 - -
Repayment of non-current borrowings (4.46) - (2.88) (120.00) (1,100.90)
Proceeds from current borrowings 2,656.27 1,976.04 8,988.48 9,487.25 9,309.40
Repayment of current borrowings (2,686.18) (2,137.90) (9,039.86) (9,601.45) (10,155.77)
Repayment for settlement of right to subscribe/ derivatives liability (222.54) - - - -
Principal element of lease payments (8.08) (7.00) (29.40) (28.61) (24.73)
Interest element of lease payments (2.55) (3.29) (12.10) (4.05) (3.81)
Interest paid (24.95) (23.57) (92.45) (102.32) (284.54)
Net cash inflow/ (outflow) from financing activities (C) (280.09) (195.72) (138.21) (369.18) 2,820.85

Net increase/ (decrease) in cash and cash equivalents (A+B+C) (122.85) 69.69 499.15 125.06 (146.79)

Cash and cash equivalents at the beginning of the period/ year 1,290.09 790.94 790.94 665.88 812.67

Cash and cash equivalents at end of the period/ year 1,167.24 860.63 1,290.09 790.94 665.88

Non-cash financing and investing activities

- Acquisition of right-of-use assets - 22.79 22.81 121.54 -

Reconciliation of cash and cash equivalents as per the Restated

Consolidated Statement of Cash Flows
Cash and cash equivalents as per above comprise of the following:
Cash and cash equivalents 5(c) 1,331.75 1,119.06 1,547.35 964.89 937.28
Bank overdrafts 10(a) (164.51) (258.43) (257.26) (173.95) (271.40)
Balance as per Restated Consolidated Statement of Cash Flows 1,167.24 860.63
174 1,290.09 790.94 665.88
(*) Includes amounts relating to discontinued operations. Refer Annexure V, note 36(a)(iii)

The above Restated Consolidated Statement of Cash Flows should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing in Annexure - V and
Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months periods ended June 30, 2024 and June 30, 2023 and Audited
Consolidated Financial Statements as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively appearing in Annexure - VI.

This is the Restated Consolidated Statement of Cash Flows referred to in

our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Chanakya Hridaya

Partner Chairman, Managing Director and Chief Executive Director and Chief
Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

254
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

1 General Information
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited) (hereafter referred to as "ZLSL" or as "Holding Company"
or "Company") was incorporated as a private company on April 20, 2015. The Company got converted to a public limited company and the name of the
Company changed to ‘Zinka Logistics Solutions Limited’ pursuant to a Shareholders’ resolution dated June 11, 2024 and a fresh certificate of incorporation
dated June 19, 2024. The Holding Company has its registered office at Vaswani Presidio, No.84/2, II Floor, Panathur main road, Kadubessanahalli, Off outer
ring road, Bangalore, Karnataka, India, 560103. The Holding Company and its subsidiaries are together referred to as "the Group". The Group comprises of
the following subsidiary entities:
- TZF Logistics Solutions Private Limited, India
- Blackbuck Finserve Private Limited, India
- Blackbuck Poland Spółka z, Poland (Disposed on August 31, 2022)
- Blackbuck Netherlands B.V., Netherland (Liquidated on July 11, 2023)
- ZZ Logistics Solutions Private Limited, India (Incorporated on February 16, 2024)
(Also refer note 25)

The Group owns digital platforms which are used by truck operators (customers) to digitally manage payments for tolling and fueling, monitor drivers and
fleets using telematics, find loads on platform (marketplace) and get access to financing for the purchase of used vehicles. Blackbuck Finserve Private
Limited (a subsidiary) has received a non-deposit-taking NBFC license on August 01, 2023 and commenced operations in October 2023. The Group was
also in the business of corporate freight which, consequent to a strategic decision, is sold to a third party subsequent to the three months ended June 30, 2024
(Refer Note 36 for further details).

The Restated Consolidated Financial Information are authorized for issue by the Board of Directors as on October 14, 2024.

2 Basis of preparation
The Restated Consolidated Financial Information of the Group comprises of the Restated Consolidated Statement of Assets and Liabilities as at June 30,
2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Consolidated Statement of Profit and Loss, the Restated
Consolidated Statement of Changes in Equity, Restated Consolidated Statement of Cash Flows for the three months periods ended June 30, 2024 and June
30, 2023 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022, Notes to the Restated Consolidated Financial Information and
Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months periods ended June 30,
2024 and June 30, 2023 and Audited Consolidated Financial Statements as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022
(collectively, the ‘Restated Consolidated Financial Information’).

These Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose of inclusion in the Red Herring
Prospectus ('RHP') and the Prospectus ('Prospectus'), to be filed by the Holding Company with the Securities and Exchange Board of India (‘SEBI’), BSE
Limited (‘BSE’), National Stock Exchange of India Limited (‘NSE’) and the Registrar of Companies, Bengaluru ('RoC'), as applicable, in connection with
proposed Initial Public Offering of the equity shares of the Holding Company (‘Offering’).

The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company, have been prepared in accordance
with the requirements of:
a) Section 26 of Chapter III of the Companies Act, 2013, as amended from time to time ("the Act");
b) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended to date (the “SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India (the “SEBI”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended
from time to time (the “Guidance Note”).

The Restated Consolidated Financial Information have been prepared from:

i. Audited Special Purpose Interim Consolidated Financial Statements of the Group as at and for the three months period ended June 30, 2024 prepared in
accordance with the Audited Accounting Standard 34 ('Ind AS 34') "Interim Financial Reporting" as prescribed under Section 133 of the Companies Act,
2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other accounting principles generally accepted
in India, which have been approved by the Board of Directors of the Holding Company at their meetings held on October 14, 2024.

ii. Audited Special Purpose Interim Consolidated Financial Statements of the Group as at and for the three months period ended June 30, 2023 prepared in
accordance with the Audited Accounting Standard 34 ('Ind AS 34') "Interim Financial Reporting" as prescribed under Section 133 of the Companies Act,
2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other accounting principles generally accepted
in India, except for inclusion of comparative information as those are not being given in the Restated Consolidated Information as per the option available to
the Issuer under paragraph (A) (i) of Clause 11(I) of Part A of Schedule VI of the SEBI ICDR Regulations, which has been approved by the Board of
Directors of the Holding Company at their meetings held on October 14, 2024.

iii. The Audited Consolidated Financial Statements of the Group as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 of the
Group which are prepared in accordance with Indian Accounting Standards (Ind AS) specified under the Section 133 of the Companies Act, 2013,
Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other accounting principles generally accepted in India, which
have been approved by the Board of Directors of the Holding Company at their meetings held on July 04, 2024, September 30, 2023 and September 30,
2022 respectively, on which unmodified audit opinions was issued vide audit reports dated July 04, 2024, September 30, 2023 and September 30, 2022,
respectively.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
2 Basis of preparation (Contd..)
The accounting policies have been consistently applied by the Group in preparation of the Restated Consolidated Financial Information and are consistent
with those adopted in the preparation of Audited Special Purpose Interim Consolidated Financial Statements for the three months periods ended June 30,
2024 and June 30, 2023. These Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective
dates of auditor's reports on audited Special Purpose Interim Consolidated Financial Statements and the audited Consolidated Financial Statements
mentioned above.
The Restated Consolidated Financial Information:
a) Have been prepared after incorporating adjustments in respect of changes in the accounting policies, material errors, and regrouping/ reclassifications
retrospectively in the three months period ended June 30, 2023 and for the years ended March 31, 2024, March 31, 2023, and March 31, 2022 to reflect the
same accounting treatment as per the accounting policies and grouping/ classifications followed as at and for the three months period ended June 30, 2024;
and
b) Do not require any adjustment for qualifications as there are no qualifications in the underlying auditors’ reports which require any adjustments.

All assets and liabilities have been classified as current or non-current as per the Group’s operating cycle and other criteria set out in the Schedule III
(Division II) to the Act. Based on the nature of services and the time between the acquisition of assets/ inputs for processing and their realisation of cash and
cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current/ non-current classification of assets and liabilities.

The Restated Consolidated Financial Information have been prepared on a historical cost basis, except for the following -
- certain financial assets and liabilities is measured at fair value
- assets held for sale - measured at fair value less cost to sell or carrying amount, which ever is lower. [Refer note 36(a)(iv)]
- share-based payments. (Refer note 21)

Rounding off: All amounts disclosed in the Restated Consolidated Financial Information and notes have been rounded off to the nearest million with two
decimals as per the requirement of Schedule III, unless otherwise stated. Amounts mentioned as "0" in the Restated Consolidated Financial Information
denote amounts rounded off being less than Rupees five thousands.
The material accounting policies used in preparation of these Restated Consolidated Financial Information have been included in the relevant notes to these
Restated Consolidated Financial Information. A summary of other accounting policies has been provided in note 37.

Principles of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group. The Group combines the Restated Consolidated Financial
Information of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and expenses. Inter-Group
transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Restated
Consolidated Statement of Profit and Loss, Restated Consolidated Statement of Change in Equity and Restated Consolidated Statement of Assets and
Liabilities respectively.
Recent Accounting Pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standard)
Rules as issued from time to time. As of June 30, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the
Group that has not been applied.

3 Critical judgements and significant estimates

The preparation of financial information requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also
needs to exercise judgement in applying the Group’s accounting policies. This note provides an overview of the areas that involved a higher degree of
judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than
those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about
the basis of calculation for each affected line item in the financial information. In addition, this note also explains where there have been actual adjustments
this year as a result of changes to previous estimates.
The areas involving critical estimates or judgements are:
a) Recognition of revenue - Refer note 14.
b) Impairment of financial assets - Refer note 24 (A).
c) Employee stock option plan - Fair value of option on the date of grant and forfeiture rate are the significant estimates. Refer note 21.
d) Valuation of embedded derivative - Refer note 10(c).
e) Recognition of deferred tax asset - Refer note 12.
Estimates and judgements are continually evaluated. They are based on historical and other factors including expectation of future events that may have
financial impact on the Group and that are believed to be reasonable under the circumstances.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

4 Property, plant and equipment and Intangible assets

Accounting policy
Property, plant and equipment
Depreciation method, estimated useful lives and residual value
Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets as prescribed under part C of
the Schedule II of the Act or useful life based on technical evaluation done by management in order to reflect the actual usage of the assets. The
useful life, residual value and the depreciation method are reviewed atleast at each financial year end. If the expectations differ from previous
estimates, the changes are accounted for prospectively as a change in accounting estimate.
The estimates of useful lives of property, plant and equipment are as follows:

Class of asset Useful life (in Useful life (in

years) adopted by years) as per
the Group Companies Act,
2013
Plant and machinery (Telematics devices) 2 years NA
Computer equipment 3 years 3 years
Office equipment 2-5 years 5 years
Furniture and fixtures 10 years 10 years
Motor vehicles 5 years 6 years

Leasehold improvements are amortised over the remaining lease term or the estimated useful life of 10 years, whichever is lower.
Intangible assets
Computer software acquired are carried at cost less accumulated amortisation and impairment losses, if any. The Group amortises intangible assets
with finite useful life using the straight-line method over their estimated useful life of 3 years.
Refer note 37(i) for other accounting policies.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, unless otherwise stated)

4 Property, plant and equipment and Intangible assets (Contd..)

(a) Property, plant and equipment (b) Intangible assets

Plant and machinery Computer Office equipment Furniture and Motor vehicles Leasehold Total Computer software
(Telematics devices) equipment fixtures improvements
Year ended March 31, 2022

Gross carrying amount as on April 1, 2021 26.62 107.70 11.47 0.50 45.50 72.00 263.79 3.70
Additions 214.20 8.01 0.40 - - 0.46 223.07 1.00
Disposals - - - - (12.20) - (12.20) -
Closing gross carrying amount as on March 31, 2022 240.82 115.71 11.87 0.50 33.30 72.46 474.66 4.70

Accumulated depreciation/ amortisation as on April 1, 2021 6.00 73.40 7.70 0.22 24.90 51.60 163.82 2.40
Depreciation/ amortisation charge during the year 71.85 29.17 1.42 0.02 2.77 15.10 120.33 1.26
Disposals - - - - (1.02) - (1.02) -
Closing accumulated depreciation/ amortisation as on March 31, 2022 77.85 102.57 9.12 0.24 26.65 66.70 283.13 3.66
Net carrying amount as at March 31, 2022 162.97 13.14 2.75 0.26 6.65 5.76 191.53 1.04
Year ended March 31, 2023

Gross carrying amount as on April 1, 2022 240.82 115.71 11.87 0.50 33.30 72.46 474.66 4.70
Additions 152.33 23.16 0.71 - - 1.55 177.75 -
Disposals (62.50) (1.50) - - (16.37) - (80.37) -
Closing gross carrying amount as on March 31, 2023 330.65 137.37 12.58 0.50 16.93 74.01 572.04 4.70
-
Accumulated depreciation/ amortisation as on April 1, 2022 77.85 102.57 9.12 0.24 26.65 66.70 283.13 3.66
Depreciation/ amortisation charge during the year 153.60 14.73 1.33 0.05 1.69 5.73 177.13 0.45
Disposals (62.53) (1.50) - - (15.90) - (79.93) -
Closing accumulated depreciation/ amortisation as on March 31, 2023 168.92 115.80 10.45 0.29 12.44 72.43 380.33 4.11
Net carrying amount as at March 31, 2023 161.73 21.57 2.13 0.21 4.49 1.58 191.71 0.59
Year ended March 31, 2024

Gross carrying amount as on April 1, 2023 330.65 137.37 12.58 0.50 16.93 74.01 572.04 4.70
Additions 316.16 - 1.07 1.49 - - 318.72 -
Disposals (121.54) (61.59) (1.31) (0.51) (1.70) - (186.65) -
Closing gross carrying amount as on March 31, 2024 525.27 75.78 12.34 1.48 15.23 74.01 704.11 4.70

Accumulated depreciation/ amortisation as on April 1, 2023 168.92 115.80 10.45 0.29 12.44 72.43 380.33 4.11
Depreciation/ amortisation charge during the year 202.63 9.57 1.18 0.19 1.69 0.67 215.93 0.33
Disposals (121.54) (59.71) (1.21) (0.31) (1.19) - (183.96) -
Closing accumulated depreciation/ amortisation as on March 31, 2024 250.01 65.66 10.42 0.17 12.94 73.10 412.30 4.44
Net carrying amount as at March 31, 2024 275.26 10.12 1.92 1.31 2.29 0.91 291.81 0.26

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, unless otherwise stated)

4 Property, plant and equipment and Intangible assets (Contd..)

(a) Property, plant and equipment (b) Intangible assets

Plant and machinery Computer Office equipment Furniture and Motor vehicles Leasehold Total Computer software
(Telematics devices) equipment fixtures improvements

Three months period ended June 30, 2023

Gross carrying amount as on April 1, 2023 330.65 137.37 12.58 0.50 16.93 74.01 572.04 4.70
Additions 71.06 - 0.39 0.90 - - 72.35 -
Disposals (34.65) (59.64) - - - - (94.29) -
Closing gross carrying amount as on June 30, 2023 367.06 77.73 12.97 1.40 16.93 74.01 550.10 4.70

Accumulated depreciation/ amortisation as on April 1, 2023 168.92 115.80 10.45 0.29 12.44 72.43 380.33 4.11
Depreciation/ amortisation charge during the period 56.58 2.64 0.27 0.03 0.45 0.17 60.14 0.03
Disposals (34.65) (58.22) - - - - (92.87) -
Closing accumulated depreciation/ amortisation as on June 30, 2023 190.85 60.22 10.72 0.32 12.89 72.60 347.60 4.14
Net carrying amount as at June 30, 2023 176.21 17.51 2.25 1.08 4.04 1.41 202.50 0.56

(a) Property, plant and equipment (b) Intangible assets

Plant and machinery Computer Office equipment Furniture and Motor vehicles Leasehold Total Computer software
(Telematics devices) equipment fixtures improvements
Three months period ended June 30, 2024

Gross carrying amount as on April 1, 2024 525.27 75.78 12.34 1.48 15.23 74.01 704.11 4.70
Additions 44.22 0.10 - - - - 44.32 -
Disposals (15.99) (9.45) - - - - (25.44) -
Assets transferred to held for sale [Refer Note 36 (a)(iv)] - (3.02) - - - - (3.02) -
Closing gross carrying amount as on June 30, 2024 553.50 63.41 12.34 1.48 15.23 74.01 719.97 4.70

Accumulated depreciation/ amortisation as on April 1, 2024 250.01 65.66 10.42 0.17 12.94 73.10 412.30 4.44
Depreciation/ amortisation charge during the period 57.12 2.30 0.25 0.04 0.31 0.17 60.19 0.04
Disposals (15.99) (9.44) - - - - (25.43) -
Assets transferred to held for sale [Refer Note 36 (a)(iv)] - (2.78) - - - - (2.78) -
Closing accumulated depreciation/ amortisation as on June 30, 2024 291.14 55.74 10.67 0.21 13.25 73.27 444.28 4.48
Net carrying amount as at June 30, 2024 262.36 7.67 1.67 1.27 1.98 0.74 275.69 0.22

Notes:
(i) Depreciation includes relating to discontinued operations of Rs. 0.08 million (June 30, 2023: Rs. 0.08 million; March 31, 2024: Rs. 0.31 million; March 31, 2023: Rs. 0.61 million; March 31, 2022: Rs. 0.73 million).
(ii) Refer note 28 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(iii) Refer note 33 for assets pledged as security by the Group.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

5 Financial assets
Accounting policy
Measurement
At initial recognition, the Group measures a financial asset (excluding trade receivables which do not contain a significant financing component) at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in
profit or loss.
Subsequent measurement
The Group classifies its financial assets in the following measurement categories:
(a) those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss)
(b) those to be measured at amortised cost.

The Group does not carry any investments in equity instruments. Investments in mutual funds are subsequently measured at fair value through profit and loss as they do not meet the criteria for test of Solely
Payments of Principal and Interest (SPPI), and are held for trading. Investments in bonds meets the SPPI criteria and are therefore subsequently measured at amortized cost. Refer note 37(ii) for other accounting
policies.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Units Amount Units Amount Units Amount Units Amount Units Amount
(in numbers) (in numbers) (in numbers) (in numbers) (in numbers)
5(a) Investments
Non-current
Investment in bonds (Amortised cost)
Quoted
LIC Housing Finance Limited - - - - - - - - 300 312.40
HDFC Limited - - - - - - - - 400 439.10
HDB Financial Services Limited - - - - - - 150 157.76 150 158.20
Unquoted
L & T Finance Limited - - - - - - - - 300 308.80
- - - 157.76 1,218.50

Current
Investments in mutual funds (FVTPL)
Unquoted
Axis Overnight Fund Direct Growth Plan - - - - - - - - 31,157 35.00
UTI Floater Fund Direct Growth Plan - - - - - - - - 1,62,842 204.90
SBI Floating Rate Debt Fund Direct Growth Plan - - - - - - - - 2,86,57,188 305.30
DSP Overnight Fund Regular Growth Plan 93,557 121.96 1,43,030.00 174.54 1,14,701.00 147.11 2,39,143 287.10 87,967 100.10
Nippon India Overnight Fund Regular Growth Plan - - - - - - - - 3,50,677 40.00
L&T Overnight Fund Direct Growth Plan 1,70,823 217.54 1,43,218.00 170.73 1,05,022.00 131.58 2,50,054 293.31 42,250 70.10
Bandhan Overnight Fund Direct Growth Plan 1,48,521 192.77 1,41,919.00 172.40 1,08,817.00 138.90 2,50,989 300.09 - -
Tata Overnight Fund Direct Growth Plan 10,255 13.18 10,255.00 12.34 10,255.00 12.96 10,255 12.13 - -
HSBC Overnight fund Direct Growth Plan - - - - 5,154.25 14.43 - - - -
ABSL Overnight Fund Direct Growth Plan 8 0.01 8.00 0.01 8.00 0.01 8 0.01 - -
545.46 530.02 444.99 892.64 755.40

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

5(a) Investments (Contd..)

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Investment in bonds (Amortised cost) Units Amount Units Amount Units Amount Units Amount Units Amount
(in numbers) (in numbers) (in numbers) (in numbers) (in numbers)
Quoted
Mahindra & Mahindra Financial Services - - - - - - - - 20,000 21.80
HDFC Limited - - 400 428.33 - - 400 423.30 250 252.89
HDB Financial Services Limited - - 150 151.12 150 157.34 - - - -
LIC Housing Finance Limited - - 300 314.65 - - 300 311.00 - -

Unquoted
L & T Finance Limited - - 300 328.62 - - 300 324.50 110 116.10
- 1,222.72 157.34 1,058.80 390.79
545.46 1,752.74 602.33 1,951.44 1,146.19
Aggregate amount of quoted investment (Non-current) - - - 157.76 909.70
Aggregate amount of quoted investment (Current) - 894.10 157.34 734.30 274.69
Aggregate amount of market value of quoted investments - 888.97 156.65 881.56 1,153.04
Aggregate amount of unquoted investment (Non-current) - - - - 308.80
Aggregate amount of unquoted investment (Current) 545.46 858.64 444.99 1,217.14 871.50
Aggregate amount of impairment in the value of investments - - - - -

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

5(b) Trade receivables

Accounting policy
Trade receivables are amounts due from customers for services performed in the ordinary course of business and reflects Group’s unconditional right to consideration
(that is, payment is due only on the passage of time). Trade receivables are recognised initially at the transaction price as they do not contain significant financing
components. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised
cost using the effective interest method, less loss allowance. Unbilled receivables where the Group has satisfied all performance obligations and hence has an
unconditional right to consideration are included under trade receivables.
For trade receivables only, the Group applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
The carrying amounts of the trade receivables include receivables from transport services which are subject to a factoring arrangement. Under this arrangement, the
Group has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, the Group has
retained late payment and credit risk. The Group therefore continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under
the factoring agreement is presented as secured borrowing. The Group considers that the held to collect business model remains appropriate for these receivables and
hence continues measuring them at amortised cost. (Refer note 36 (a)(iv) for disclosure on assets held for sale).

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Trade receivables from contract with 204.47 1,970.47 208.91 1,921.49 3,502.80
customers
Less: Loss allowance (0.15) (678.16) (0.50) (655.93) (1,357.40)
204.32 1,292.31 208.41 1,265.56 2,145.40
Current portion 204.32 1,292.31 208.41 1,265.56 2,145.40
Non-current portion - - - - -

Break-up of security details

Trade receivables considered good – - - - -
secured -
Trade receivables considered good – 204.47 1,970.47 208.91 1,921.49 3,502.80
unsecured
Trade receivables which have significant
- - - - -
increase in credit risk
Trade receivables – credit impaired - - - - -
204.47 1,970.47 208.91 1,921.49 3,502.80
Less: Loss allowance (0.15) (678.16) (0.50) (655.93) (1,357.40)
204.32 1,292.31 208.41 1,265.56 2,145.40
Refer note 33 for details of trade receivables pledged as securities with banks/ financial institutions towards borrowings obtained.
Ageing of trade receivables:
June 30, 2024
Outstanding for following periods from due dates
Less than 6 6 months - More than
Unbilled Not due 1-2 years 2-3 years Total
Months 1 year 3 years
Undisputed trade receivables
Considered good 22.80 167.70 13.97 - - - - 204.47
Which has a significant increase in credit - - - - - - - -
risk
Credit impaired - - - - - - - -
Disputed trade receivables
Considered good - - - - - - - -
Which has a significant increase in credit risk - - - - - - - -
Credit impaired - - - - - - - -
22.80 167.70 13.97 - - - - 204.47
June 30, 2023
Outstanding for following periods from due dates
Less than 6 6 months - More than
Unbilled Not due 1-2 years 2-3 years Total
Months 1 year 3 years
Undisputed trade receivables
Considered good 505.27 519.33 321.44 64.94 105.04 225.43 229.02 1,970.47
Which has a significant increase in credit - - - - - - - -
risk
Credit impaired - - - - - - - -
Disputed trade receivables -
Considered good - - - - - - - -
Which has a significant increase in credit risk - - - - - - - -
Credit impaired - - - - - - - -
505.27 519.33 321.44 64.94 105.04 225.43 229.02 1,970.47

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

5(b) Trade receivables (Contd..)

March 31, 2024
Outstanding for following periods from due dates
Less than 6 6 months - More than
Unbilled Not due 1-2 years 2-3 years Total
Months 1 year 3 years
Undisputed trade receivables
Considered good 19.45 175.10 14.36 - - - - 208.91
Which has a significant increase in credit - - - - - - - -
risk
Credit impaired - - - - - - - -
Disputed trade receivables
Considered good - - - - - - - -
Which has a significant increase in credit risk - - - - - - - -
Credit impaired - - - - - - - -

19.45 175.10 14.36 - - - - 208.91

March 31, 2023

Outstanding for following periods from due dates
Less than 6 6 months - More than
Unbilled Not due 1-2 years 2-3 years Total
Months 1 year 3 years
Undisputed trade receivables
Considered good 518.96 595.10 161.23 80.90 306.40 51.00 207.90 1,921.49
Which has a significant increase in credit - - - - - - - -
risk
Credit impaired - - - - - - - -
Disputed trade receivables -
Considered good - - - - - - - -
Which has a significant increase in credit - - - - - - - -
risk
Credit impaired - - - - - - - -
518.96 595.10 161.23 80.90 306.40 51.00 207.90 1,921.49

March 31, 2022

Outstanding for following periods from due dates
Less than 6 6 months - More than
Unbilled Not due 1-2 years 2-3 years Total
Months 1 year 3 years
Undisputed trade receivables
Considered good 566.40 510.50 587.40 499.80 466.50 396.10 476.10 3,502.80
Which has a significant increase in credit - - - - - - - -
risk
Credit impaired - - - - - - - -
Disputed trade receivables -
Considered good - - - - - - - -
Which has a significant increase in credit risk - - - - - - - -
Credit impaired - - - - - - - -

566.40 510.50 587.40 499.80 466.50 396.10 476.10 3,502.80

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
5(c) Cash and cash equivalents
Cash on hand 0.03 0.03 0.03 - -
Balances with banks:
In current accounts (*) 1,224.48 910.67 1,462.71 930.12 846.01
Deposits with original maturity of less 70.60 194.12 49.97 20.30 49.97
than three months
Balances with payment gateway companies 36.64 14.24 34.64 14.47 41.30
1,331.75 1,119.06 1,547.35 964.89 937.28
(*) Does not include Rs. 286.55 million (June 30, 2023: Rs. 222.21 million; March 31, 2024: Rs. 287.90 million; March 31, 2023: Rs. 229.65 million; March 31, 2022:
Rs.170.59 million) being amount in nodal bank accounts, as such accounts are regulated wherein the Group has limited decision making powers in facilitating
transactions through such accounts and does not have the right to withdraw such amounts. If the Group has determined that such balances were Group's financial assets,
the Group would have recognised these balances as restricted cash and a corresponding deposit liability to customers in its Restated Consolidated Statements of Assets
and Liabilities.
There are no repatriation restrictions with regard to cash and cash equivalents.
Refer note 37(iii) for other accounting policies.

263
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
5(d) Bank balances other than cash and
cash equivalents

Deposits with original maturity more than 1,968.26 735.87 1,813.36 752.88 973.20
3 months but less than 12 months (*)

1,968.26 735.87 1,813.36 752.88 973.20

(*) Includes deposits aggregating to Rs. 701.97 million (June 30, 2023: Rs. 451.97 million; March 31, 2024: Rs. 701.97 million; March 31, 2023: Rs. 486.60 million;
March 31, 2022: Rs. 677.20 million) on lien with banks/ financial institutions towards borrowings obtained. Refer note 33.

5(e) Loans
The Group operates a subsidiary which is a Non-Banking Financial Corporation ("NBFC"), Blackbuck Finserve Private Limited, that provides loans to customers. The
Group earns interest income on loans disbursed by the subsidiary. Interest income is recognised by applying the effective interest rate (EIR) to the gross carrying amount
of financial assets other than credit-impaired assets. Interest income on credit impaired assets is recognized by applying the effective interest rate to the net amortised
cost (net of impairment allowance) of the financial asset.
The key accounting estimates used in the preparation of the financial statement relates to the estimation of impairment amounts to be provided in case of financial assets
including loans under "expected credit loss" (ECL) model. The ECL allowance is based on the credit losses expected to arise over the life of the asset (the lifetime
expected credit loss), unless there has been no significant increase in credit risk since origination, in which case, the allowance is based on the 12 months’ expected
credit loss. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is
the portion of Lifetime ECL that represent the ECLs that result from default events on a financial instrument that are possible within the 12 months after the reporting
date. 12 month ECL's is calculated for assets classified as Stage 1 and Lifetime ECL's is calculated for loans classified as Stage 2 or Stage 3.

The subsidiary has established a policy to perform an assessment, at the end of each reporting period, of whether a financial instrument’s credit risk has increased
significantly since initial recognition, by considering the change in the risk of default occurring over the remaining life of the financial instrument. The Group does the
assessment of significant increase in credit risk at a borrower level.

Based on the above, the Group categorises its loans into Stage 1, Stage 2 and Stage 3 as described below:
DPD status (*) Stage
Current Stage 1
1-30 days Stage 1
31-90 days Stage 2
90+ days Stage 3
(*) Days Past Due date
Expected Credit Loss or ECL is measured in the following manner:

The Group calculates ECL based on probability weighted scenarios to measure the expected cash shortfalls, discounted at an approximation to the EIR. A cash shortfall
is the difference between the cash flows that are due to the Group in accordance with the contract and the cash flows that the Group expects to receive.

ECL = PD*LGD*EAD

These terms are defined below:

- Probability of default (PD) - PD is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and
expectations of future conditions, which is obtained from an external credit rating agency.
- Exposure at Default (EAD) - The Exposure at Default is an estimate of the exposure at a future default date.
- Loss Given Default (LGD) - The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference
between the contractual cash flows due and those that the Group would expect to receive, including from the realisation of any collateral.

Collateral valuation:
To mitigate its credit risks on financial assets, the Group seeks to use collateral, where possible. The collateral is on the movable assets i.e. vehicles of the borrowers.
However, the fair value of collateral affects the calculation of ECL and the fair value is based on data provided by third party or management judgements.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Carried at amortised cost
Term loans 148.74 - 132.06 - -
Less: Impairment loss allowance (0.60) - (0.54) - -
148.14 - 131.52 - -
Non-current
Term loans 97.54 - 96.09 - -
Less: Impairment loss allowance (0.40) - (0.39) - -
97.14 - 95.70 - -
Current
Term loans 51.20 - 35.97 - -
Less: Impairment loss allowance (0.20) - (0.15)
51.00 - 35.82 - -

264
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

As at As at As at As at As at
5(e) Loans (Contd..) June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022

Break-up of security details

Loans considered good – secured (*) 148.74 - 132.06 - -
Loans considered good – unsecured - - - - -
Loans which have significant increase in - - - - -
credit risk
Loans – credit impaired - - - - -
148.74 - 132.06 - -
Loss allowance (0.60) - (0.54) - -
148.14 - 131.52 - -

(*) The above loans are secured by way of hypothecation of commercial vehicles of borrowers.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
5(f) Other financial assets
Non-current
(Unsecured, considered good unless
stated otherwise)
Deposits with banks having remaining maturity
period more than 12 months (*) 1.23 2.08 2.31 4.63 10.00
Inter-corporate deposits 207.38 101.63 212.70 - 200.00
Security deposits
- Rental 11.44 16.41 15.59 13.91 19.80
- Customers 48.00 6.08 37.00 4.80 21.20
268.05 126.20 267.60 23.34 251.00

Current
(Unsecured, considered good unless
stated otherwise)
Inter-corporate deposits (**) 419.76 475.45 356.12 418.70 1,418.70
Other receivables 4.79 3.10 4.73 - 0.10
Security deposits
- Rental 6.13 1.68 4.06 4.30 0.47
- Customers (Considered doubtful) - 58.80 - 58.80 37.60
430.68 539.03 364.91 481.80 1,456.87
Less: Loss allowance - (58.80) - (58.80) (11.60)
430.68 480.23 364.91 423.00 1,445.27
(*) Includes deposits aggregating to Rs. Nil (June 30, 2023: Rs. 2.00 million; March 31, 2024: Rs. 2.00 million; March 31, 2023: Rs. 2.00 million; March 31, 2022: Rs.
6.10 million) on lien with banks/ financial institutions towards borrowings obtained. Refer note 33 for details relating to assets pledged as security of the Group.
(**) Includes inter-corporate deposits aggregating to Rs. 300.00 million (June 30, 2023: Rs. Nil; March 31, 2024: Rs. 300.00 million; March 31, 2023: Rs. Nil; March
31, 2022: Rs. Nil) on lien with financial institutions towards borrowings obtained. Refer note 33 for details relating to assets pledged as security of the Group.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Details of investments (original cost) as
per sec 186(4) of Companies Act
Inter-corporate deposits with
unrelated parties
LIC Housing Finance Limited - 200.00 - 200.00 1,180.00
Bajaj Finance Limited 500.00 300.00 400.00 200.00 40.00
HDFC Bank Limited - - - - 200.00
Aditya Birla Finance Limited 100.00 50.00 150.00 - -
Mahindra & Mahindra Financial - - - - 150.00
Services Limited
600.00 550.00 550.00 400.00 1,570.00

265
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

6 Current tax assets/ Current tax As at As at As at As at As at

liabilities (net) June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(a) Current tax assets
Non-current
Tax deducted at source 110.08 130.72 216.71 269.19 288.28
110.08 130.72 216.71 269.19 288.28

(b) Current tax liabilities

Current
Current tax liabilities (*) 1.06 1.52 0.52 1.20 1.68
1.06 1.52 0.52 1.20 1.68

(*) net of advance tax: Rs. 0.44 million; June 30, 2023: Rs. 0.49 million; March 31, 2024 :Rs. 0.43 million; March 31, 2023: Rs. 0.49 million; March 31, 2022: Rs. 0.69
million.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
7 Other assets

Unsecured, Considered good

Non-current
Capital advances 40.10 55.61 3.91 79.30 -
Assets recognised from costs incurred to 4.55 1.49 3.42 - -
fulfill a contract (**)
Prepaid expenses 0.24 1.40 0.40 - -
44.89 58.50 7.73 79.30 -

Unsecured, Considered good

Current
Prepaid expenses (*) 53.79 36.05 56.64 46.00 59.40
Advance to vendors/ customers 195.95 296.12 182.07 255.42 230.17
Balance with statutory authorities 0.13 - 0.29 45.60 87.16
Employee advances 0.22 0.37 0.46 0.74 1.74
Contract asset - 22.94 - - -
Assets recognised from costs incurred to
55.89 58.25 52.54 - -
fulfill a contract (**)
305.98 413.73 292.00 347.76 378.47
Considered doubtful
Advance to vendors - 501.90 - 501.90 452.80
- 501.90 - 501.90 452.80
Less: Allowance for doubtful vendor - (501.90) - (501.90) (452.80)
advances
305.98 413.73 292.00 347.76 378.47
350.87 472.23 299.73 427.06 378.47

(*) During the three months period ended June 30, 2024 and year ended March 31, 2024, the Holding Company has incurred expenses towards proposed Initial Public
Offering ("IPO") of its equity shares and the qualifying expenses attributable to the proposed issue of equity shares has been recognised as other current assets. The
Holding Company expects to recover certain amounts from its shareholders and the balance amount would be netted off in securities premium account in accordance
with Section 52 of the Act upon the shares being issued.
(**) The Group incurs charges for installation of telematic devices used in providing subscription services over a period of time. Such charges are deferred over the
period of subscription services.

266
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

8 Equity
Accounting policy
Classification as debt or equity
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements
and the definitions of a financial liability and an equity instrument.

Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group
are recognised at the proceeds received, net of direct issue costs.

Compound financial instruments

The component parts of compound financial instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance
of the contractual arrangements and the definitions of a financial liability and an equity instrument. At the date of issue, the fair value of the liability component is
estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the
effective interest method until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the
liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not
subsequently remeasured.
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
8(a) Share capital
Authorised:
250,000,000 (June 30, 2023: 15,000,000; March 31, 2024: 250.00 15.00 15.00 15.00 15.00
15,000,000; March 31, 2023: 15,000,000; March 31, 2022:
15,000,000) Equity shares of Re. 1/- each [Refer note (viii)
below]
14,500,000 (June 30, 2023: 14,500,000; March 31, 2024: 145.00 145.00 145.00 145.00 145.00
14,500,000; March 31, 2023: 14,500,000; March 31, 2022:
14,500,000) Compulsorily Convertible Cumulative Preference
Shares (CCPS) of Rs. 10/- each
395.00 160.00 160.00 160.00 160.00
Issued, subscribed and fully paid:
56,656,660 (June 30, 2023: 102,660; March 31, 2024: 102,660; 56.57 0.10 0.10 0.10 0.10
March 31, 2023: 102,660; March 31, 2022: 102,660) Equity
shares of Re. 1/- each [Refer note (ix) below]
41,863 (June 30, 2023: 41,863; March 31, 2024: 41,863; March 0.42 0.42 0.42 0.42 0.42
31, 2023: 41,863; March 31, 2022: 41,863)
Series A 0.01% CCPS of Rs. 10/- each
50,188 (June 30, 2023: 50,188; March 31, 2024: 50,188; March 0.50 0.50 0.50 0.50 0.50
31, 2023: 50,188; March 31, 2022: 50,188)
Series B 0.01% CCPS of Rs. 10/- each
1,803 (June 30, 2023: 1,803; March 31, 2024: 1,803; March 31, 0.02 0.02 0.02 0.02 0.02
2023: 1,803; March 31, 2022: 1,803)
Series B1 0.01% CCPS of Rs. 10/- each
43,316 (June 30, 2023: 43,316; March 31, 2024: 43,316; March 0.44 0.44 0.44 0.44 0.44
31, 2023: 43,316; March 31, 2022: 43,316)
Series C 0.01% CCPS of Rs. 10/- each
39,261 (June 30, 2023: 39,261; March 31, 2024: 39,261; March 0.39 0.39 0.39 0.39 0.39
31, 2023: 39,261; March 31, 2022: 39,261)
Series C1 0.01% CCPS of Rs. 10/- each
16,835 (June 30, 2023: 16,835; March 31, 2024: 16,835; March 0.17 0.17 0.17 0.17 0.17
31, 2023: 16,835; March 31, 2022: 16,835)
Series C2 0.01% CCPS of Rs. 10/- each
40,056 (June 30, 2023: 39,992; March 31, 2024: 39,992; March 0.40 0.40 0.40 0.40 0.40
31, 2023: 39,992; March 31, 2022: 39,992)
Series D 0.01% CCPS of Rs. 10/- each [Refer note (x) below]
23,163 (June 30, 2023: 23,163; March 31, 2024: 23,163; March 0.23 0.23 0.23 0.23 0.23
31, 2023: 23,163; March 31, 2022: 23,163)
Series E 0.01% CCPS of Rs. 10/- each
Issued, subscribed and partly paid:
Nil (June 30, 2023: 483; March 31, 2024: 483; March 31, 2023: - 0.00 0.00 0.00 0.00
483; March 31, 2022: 483)
Series D 0.01% CCPS of face value of Rs. 10/- each, Re. 1 paid
up [Refer note (x) below]
Amount paid-up on 419 series D 0.01% CCPS of Re. 1 each 0.00 - - - -
forfeited [Refer note (x) below]
Total 59.14 2.67 2.67 2.67 2.67
Less: Equity component of compound financial instruments (2.57) (2.57) (2.57) (2.57) (2.57)
[Refer note 8(b)]
Equity share capital 56.57 0.10 0.10 0.10 0.10

267
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

8(a) Share capital (Contd..)

(i) Reconciliation of number of shares

(a) Equity shares of Re.1/- each As at March 31, 2022
Number of
Amount
shares
Balance as at beginning of the year 1,02,660 0.10
Add: Shares issued during the year - -
Balance as at end of the year 1,02,660 0.10

As at March 31, 2023

Number of
Amount
shares
Balance as at beginning of the year 1,02,660 0.10
Add: Shares issued during the year - -
Balance as at end of the year 1,02,660 0.10

As at March 31, 2024

Number of
Amount
shares
Balance as at beginning of the year 1,02,660 0.10
Add: Shares issued during the year - -
Balance as at end of the year 1,02,660 0.10

As at June 30, 2023

Number of
Amount
shares
Balance as at beginning of the period 1,02,660 0.10
Add: Shares issued during the period - -
Balance as at end of the period 1,02,660 0.10

As at June 30, 2024

Number of
Amount
shares
Balance as at beginning of the period 1,02,660 0.10
Add: Shares issued during the period (Refer note (ix) below) 5,64,63,000 56.47
Balance as at end of the period 5,65,65,660 56.57

(b) 0.01% CCPS of Rs.10/- each, fully paid up As at March 31, 2022
Number of
Amount
shares
Balance as at the beginning of the year 2,33,258 2.34
Add: Shares issued during the year [Refer note (vii) below]
0.01% Series E CCPS 23,163 0.23
Balance as at end of the year 2,56,421 2.57

As at March 31, 2023

Number of
Amount
shares
Balance as at the beginning of the year 2,56,421 2.57
Add: Shares issued during the year - -
Balance as at end of the year 2,56,421 2.57

As at March 31, 2024

Number of
Amount
shares
Balance as at the beginning of the year 2,56,421 2.57
Add: Shares issued during the year - -
Balance as at end of the year 2,56,421 2.57

As at June 30, 2023

Number of
Amount
shares
Balance as at the beginning of the period 2,56,421 2.57
Add: Shares issued during the period - -
Balance as at end of the period 2,56,421 2.57
As at June 30, 2024
Number of
Amount
shares
Balance as at the beginning of the period 2,56,421 2.57
Add: Shares issued during the period
Series 0.01% CCPS converted from partly paid up to fully paid up [Refer note (x) below] 64 0.00
Balance as at end of the period 2,56,485 2.57

268
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

8(a) Share capital (Contd..)

(c) 0.01% CCPS of Rs.10/- each, partly paid up As at March 31, 2022
Number of
Amount
shares
Balance as at the beginning of the year 483 0.00
Add: Shares issued during the year - -
Balance as at end of the year 483 0.00
As at March 31, 2023
Number of
Amount
shares
Balance as at the beginning of the year 483 0.00
Add: Shares issued during the year - -
Balance as at end of the year 483 0.00
As at March 31, 2024
Number of
Amount
shares
Balance as at the beginning of the year 483 0.00
Add: Shares issued during the year - -
Balance as at end of the year 483 0.00
As at June 30, 2023
Number of
Amount
shares
Balance as at the beginning of the period 483 0.00
Add: Shares issued during the period - -
Balance as at end of the period 483 0.00
As at June 30, 2024
Number of
Amount
shares
Balance as at the beginning of the period 483 0.00
Add: Shares issued during the period - -
Less: Payment made for conversion of partly paid to fully paid [Refer note (x) below] (64) (0.00)
Less: Forfeiture of CCPS [Refer note (x) below] (419) (0.00)
Balance as at end of the period - -
(ii) Terms/ rights attached to shares
Equity shares
The Holding Company has one class of equity shares having a par value of Re. 1/- per share. Each shareholder is eligible for one vote per share held. The dividend
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the
event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Holding Company after distribution of all preferential amounts, in
proportion to their shareholding.
CCPS
Series A, B, B1, C, C1, C2, D and E 0.01% CCPS have a par value of Rs. 10/- each. Series A CCPS of Rs. 10/- each were issued on August 1, 2015, Series B CCPS
of Rs. 10/- each were issued on January 13, 2016, Series B1 CCPS of Rs. 10/- each were issued on February 2, 2017, Series C CCPS of Rs. 10/- each were issued on
February 2, 2017 and March 31, 2017, Series C1 CCPS of Rs 10/- each were issued on October 5 2018, Series C2 CCPS of Rs. 10/- each were issued on December
21, 2018, Series D CCPS of Rs. 10/- each were issued on March 15, 2019, April 3, 2019, April 26, 2019, May 11, 2019, Series D CCPS of Rs.10/- each were issued
on November 23, 2019 and on May 7, 2020 as partly paid up, Series E CCPS of Rs. 10/- each/- were issued on July 28, 2021, August 23, 2021, August 27, 2021 and
September 11, 2021, as fully paid up.

Series A, B, B1, C, C1, C2, D and E have preferential rights. These shares will carry a cumulative dividend of 0.01% p.a. on as if converted basis. In addition to
same, if the holders of Equity Shares are paid dividend in excess of 0.01% p.a., the holders of CCPS shall be entitled to dividend at such higher rate.
The shareholders may convert the CCPS in whole or part into equity shares at any time before 19 years from the date of issuance of the respective CCPS. The record
date for the conversion would be considered and shall be deemed to be the date on which the holder of CCPS issues a notice of conversion to the Holding Company.

The Series A CCPS shall convert into such number of equity shares that is equal to the Series A CCPS price divided by the conversion price, which shall initially be
the Series A CCPS price (1:1 conversion). The Series B CCPS shall convert into such number of equity shares that is equal to the Series B CCPS price divided by the
conversion price, which shall initially be the Series B CCPS price (1:1 conversion). The Series B1 CCPS shall convert into such number of equity shares that is
equal to the Series B1 CCPS price divided by the conversion price, which shall initially be the Series B1 CCPS price (1 : 1.1664 conversion). The Series C CCPS
shall convert into such number of equity shares that is equal to the Series C CCPS price divided by the conversion price, which shall initially be the Series C CCPS
price (1:1 conversion). The Series C1 CCPS shall convert into such number of equity shares that is equal to the Series C1 CCPS price divided by the conversion
price, which shall initially be the Series C1 CCPS price (1 : 0.3703 conversion). The Series C2 CCPS shall convert into such number of equity shares that is equal to
the Series C2 CCPS price divided by the conversion price, which shall initially be the Series C2 CCPS price (1 : 0.3551 conversion). The Series D CCPS shall
convert into such number of equity shares that is equal to the Series D CCPS price divided by the conversion price, which shall initially be the Series D CCPS price
(1:1 conversion). The Series E CCPS shall convert into such number of equity shares that is equal to Series E CCPS price divided by the conversion Price, which
shall initially be the Series E CCPS price (1:1.0114 conversion). On conversion the fractional shares will be converted to the nearest whole number.

CCPS also has the valuation protection i.e. if the Holding Company issues any dilutive instrument to a new investor or a third party after the closing date, at a price
less than the effective conversion price of Series A, Series B, Series B1, Series C, Series C1, Series C2, Series D and Series E CCPS then the holders of Series A, B,
B1, C, C1, C2, D and E CCPS shall be respectively, entitled to a broad based weighted average basis anti-dilution protection in accordance with the shareholders
agreement.
Holders of CCPS shall be entitled to attend the meetings of shareholders of the Holding Company and shall be entitled to the same number of votes for each shares of
CCPS as holder of one equity share, however on conversion the number of votes associated each series A, B, B1, C, C1, C2, D and E CCPS will change accordingly.
The holder of CCPS shall be entitled to vote on all such matters which affect their rights directly or indirectly.

Refer note 10(c) for rights of Series D partly paid CCPS and (x) below for the conversion into fully paid up. Refer note (ix) below for change in conversion ratio
during the three months period ended June 30, 2024. Also refer note 39(i) for change in conversion ratio subsequent to June 30, 2024 and note 39(ii) for conversion
of the CCPS to equity shares subsequent to June 30, 2024.

269
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

8(a) Share capital (Contd..)

(iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Holding Company

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of
shares total shares shares total shares shares total shares shares total shares shares total shares

Equity Shares
Rajesh Kumar Yabaji Naidu 1,77,09,691 31.31% 32,141 31.31% 32,141 31.31% 32,141 31.31% 32,141 31.31%
Chanakya Hridaya 1,77,13,548 31.32% 32,148 31.32% 32,148 31.32% 32,148 31.32% 32,148 31.32%
Balasubramaniam Ramasubramaniam 1,77,09,691 31.31% 32,141 31.31% 32,141 31.31% 32,141 31.31% 32,141 31.31%

CCPS (*)
Series A
Accel India IV (Mauritius) Ltd, Mauritius 24,167 57.73% 24,167 57.73% 24,167 57.73% 24,167 57.73% 24,167 57.73%
Quickroutes International Private Limited, 17,696 42.27% 17,696 42.27% 17,696 42.27% 17,696 42.27% 17,696 42.27%
Singapore

Series B
Quickroutes International Private Limited, 24,091 48.00% 24,091 48.00% 24,091 48.00% 24,091 48.00% 24,091 48.00%
Singapore
Accel India IV (Mauritius) Ltd, Mauritius 14,053 28.00% 14,053 28.00% 14,053 28.00% 14,053 28.00% 14,053 28.00%
Internet Fund III Private Limited, Singapore 10,038 20.00% 10,038 20.00% 10,038 20.00% 10,038 20.00% 10,038 20.00%

Series B1
Accel India IV (Mauritius) Ltd, Mauritius 1,803 100.00% 1,803 100.00% 1,803 100.00% 1,803 100.00% 1,803 100.00%

Series C
Sands Capital Private Growth II Limited, 17,430 40.24% 17,430 40.24% 17,430 40.24% 17,430 40.24% 17,430 40.24%
Mauritius
International Finance Corporation, India 13,924 32.15% 13,924 32.15% 13,924 32.15% 13,924 32.15% 13,924 32.15%
Accel India IV (Mauritius) Ltd, Mauritius 7,713 17.81% 7,713 17.81% 7,713 17.81% 7,713 17.81% 7,713 17.81%
Quickroutes International Private Limited, 4,207 9.71% 4,207 9.71% 4,207 9.71% 4,207 9.71% 4,207 9.71%
Singapore
Series C1
SCI Investments VI, Mauritius 20,889 53.21% 20,889 53.21% 20,889 53.21% 20,889 53.21% 20,889 53.21%
Accel India IV (Mauritius) Ltd, Mauritius 7,012 17.86% 7,012 17.86% 7,012 17.86% 7,012 17.86% 7,012 17.86%
Sands Capital Private Growth Limited PCC, 7,007 17.85% 7,007 17.85% 7,007 17.85% 7,007 17.85% 7,007 17.85%
Cell D, Mauritius
Sands Capital Private Growth II Limited, 4,206 10.71% 4,206 10.71% 4,206 10.71% 4,206 10.71% 4,206 10.71%
Mauritius
Series C2
Sands Capital Private Growth III Limited, 9,823 58.35% 9,823 58.35% 9,823 58.35% 9,823 58.35% 9,823 58.35%
Mauritius
International Finance Corporation, India 7,012 41.65% 7,012 41.65% 7,012 41.65% 7,012 41.65% 7,012 41.65%

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

8(a) Share capital (Contd..)

(iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Holding Company

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of
shares total shares shares total shares shares total shares shares total shares shares total shares

Series D
Global Private Opportunities Partners III 11,060 27.33% 11,060 27.33% 11,060 27.33% 11,060 27.33% 11,060 27.33%
Aggregator LP, Cayman Islands
Accel Growth Fund V LP 11,060 27.33% 11,060 27.33% 11,060 27.33% 11,060 27.33% 11,060 27.33%
Ithan Creek Master Investors (Cayman) L.P. 5,337 13.19% 5,337 13.19% 5,337 13.19% 5,337 13.19% 5,337 13.19%

B Capital - Asia I, LP, Cayman Islands 4,608 11.38% 4,608 11.38% 4,608 11.38% 4,608 11.38% 4,608 11.38%
International Finance Corporation 3,565 8.81% 3,565 8.81% 3,565 8.81% 3,565 8.81% 3,565 8.81%
Light Street India 1, LLC 2,519 6.22% 2,519 6.22% 2,519 6.22% 2,519 6.22% 2,519 6.22%

Series E
Tribe Capital V, LLC – Series 27 10,150 43.82% 10,150 43.82% 10,150 43.82% 10,150 43.82% 10,150 43.82%
IFC Emerging Asia Fund, LP 7,415 32.01% 7,415 32.01% 7,415 32.01% 7,415 32.01% 7,415 32.01%
VEF AB (publ) 3,383 14.61% 3,383 14.61% 3,383 14.61% 3,383 14.61% 3,383 14.61%
Ithan Creek Master Investors (Cayman) L.P. 1,500 6.48% 1,500 6.48% 1,500 6.48% 1,500 6.48% 1,500 6.48%

(*) each series is considered separately for calculating the 5% threshold.

271
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

8(a) Share capital (Contd..)

(iv) The Holding Company has reserved 15,489 Equity shares of Re. 1/- each for Employee Stock Option Plan ("ESOP") under the "ESOP Plan 2016" which was
approved by the Board of Directors vide resolution dated April 26, 2016 and members in extra-ordinary general meeting dated May 21, 2016. Further, the Holding
Company has reserved 6,013 equity shares of Re. 1/- each for ESOP under the "ESOP Plan 2019" which was approved by the Board of Directors vide resolution
dated January 18, 2019 and members in extra-ordinary general meeting dated February 12, 2019. Pursuant to board resolution dated July 12, 2021 and approval
from shareholders in extraordinary general meeting dated July 13, 2021, the Holding Company has increased the number of shares reserved for ESOP under the
"ESOP Plan 2019" scheme to 7,756 equity shares of Re. 1/- each. Refer note 21.
(v) During the year ended March 31, 2022, the Holding Company had obtained consent from its investors as per the requirement of the shareholders agreement dated
July 12, 2021, to create a Management Stock Option Pool (MSOP plan) equivalent to 18,195 equity shares of Re. 1/- each, subject to applicable laws, which
pursuant to the approval of the Board of Directors in its meeting dated March 19, 2024 stands cancelled. Also refer note 21.

(vi) There are no other shares reserved for issue under contracts or commitments other than CCPS and ESOPs. Since incorporation of the Holding Company, there have
been no;
(a) Shares that have been issued pursuant to a contract without payment being received in cash.
(b) For the aggregate number of bonus shares issued during the period of five years immediately preceding the reporting date, refer note (ix) below.
(b) The Holding Company had bought back 369 equity shares of Re.1/- during the year ended March 31, 2021 at buyback price of Rs.1,93,589.5 per
share which was approved by the Board of Directors and shareholders of the Holding Company.

(vii) On July 28, 2021, August 23, 2021, August 27, 2021 and September 11, 2021, the Holding Company issued 23,163 Series E CCPS of face value Rs.10 each at a
premium of Rs. 220,175 per CCPS. These CCPS have been issued on a private placement basis.
(viii) Pursuant to a resolutions passed by the Board of Directors dated April 1, 2024 and Shareholders vide an extraordinary general meeting dated April 10, 2024, the
Holding Company has increased the authorised equity share capital from Rs. 15.00 million divided into 15,000,000 equity shares having face value of Re.1/- each
to Rs. 250.00 million divided into 250,000,000 equity shares having face value of Re.1/- each.
(ix) The Board of Directors and Shareholders of the Holding Company in their extraordinary general meeting, pursuant to the resolutions dated 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 Holding Company as of May 27,
2024. Accordingly, the Board of Directors of the Holding Company has, pursuant to the resolution dated June 7, 2024, made an allotment of 56,463,000 bonus
equity shares of Re. 1/- each to its equity shareholders utilising securities premium account balance.

Consequent to the bonus issue to the equity shareholders, the Board of Directors and Shareholders of the Holding Company, pursuant to the resolutions dated June
10, 2024 and June 10, 2024, respectively, approved to adjust the conversion ratio of Series A, Series B, Series B1, Series C, Series C1, Series C2, Series D and
Series E CCPS and ESOP 2016 Plan and ESOP 2019 Plan to give an impact of the bonus issue referred above. The revised conversion ratio is (1:551); (1:551);
(1:642.6864); (1:551); (1:204.0353); (1:195.6601); (1:551); (1:557.2814); (1:551); (1:0.551) respectively.
(x) In respect of Series D partly paid CCPS, the Board of Directors shall upon receiving written notice from the holders of the Series D CCPS within a period of 7
years from the date of issue, make calls upon the holders of the Series D CCPS in respect of monies unpaid (Rs. 9 per CCPS towards face value and the securities
premium of Rs. 1,93,579.51 per CCPS) on the Series D CCPS. Refer note 10(c).

The Holding 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 three months period ended June 30, 2024, 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 Holding Company vide resolution passed by the
Board of Directors on June 1, 2024.

(xi) Details of shareholding of promoters

As at June 30, 2024
% change during
Promoter name No. of shares % of total shares
the period
Rajesh Kumar Yabaji Naidu 1,77,09,691 31.31% 0.00%
Chanakya Hridaya 1,77,13,548 31.32% 0.00%
Balasubramaniam Ramasubramaniam 1,77,09,691 31.31% 0.00%
Total number of equity shares held by promoters 5,31,32,930 93.94% 0.00%

As at June 30, 2023

% change during
Promoter name No. of shares % of total shares
the period
Rajesh Kumar Yabaji Naidu 32,141 31.31% 0.00%
Chanakya Hridaya 32,148 31.32% 0.00%
Balasubramaniam Ramasubramaniam 32,141 31.31% 0.00%
Total number of equity shares held by promoters 96,430 93.94% 0.00%

272
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

8 (a) Share capital (Contd..)

As at March 31, 2024

% change during
Promoter name No. of shares % of total shares
the year
Rajesh Kumar Yabaji Naidu 32,141 31.31% 0.00%
Chanakya Hridaya 32,148 31.32% 0.00%
Balasubramaniam Ramasubramaniam 32,141 31.31% 0.00%
Total number of equity shares held by promoters 96,430 93.94% 0.00%
As at March 31, 2023
% change during
Promoter name No. of shares % of total shares
the year
Rajesh Kumar Yabaji Naidu 32,141 31.31% 0.00%
Chanakya Hridaya 32,148 31.32% 0.00%
Balasubramaniam Ramasubramaniam 32,141 31.31% 0.00%
Total number of equity shares held by promoters 96,430 93.94% 0.00%
As at March 31, 2022
% change during
Promoter name No. of shares % of total shares
the year
Rajesh Kumar Yabaji Naidu 32,141 31.31% 0.00%
Chanakya Hridaya 32,148 31.32% 0.00%
Balasubramaniam Ramasubramaniam 32,141 31.31% 0.00%
Total number of equity shares held by promoters 96,430 93.94% 0.00%

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
8(b) Equity component of compound financial instruments
Face value of CCPS 2.57 2.57 2.57 2.57 2.57
2.57 2.57 2.57 2.57 2.57
8(c) Reserves and surplus
Securities premium 19,627.60 19,671.67 19,671.67 19,671.67 19,671.67
Retained earnings (17,847.76) (18,681.11) (18,133.52) (18,321.93) (15,419.51)
Capital redemption reserve 0.00 0.00 0.00 0.00 0.00
Statutory reserve under section 45IA of the RBI Act, 1934 0.83 - 0.40 - -
Share options outstanding account 1,609.98 2,342.20 1,571.71 2,173.47 1,594.94
Other reserves
Foreign currency translation reserve - - - 0.76 0.99
3,390.65 3,332.76 3,110.26 3,523.97 5,848.09

(i) Securities premium

Balance as at the beginning of the period/ year 19,671.67 19,671.67 19,671.67 19,671.67 14,590.67
Add: Premium on Series E CCPS - - - - 5,099.89
Less: Transaction cost on issue of CCPS - - - - (18.89)
Less: Issue of bonus shares [Refer note 8(a)(ix)] (56.47) - - - -
Add: Premium on Series D CCPS from partly paid up 12.40 - - - -
to fully paid up [Refer note 8(a)(x)]
Balance as at the end of the period/ year 19,627.60 19,671.67 19,671.67 19,671.67 19,671.67

(ii) Retained earnings

Balance as at the beginning of the period/ year (18,133.52) (18,321.93) (18,321.93) (15,419.51) (12,573.50)
Restated Profit/ (Loss) for the period/ year 286.72 (359.39) (1,939.49) (2,904.98) (2,845.64)
Items of other comprehensive income:
- Remeasurement gain/ (loss) on post-employment benefit obligations (0.53) 0.21 2.39 2.56 (0.37)
Less: Transfer to Statutory reserve under section 45IA of the RBI Act, (0.43) - (0.40) - -
1934
Add: Transfer from stock options outstanding account (*) - - 2,125.91 - -
Balance as at the end of the period/ year (17,847.76) (18,681.11) (18,133.52) (18,321.93) (15,419.51)

273
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

8(c) Reserves and surplus (Contd..)

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(iii) Capital redemption reserve
Balance as at the beginning of the period/ year 0.00 0.00 0.00 0.00 0.00
Add: Changes during the period/ year - - - - -
Balance as at the end of the period/ year 0.00 0.00 0.00 0.00 0.00

(iv) Statutory reserve under section 45IA of the RBI Act, 1934
Balance as at the beginning of the period/ year 0.40 - - - -
Add: Transfer from retained earnings 0.43 - 0.40 - -
Balance as at the end of the period/ year 0.83 - 0.40 - -

(v) Share options outstanding account

Balance as at the beginning of the period/ year 1,571.71 2,173.47 2,173.47 1,594.94 688.40
Add: Employee shared-based payment expenses 38.27 168.73 1,524.15 578.53 906.54
(Refer note 21)
Less: Transfer to retained earnings (*) - - (2,125.91) - -
Balance as at the end of the period/ year 1,609.98 2,342.20 1,571.71 2,173.47 1,594.94

(vi) Foreign currency translation reserve

Balance as at the beginning of the period/ year - 0.76 0.76 0.99 2.40
Items of other comprehensive income:
Exchange differences on translation of foreign operations - - - (0.23) (1.41)
Reclassified to the Restated Consolidated Statement of Profit and Loss on - (0.76) (0.76) - -
liquidation of subsidiary
Balance as at the end of the period/ year - - - 0.76 0.99
(*) The Holding Company has transferred balance relating to vested options, which have been cancelled, from stock option outstanding account to retained earnings. Refer
note 21.

Nature and purpose of reserves

(i) Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
(ii) Retained earnings
Retained earnings are the profit/loss that the Group has earned/incurred till date, less any transfers to statutory reserve and dividend distributions paid to shareholders.

(iii) Capital redemption reserve

Created on account of buy back of equity shares in compliance with Section 69 of the Act.
(iv) Statutory reserve under section 45IA of the RBI Act, 1934
As per Section 45-IC of the Reserve Bank of India Act,1934, every non-banking financial company shall create a reserve fund and transfer therein a sum not less than
twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.
(v) Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.
(vi) Foreign currency translation reserve
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in accounting policy and accumulated in
a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off.

274
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

9 Contract liabilities

Accounting policy
Deferred revenue:
In case of subscription contracts relating to telematic services and other services on the platform, as the Group fulfil the obligations over the tenure of subscription, these are
presented as deferred revenue and are recognised as revenue as and when the obligations are fulfilled under the contract with the customers.

Advance from customer:

Advance from customer is recorded as contract liability, when the payment is received from the customer before the Group transfers services to the customer. These are
recognised as revenue, as and when the service is provided to the customer under the agreements.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Deferred revenue 31.18 34.65 27.90 - -
31.18 34.65 27.90 - -
Current
Deferred revenue 557.45 441.82 522.68 414.00 251.41
Advance from customers 35.51 17.67 31.90 - -
592.96 459.49 554.58 414.00 251.41
624.14 494.14 582.48 414.00 251.41

Movement:
Deferred revenue [Refer Note 14(c)]
Balance as at beginning of the period/ year 550.58 414.00 414.00 251.41 36.70
Add: Collections during the period/ year 403.89 292.64 1,332.38 905.34 605.80
Less: Revenue recognised during the period/ year (365.84) (230.17) (1,195.80) (742.75) (391.09)
Balance as at end of the period/ year 588.63 476.47 550.58 414.00 251.41

Advance from customers

Balance as at beginning of the period/ year 31.90 - - - -
Add: Advance received during the period/ year 12.81 17.67 31.90 - -
Less: Revenue recognised during the period/ year (4.49) - - - -
Less: Transfer to deferred revenue (4.71) - - - -
Balance as at end of the period/ year 35.51 17.67 31.90 - -

10(a) Borrowings

Non-current
Secured
(a) Term loans from Shivalik Small Finance Bank (Refer note (i) below) 42.66 - 47.12 - -
(b) Working capital term loan from Axis Bank (Refer note (ii) below) - - - - 165.00
Less: Current maturities of long term debt (19.20) - (18.66) - (45.00)
23.46 - 28.46 - 120.00
Current
Secured
Bank overdraft (Refer note (iii) below) 164.51 258.43 257.26 173.95 271.40
Sales bills discounting (Refer note (iv) below) 667.61 1017.33 792.64 1,094.23 1,187.60
Working capital demand loans (Refer note (v) below) 735.33 305.00 640.33 390.17 366.00
Current maturities of long term debt (Refer note (i and ii) below) 19.20 - 18.66 - 45.00
1,586.65 1,580.76 1,708.89 1,658.35 1,870.00

Notes:
(i) Term loan from Shivalik Small Finance Bank has been availed by a subsidiary and are secured by hypothecated charge on book debts. These loans have been sanctioned
aggregating to Rs. 50.00 million repayable within 31 months from the date of the loan and carried an interest rate of 11.50% p.a. It is secured by way of guarantee given by
the Holding Company.
(ii) The working capital term loan is secured by 100% credit guarantee by National Credit Guarantee Trustee Company and second charge is created on all existing and
future, current, non-current and fixed assets, hypothecation/assignment or creation of security interest on IPR/brand/Intangible assets of the Holding Company. The loan
carried a variable interest rate of March 31, 2023: 1 Year MCLR+1% which was equivalent to 9.95% p.a; March 31, 2022: 1Year MCLR+1% which was equivalent to
8.45% p.a and are repayable in equal monthly installments starting from December 31, 2021 to November 30, 2025. The loan has been prepaid during the year ended March
31, 2023.

275
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

10(a) Borrowings (contd.)

(iii) Interest on bank overdraft ranges from 9.20% p.a to 9.60% p.a (June 30, 2023: 7.20% p.a. to 9.05% p.a; March 31, 2024: 7.20% p.a. to 9.60% p.a; March 31, 2023:
4.65% p.a. to 9.30% p.a; March 31, 2022: 4.65% p.a. to 10.5% p.a.). The loans are secured by pari passu charge on existing and future current assets (excluding
receivables from customers tagged to other financial institutions under the discounting facility, and deposits and liquid investments charged to other financial institutions) and
existing and future fixed assets. These have a repayment term ranging from 1 to 3 days.
(iv) Interest on sales bill discounting ranges from 9.40% p.a to 10.90% p.a (June 30, 2023: 8.55% p.a to 10.65% p.a.; March 31, 2024: 8.55% p.a to 10.85% p.a.; March 31,
2023: 6.60% p.a. to 10.72% p.a.; March 31, 2022: 8.30% p.a. to 13.00% p.a.). These borrowings are secured against exclusive charge on receivables specifically charged to
the lenders and deposits and liquid investments charged to the lenders under the discounting facility. These are repayable upto 90 days from the disbursement date.

(v) Interest on working capital demand loans ranges from 8.55% p.a to 11.15% p.a (June 30, 2023: 8.40% p.a to 10.25% p.a.; March 31, 2024: 9.20% p.a to 10.85% p.a.;
March 31, 2023: 6.85% p.a. to 10.20% p.a.; March 31, 2022: 7.45% p.a. to 13.5% p.a.). The loans are secured by pari passu charge on existing and future current assets
(excluding receivables from customers tagged to other financial institutions under the discounting facility, deposits and liquid investments charged to other financial
institutions) and existing and future fixed assets. These have a repayment term ranging from 7 to 15 days.
(vi) Borrowings are subsequently measured at amortised cost and therefore interest accrued on borrowings are included in the respective amounts.
(vii) The carrying amounts of financial assets pledged as security for current and non-current borrowings are disclosed in note 33.
(viii) Refer note 37(xii) for other accounting policies.

Net (debt)/ cash reconciliation

This section sets out an analysis of net (debt)/ cash and the movements in the net (debt)/ cash for each of the years presented.
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Current borrowings (excluding current maturities of non current
borrowings) (1,567.45) (1,580.76) (1,690.23) (1,658.35) (1,825.00)

Non current borrowings (including current maturities) (42.66) - (47.12) - (165.00)

Lease liabilities (96.62) (127.11) (104.70) (117.10) (24.17)
Cash and cash equivalents 1,331.75 1,119.06 1,547.35 964.89 937.28
Liquid investments (*) 545.46 530.02 444.99 892.64 755.40
Net (debt)/ cash 170.48 (58.79) 150.29 82.08 (321.49)

(*) Liquid investments comprise of current investments in mutual funds that are traded in an active market, being the Group's financial assets held at fair value through profit
or loss.

276
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Net (debt)/ cash movement

Liabilities from financing activities Other assets
Current Cash and cash Liquid
Non current borrowings Lease liabilities Net (debt)/ cash
borrowings equivalents investments
Net (debt)/ cash as at April 1, 2021 (1,273.10) (2,687.00) (48.90) 1,091.80 - (2,917.20)
Cash flows (net) 1,100.90 853.62 - (154.52) 750.82 2,550.82
Principal element of lease payments - - 24.73 - - 24.73
Interest expense (136.90) (132.06) (3.81) - - (272.77)
Interest paid 144.10 140.44 3.81 - - 288.35
Fair value adjustments (Non-cash) - - - - 4.58 4.58
Net (debt)/ cash as at March 31, 2022 (165.00) (1,825.00) (24.17) 937.28 755.40 (321.49)
Cash flows (net) 165.00 166.64 - 27.61 143.91 503.16
Acquisitions - leases - - (121.54) - - (121.54)
Principal element of lease payments - - 28.61 - - 28.61
Interest expense (12.35) (89.95) (4.05) - - (106.35)
Interest paid 12.35 89.97 4.05 - - 106.37
Fair value adjustments (Non-cash) - - - - (6.67) (6.67)
Net (debt)/ cash as at March 31, 2023 - (1,658.35) (117.10) 964.89 892.64 82.08
Cash flows (net) (47.12) (31.87) - 582.46 (448.42) 55.05
Acquisitions - leases - - (17.00) - - (17.00)
Principal element of lease payments - - 29.40 - - 29.40
Interest expense (1.43) (91.03) (12.10) - - (104.56)
Interest paid 1.43 91.02 12.10 - - 104.55
Fair value adjustments (Non-cash) - - - - 0.77 0.77
Net (debt)/ cash as at March 31, 2024 (47.12) (1,690.23) (104.70) 1,547.35 444.99 150.29

Net (debt)/ cash as at April 1, 2023 - (1,658.35) (117.10) 964.89 892.64 82.08
Cash flows (net) - 77.38 - 154.17 (362.07) (130.52)
Acquisitions - leases - - (17.01) - - (17.01)
Principal element of lease payments - - 7.00 - - 7.00
Interest expense - (23.30) (3.29) - - (26.59)
Interest paid - 23.51 3.29 - - 26.80
Fair value adjustments (Non-cash) - - - - (0.55) (0.55)
Net (debt)/ cash as at June 30, 2023 - (1,580.76) (127.11) 1,119.06 530.02 (58.79)

Net (debt)/ cash as at April 1, 2024 (47.12) (1,690.23) (104.70) 1,547.35 444.99 150.29
Cash flows (net) 4.46 122.66 - (215.60) 100.04 11.56
Acquisitions - leases - - - - - -
Principal element of lease payments - - 8.08 - - 8.08
Interest expense (1.32) (23.48) (2.55) - - (27.35)
Interest paid 1.32 23.60 2.55 - - 27.47
Fair value adjustments (Non-cash) - - - - 0.43 0.43
Net (debt)/ cash as at June 30, 2024 (42.66) (1,567.45) (96.62) 1,331.75 545.46 170.48

277
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
10(b) Trade payables
Total outstanding dues of micro and small enterprises (MSME) (Refer 1.37 3.22 4.53 11.41 6.40
note 32)
Total outstanding dues other than micro and small enterprises 117.36 175.02 143.54 149.60 264.58
118.73 178.24 148.07 161.01 270.98

Aging of trade payables:

June 30, 2024
Outstanding for following periods from the due dates
Unbilled Not Due Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Undisputed trade payables
Micro enterprises and small 0.89 0.19 0.29 - - - 1.37
enterprises
Others 100.65 4.70 11.75 0.26 - - 117.36
Disputed trade payables
Micro enterprises and small - - - - - - -
enterprises
Others - - - - - - -
101.54 4.89 12.04 0.26 - - 118.73

June 30, 2023

Outstanding for following periods from the due dates
Unbilled Not Due Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Undisputed trade payables
Micro enterprises and small 0.36 - 2.05 0.81 - - 3.22
enterprises
Others 79.68 0.34 86.50 3.29 2.71 2.50 175.02
Disputed trade payables
Micro enterprises and small - - - - - - -
enterprises
Others - - - - - - -
80.04 0.34 88.55 4.10 2.71 2.50 178.24

March 31, 2024

Outstanding for following periods from the due dates
Unbilled Not Due Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Undisputed trade payables
Micro enterprises and small 0.17 0.30 3.98 0.08 - - 4.53
enterprises
Others 92.94 15.88 26.87 5.63 0.61 - 141.93
Disputed trade payables
Micro enterprises and small - - - - - - -
enterprises
Others - - - 1.01 0.60 - 1.61
93.11 16.18 30.85 6.72 1.21 - 148.07

March 31, 2023

Outstanding for following periods from the due dates
Unbilled Not Due Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Undisputed trade payables
Micro enterprises and small - - 11.41 - - - 11.41
enterprises
Others 56.87 0.05 88.89 2.69 0.80 0.30 149.60
Disputed trade payables
Micro enterprises and small - - - - - - -
enterprises
Others - - - - - - -
56.87 0.05 100.30 2.69 0.80 0.30 161.01

278
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

10(b) Trade payables (Contd..)

March 31, 2022
Outstanding for following periods from the due dates
Unbilled Not Due Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Undisputed trade payables
Micro enterprises and small - - 6.40 - - - 6.40
enterprises
Others 79.20 0.04 184.20 0.84 0.30 - 264.58
Disputed trade payables
Micro enterprises and small - - - - - - -
enterprises
Others - - - - - - -
79.20 0.04 190.60 0.84 0.30 - 270.98
Refer note 37(iv) for other accounting policies.

10(c) Other financial liabilities

Accounting policy
Initial recognition and measurement of financial liabilities
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement of financial liabilities

Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘amortised cost’.

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.
A financial liability is classified as held for trading if:
• it has been acquired or incurred principally for the purpose of repurchasing it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and for which there is evidence of a recent actual pattern of
short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.
A financial liability other than a financial liability held for trading may also be designated as at FVTPL upon initial recognition if:
• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in
accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 Financial Instruments permits the entire combined contract to be designated as at
FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in the Restated Consolidated Statement of Profit and Loss,
except for the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability which is recognised in other
comprehensive income.
The net gain or loss recognised in the Restated Consolidated Statement of Profit and Loss incorporates any interest paid on the financial liability.
Financial liabilities at amortised cost:
Financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.
Financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective
interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the
rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying
amount on initial recognition.

Embedded derivatives in host liabilities

Derivatives, in the form of right to subscribe, embedded in host liabilities are separated only if the economic characteristics and risk of embedded derivatives are not closely
related to the economic characteristics and risk of the host and are measured at FVTPL. Embedded derivative closely related to the host contracts are not separated.
Refer note 37(v) for other accounting policies.
Exceptional items
Exceptional items are material items of income or expense that are disclosed separately in the financial statement due to their nature or incidence where such presentation is
relevant for understanding of the financial performance of the Company.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Current
Salaries, wages and bonus payable 12.97 16.57 32.34 45.70 34.31
Right to subscribe to CCPS [Refer notes (i) and (iv) below] - 485.16 478.77 451.41 418.38
Customer deposits 104.22 42.64 104.76 39.11 25.67
Other payables 28.08 5.39 19.93 - -
145.27 549.76 635.80 536.22 478.36
Notes:
(i) Movement in right to subscribe (RTS) to CCPS
Opening balance 478.77 451.41 451.41 418.38 539.10
Additions - - - - -
Waiver of RTS (Refer note (iii) below) - - (81.55) - -
Consideration agreed on settlement of RTS [Refer note (ii) below] (222.54) - - - -
Gain on settlement of RTS [Refer note (ii) below] (256.23) - - - -
Change in fair value - 33.75 108.91 33.03 (120.72)
Closing balance - 485.16 478.77 451.41 418.38

279
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

10(c) Other financial liabilities (Contd..)

The Holding Company had granted certain lenders (including erstwhile lenders of non-current borrowings) the right to subscribe to its Series C CCPS or partly-paid Series D
CCPS (where the lenders have right to call) which can be exercised by the lenders at any time before the expiration date as per the terms of the agreements. This has been
treated as a derivative embedded in the host contract and are separated from the host contract as the economic characteristics and risk of embedded derivatives are not closely
related to the economic characteristics and risk of the host. These are measured at FVTPL.
(ii) During the three month period ended June 30, 2024, 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 aggregating to Rs. 222.54 million
payable to the lenders and the balance Rs. 256.23 million, being no longer payable has been recognised as a gain on settlement and disclosed as an exceptional item in
Annexure II - Restated Consolidated Statement of Profit and Loss for the three months period ended June 30, 2024.
(iii) The Holding Company had issued right to subscribe to 618 series C CCPS to Axis Bank for the sanctioned loan facility of Rs. 250.00 million. Upon the closure of the
loan facility with the bank, vide letter dated November 03, 2023, the Bank has waived its right to subscribe to Series C CCPS. The gain on such waiver has been recognised in
Annexure II - Restated Consolidated Statement of Profit and Loss under other gains.
(iv) The right to subscribe to CCPS granted by the Group are derived and valued based on the following assumptions:
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Number of options - 2,931 2,931 3,549 3,549
Call option amount (Rs. in million) - 1,450 1,450 1,750 1,750
Exercise price per option - Rs. 48,487 to Rs. 48,487 to Rs. 48,487 to Rs. 48,487 to
Rs.193,590 Rs.193,590 Rs.1,93,590 Rs.1,93,590
Fair value of options as at end of the period/ year - Rs.116,424 to Rs.116,424 to Rs. Rs.99,667 to Rs. Rs.103,837 to Rs.
Rs. 169,253 169,253 135,316 122,921
Significant assumptions considered for valuation of options
Exercise period - 7-8 years 7-8 years 7-8 years 7-8 years
Risk-free rate - 7.20% 7.20% 7.26% 5.54%
Standard deviation - 50% 50% 50% 50%
Life of option - 5 years 5 years 5 years 5 years
Details of expiry of the rights to subscribe/ right to call
Number of options
Right to subscribe/ right to call
Securities June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
expires on
Series C CCPS September 16, 2025 - 1,031 1,031 1,031 1,031
Series C CCPS June 19, 2026 - 618 - 618 618
Series C CCPS October 30, 2026 - 1,237 1,237 1,237 1,237
Series D Partly paid CCPS November 25, 2026 - 483 483 483 483
Series D CCPS December 25, 2026 - 180 180 180 180
- 3,549 2,931 3,549 3,549

280
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

11 Provisions

Accounting policy

Gratuity obligations
The liability recognised in the Restated Consolidated Statement of Assets and Liabilities in respect of defined benefit gratuity plan is the present value of the
defined benefit obligation at the end of the reporting period less the fair value of plan assets, if any. The defined benefit obligation is calculated annually by
actuary using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the
reporting period on government securities that have terms approximating to the terms of the related obligation.
The interest cost is calculated by applying the discount rate to the balance of the defined benefit obligation. This cost is included in employee benefit expense in
the Restated Consolidated Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur,
directly in other comprehensive income. They are included in retained earnings in the Restated Consolidated Statement of Changes in Equity and in the Restated
Consolidated Statement of Assets and Liabilities. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments
are recognised immediately in profit or loss as past service cost.

Refer note 37(v) and (ix) for other accounting policies.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Employee benefit obligations
Gratuity (Refer note (ii) below) 37.45 31.00 34.86 32.00 25.77
37.45 31.00 34.86 32.00 25.77

Current
Employee benefit obligations
Compensated absences (Refer note (i) below) 46.79 45.43 42.99 42.60 42.36
Gratuity (Refer note (ii) below) 8.76 9.34 10.72 8.00 5.99
Others (Refer note (iii) below) 16.05 13.92 15.60 14.60 19.50
71.60 68.69 69.31 65.20 67.85

(i) Compensated absences

The leave obligations cover the Group's privilege leave. The entire amount of provision of compensated absences of Rs. 46.79 million (June 30, 2023: Rs. 45.43
million; March 31, 2024: Rs. 42.99 million; March 31, 2023: Rs. 42.60 million; March 31, 2022: Rs. 42.36 million) is presented as current, since the Group does
not have an unconditional right to defer settlement for these obligations. However, based on past experience, the Group does not expect all employees to avail
the full amount of accrued leave or require payment for such leave within the next 12 months.
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Leave obligations not expected to be settled in next 12 months 24.32 23.32 24.25 22.93 20.17

(ii) Gratuity
The Group provides for gratuity to employees as per the Payment of Gratuity Act, 1972, as amended from time to time. Employees who are in continuous service
for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month
computed proportionately for 15 days salary multiplied for the number of years of service. The Group does not externally fund these liabilities but instead creates
an accounting provisions in its books of accounts and pay the gratuity to its employees directly from its own resources as and when the employee leaves the
Group.
Notes:
(a) The discount rate is based on the prevailing market yields of Indian Government Securities as at the reporting dates for the estimated term of obligations.

(b) The estimated future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as
supply and demand in the employment market.

281
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

11 Provisions (Contd..)
Gratuity (Defined benefit obligation)
A. The amount recognised in the Restated Consolidated Statement of Assets and Liabilities and the movement in the defined benefit obligation over the
years are as follows:

Present value
of obligation
As at April 1, 2021 (A) 25.94

Current service cost 9.44

Past service cost -
Interest expense/ (income) 1.19
Total amount recognised in Restated Consolidated Statement of Profit and Loss (*) (B) 10.63
(*) includes relating to discontinued operations amounting to Rs. 0.78 million
Benefits paid (C) (5.18)
Remeasurements:
Change in financial assumptions (0.50)
Change in demographic assumptions -
Change in experience 0.87
Total amount recognised to Restated Other Comprehensive Income (D) 0.37
As at March 31, 2022 E = A+B+C+D 31.76
- Current 5.99
- Non-current 25.77
Current service cost 11.12
Past service cost -
Interest expense/ (income) 1.55
Total amount recognised in Restated Consolidated Statement of Profit and Loss (*) (F) 12.67
(*) includes relating to discontinued operations amounting to Rs. 1.78 million
Benefits paid (G) (1.87)
Remeasurements:
Change in financial assumptions (4.25)
Change in demographic assumptions -
Change in experience 1.69
Total amount recognised to Restated Other Comprehensive Income (H) (2.56)
As at March 31, 2023 I = E+F+G+H 40.00
- Current 8.00
- Non-current 32.00

Current service cost 12.30

Past service cost -
Interest expense/ (income) 2.58
Total amount recognised in Restated Consolidated Statement of Profit and Loss (*) (J) 14.88
(*) includes relating to discontinued operations amounting to Rs. 1.66 million
Benefits paid (K) (6.91)
Remeasurements:
Change in financial assumptions 0.24
Change in demographic assumptions -
Change in experience (2.63)
Total amount recognised to Restated Other Comprehensive Income (L) (2.39)
As at March 31, 2024 M = I+J+K+L 45.58
- Current 10.72
- Non-current 34.86

282
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

11 Provisions (Contd..)
Present value
of obligation
As at April 1, 2023 (N) 40.00

Current service cost 3.06

Past service cost -
Interest expense/ (income) 0.65
Total amount recognised in Restated Consolidated Statement of Profit and Loss (*) (O) 3.71
(*) includes relating to discontinued operations amounting to Rs. 0.54 million

Benefits paid (P) (3.16)

Remeasurements:
Change in financial assumptions 0.29
Change in demographic assumptions -
Change in experience (0.50)
Total amount recognised to Restated Other Comprehensive Income (Q) (0.21)
As at June 30, 2023 R = N+O+P+Q 40.34
- Current 9.34
- Non-current 31.00

As at April 1, 2024 (S) 45.58

Current service cost 3.08

Past service cost -
Interest expense/ (income) 0.72
Total amount recognised in Restated Consolidated Statement of Profit and Loss (*) (T) 3.80
(*) includes relating to discontinued operations amounting to Rs. 0.43 million

Benefits paid (U) (0.87)

Remeasurements:
Change in financial assumptions 0.17
Change in demographic assumptions -
Change in experience 0.25
Total amount recognised to Restated Other Comprehensive Income (V) 0.42
As at June 30, 2024 W = S+T+U+V 48.93
Transferred to liabilities of disposal group held for sale [Refer note 36(a)(iv)] (2.72)
46.21
- Current 8.76
- Non-current 37.45

B. Significant estimates: actuarial assumptions

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Discount rate 7.05% 7.10% 7.15% 7.30% 5.40%
Salary growth rate 7% 3% until year 1 7% 3% until year 1 7%
inclusive, then inclusive, then 7%
7%

Mortality rate Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured
Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality
(2012-14 (2012-14 (2012-14 (2012-14 (2012-14
Ultimate) Ultimate) Ultimate) Ultimate) Ultimate)
Attrition rate 30% 30% 30% 30% 30%
Retirement age 60 years 60 years 60 years 60 years 60 years

283
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

11 Provisions (Contd..)
Gratuity (Defined benefit obligation)
C. Sensitivity analysis
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit
obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability
recognised in the Restated Consolidated Statement of Assets and Liabilities. Any reasonable changes to discount rate, salary escalation rate and attrition rate are
not expected to have a material impact on profit or loss.

D. Risk exposure
Inherent risk:
The plan is of a final salary defined benefit in nature which is sponsored by the Group and hence it underwrites all the risks pertaining to the plan. In particular,
there is a risk for the Group that any adverse salary growth or demographic experience can result in an increase in cost of providing these benefits to employees
in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.
Change in bond yields:
A decrease in the bond interest rate will increase the defined benefit obligation.
Life expectancy:
The present value of the defined benefit plan liability is calculated by reference to future salaries of the plan participants. As such, an increase in the salary of
then plan participants will increase the plan's liability.

E. Defined benefit liability and employer contributions

The Group does not externally fund these liabilities but instead create an accounting provision in its books of accounts and pay the gratuity to its employees
directly from its own resources as and when the employee leaves the Group.
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Weighted average duration of the defined benefit obligations 3.60 years 3.60 years 3.60 years 3.60 years 3.89 years

The expected maturity analysis of undiscounted gratuity is as follows:

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022

Less than a year 11.48 9.34 10.72 9.23 5.99

Between 1-2 years 9.99 8.58 9.10 8.75 6.41
Between 2-5 years 24.86 19.93 23.15 19.63 15.37
Over 5 years 18.47 15.87 17.82 16.18 12.17

(iii) Others
The Group provides privilege leaves to contract employees. The liability is actuarially determined and the entire amount of provision is presented as current,
since the Group does not have an unconditional right to defer settlement for these obligations and presented under other provisions. However, based on past
experience, the Group does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Leave obligations not expected to be settled in next 12 months 9.72 8.54 9.68 9.07 12.53

Provision movement: Amount

As at April 1, 2021 9.88
Charge/(credit):
Profit and loss 9.62
As at March 31, 2022 19.50
Charge/(credit):
Profit and loss (4.90)
As at March 31, 2023 14.60
Charge/(credit):
Profit and loss 1.00
As at March 31, 2024 15.60

As at April 1, 2023 14.60

Charge/(credit):
Profit and loss (0.68)
As at June 30, 2023 13.92

As at April 1, 2024 15.60

Charge/(credit):
Profit and loss 0.45
As at June 30, 2024 16.05

The leave encashment expenses relating to contract employees has been recognised as manpower services under other expenses. (Refer note 19).

284
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

12 Deferred tax liabilities (net)

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax asset has
not been recognised on unabsorbed depreciation, carry forward tax losses and deductible temporary differences as it is not probable that future taxable profits will be available before such losses expire against which the Group can use the
benefits therefrom.

Refer note 37(vi) for other accounting policies.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
The balance comprises of temporary differences attributable to:
a. Deferred tax liability
Right of use asset 22.95 40.11 31.36 35.91 6.45

b. Deferred tax assets

Lease liabilities 22.95 40.11 31.36 35.91 6.45

Net deferred tax liability - - - - -

Deferred tax assets, have not been recognised (recognised to the extent of deferred tax liability) in the absence of being able to reasonably estimate the extent of future taxable profits against which to utilise these assets. However this position
will be reassessed at every year end and the deferred tax asset will be accounted for, when appropriate.

The details of expiry of these unused tax losses, unabsorbed depreciation and other temporary differences are given below.

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Particulars Amount Expiry period Amount Expiry period Amount Expiry period Amount Expiry period Amount Expiry period
Carried forward business loss 604.82 Less than 1 year 145.73 Less than 1 year 763.77 Less than 1 year 145.73 Less than 1 year - Less than 1 year
8,897.61 1 to 5 years 7,750.38 1 to 5 years 8,897.61 1 to 5 years 7,750.38 1 to 5 years 4,697.30 1 to 5 years
6,541.46 Beyond 5 years 7,529.14 Beyond 5 years 6,541.46 Beyond 5 years 7,221.36 Beyond 5 years 8,114.99 Beyond 5 years
Unabsorbed depreciation 336.37 Indefinite 336.98 Indefinite 441.36 Indefinite 302.19 Indefinite 206.50 Indefinite
Other temporary difference 449.13 772.74 411.82 893.04 525.37
16,829.40 16,534.96 17,056.02 16,312.69 13,544.16
Unrecognised deferred tax asset at tax rate of 25.17% (June 30, 4,235.62 5,158.91 5,321.48 5,089.56 4,225.78
2023: 31.20%; March 31, 2024: 31.20%; March 31, 2023:
31.20%; March 31, 2022: 31.20%)
The Group has received assessment order for certain years wherein the carry forwarded business losses amounting to Rs. 2,310.51 million (June 30, 2023: Rs. 2,310.51 million; March 31, 2024: Rs. 2,310.51 million; March 31, 2023: Rs.
1,244.60 million; March 31, 2022: Rs. 47.72 million) are disputed.
The tax impact for the above purpose has been arrived at by applying the tax rate of 25.17% (June 30, 2023: 31.20%; March 31, 2024: 31.20%; March 31, 2023: 31.20%; March 31, 2022: 31.20% ) being the prevailing tax rate substantively
enacted for Indian companies under the Income Tax Act, 1961. The Company intends to exercise the option permitted under section 115BAA of the Income Tax Act, 1961, introduced by the Taxation Laws (Amendment) Ordinance, 2019 and
in the process of filing the necessary forms.

285
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

For the three For the three

months period months period For the year For the year For the year
ended ended ended ended ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022

12 Deferred tax liabilities (net)

Income tax expense

Current tax 0.54 0.24 0.76 1.68 2.38

Deferred tax charge/ (credit) - - - - -
Income tax expense 0.54 0.24 0.76 1.68 2.38

Reconciliation of tax expense and tax based on accounting profit:

Profit/ (loss) before income tax 287.26 (359.15) (1,938.73) (2,939.47) (2,843.26)
Continuing operations 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
Discontinuing operations (37.06) (26.21) (269.63) (536.49) (542.15)
Tax at the Indian tax rate of 25.17% (June 30, 2023: 31.20%; March 31, 2024: 31.20%, March 31, 2023: 31.20%; March 31, 2022: 31.20%)
72.30 (112.05) (604.88) (917.11) (864.10)
Tax effect of:
Deferred tax not recognised on business losses, unabsorbed depreciation and other temporary differences - 88.23 258.63 831.17 665.00
Utilisation of brought forward business losses, unabsorbed depreciation and other temporary differences (72.08) - - - -
Expenses disallowed for tax purposes 0.32 24.06 345.49 95.84 221.02
Difference in overseas tax rate - - - (11.57) (24.30)
Income tax expense 0.54 0.24 0.76 1.68 2.38

13 Other liabilities

Current
Statutory dues payable 88.78 44.63 64.14 30.80 35.85
Refund liabilities 5.90 29.69 11.31 - -
Advance received for sale of business [Refer note 36(a)(i)] 10.00 - 10.00 - -
104.68 74.32 85.45 30.80 35.85

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

14 Revenue from operations

Accounting policy
The Group owns digital platforms which are used by truck operators (customers) to digitally manage payments for tolling and fueling, monitor drivers and fleets
using telematics, find loads on platform (marketplace) and get access to financing for the purchase of used vehicles.

Revenue is measured based on the consideration specified in a contract with a customer net of variable consideration e.g. incentives or any payments made to a
customer (unless the payment is for a distinct good or service received from the customer) and excludes amounts collected on behalf of third parties. The Group
recognises revenue when it transfers control over a service to a customer. Revenue is only recognised to the extent that it is highly probable that a significant reversal
will not occur.

Where the Group acts as an agent for selling goods or services, only the commission income is included within revenue. The specific revenue recognition criteria
described below must also be met before revenue is recognized. Typically, the Group has a right to payment before or at a point services are delivered. Cash
received before the services are delivered is recognised as a contract liability. The amount of consideration generally does not contain a significant financing
component as payment terms are less than one year, except in relation to commission income on sourcing, servicing and collection of loans on behalf of the financial
institutions.
Commission income:
Commission income includes commission income from Oil Marketing Companies (OMC's) for distribution and management of fuel cards and commission from
banks for distribution and management of Fastags. The Group considers OMCs and banks as its customers.

Commission income on fuel cards and fastags:

The Group facilitates distribution and management of fuel cards and Fastags and earns commission for respective services. In both these services, the Group stands
ready to provide the services and the commission income is based on the usage of the services by the end consumers. Revenue for these services is recorded in the
period in which it accrues.

Subscription fee:
The Group charges subscription fees from its customers for telematics based fleet management solutions and subscription to access specific services on the platform.
Such income is recognised over the period of the subscription as the Group satisfies its performance obligation as services are rendered.

The Group enters into subscription contracts typically for a period of one month to three years. As the Group fulfil its obligations over the tenure of subscription,
these are presented as deferred revenue under contract liability in the Restated Consolidated Statement of Assets and Liabilities. Even though the Group offers plans
of more than one year to its customers where the subscription price is received upfront, the Group has determined that the purpose of such terms is not financing.
Accordingly it is determined that there are no significant financing components in such arrangements.

The Group also earns subscription fees from fleet operators for the use of fuel cards issued under the OMC 's membership plan for services such as recharge of fuel
cards, issue resolution through dedicated customer support, notification alerts, transaction history. Revenue from such services are recognized over the estimated
period of usage of the fuel cards. Further, the Group grants certain loyalty points to the fleet owners based on the recharges made on the fuel card. Such points can be
used by the fleet owners for purchasing the fuel from OMCs. The Group has determined payments to OMCs on utilisation of such points by the fleet owners as
consideration payable to customer and thus has netted it off against such service fees collected from the customers.
Service fees:
Service fees comprises of following streams of income:
a. The Group earns fees from issuance/ replacement, activation and installation convenience of Fastags to the fleet operators. The revenue for this service is
recognized at a point in time when the service is provided to the customers.
b. The Group charges certain transaction fees from the fleet owners on recharges of the Fastags. The revenue from this service is recognised at a point in time when
the service is provided to the customer.
c. The Group provides access to the platform for buying and selling of second-hand commercial vehicles. The Group charges fees to the customer which is
recognised at a point in time when the transaction between the parties is executed. The Group is an agent in such arrangement.
d. Sourcing, loan servicing and collection fees: The Group acts as a business correspondent for financial institutions/ bank where the Group provides services such as
sourcing loans, loan servicing, collection services and onboarding of the borrowers. The Group receives processing fees for onboarding the borrowers which is
recognized at a point in time when the onboarding services are completed.
e. The Group earns revenue from servicing or replacement of telematics devices to customers. The revenue for this service is recognised at a point in time when the
service is provided to the customer.

The consideration from sourcing loans, loan servicing, collection services is based on a pre-determined fixed percentage of interest. The Group receives
consideration from sourcing loans only when the equated monthly installments are paid by the borrowers. Revenue from providing this service is recognised over the
period of time in which the services are rendered and as the customer benefits from the service. Consideration is variable and is highly susceptible to factors outside
the entity's influence. Revenue is recognised only when it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.
Amount receivable from the financial institutions for which the Group has fulfilled its obligations is classified under "trade receivable" as the Group has
unconditional right over such consideration (i.e. if only the passage of time is required before payment of such consideration is due).

287
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

14 Revenue from operations (Contd..)

Interest income on loans disbursed (lending business by NBFC subsidiary):
The Group operates a subsidiary which is an NBFC, Blackbuck Finserve Private Limited, that provides loans to customers. The Group earns interest income on loans
disbursed by the subsidiary. Interest income is recognised by applying the effective interest rate (EIR) to the gross carrying amount of financial assets other than
credit-impaired assets.
The EIR in case of financial asset is computed as:
a. As the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset.
b. By considering all the contractual terms of the financial instrument in estimating the cash flows.
c. Including all fees received/ paid between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or
discounts.

Any subsequent changes in the estimation of the future cash flows is recognized in interest income with the corresponding adjustment to the carrying amount of the
assets. Interest income on credit impaired assets is recognized by applying the effective interest rate to the net amortised cost (net of impairment allowance) of the
financial asset.

Freight services:
The Group operates a trucking network through its freight and fleet management services. Revenue from such contracts is recognised over the period of the services
as the customer simultaneously receives benefits as the services are performed by the Group. The Group is assessed as principal in this arrangement. (Refer note 36
(a)(ii) for discontinued operations)

For the three For the three

months period months period
ended ended For the year ended For the year ended For the year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Revenue from contracts with customers
Sale of services
Revenue from truck operator services 914.06 594.67 2,961.44 1,756.80 1,193.26
Interest income on loans given 7.60 - 7.78 - -
Total Income 921.66 594.67 2,969.22 1,756.80 1,193.26

Notes:

(a) Income from truck operator services

consists of
Commission income 378.75 267.91 1,272.46 880.64 750.99
Subscription fees 353.65 227.98 1,178.89 742.75 391.09
Service fees 178.42 98.78 509.51 132.79 44.46
Others 3.24 - 0.58 0.62 6.72
914.06 594.67 2,961.44 1,756.80 1,193.26

(b) Reconciliation between contract price

and revenue recognized
Contract Price 985.65 641.83 3,204.98 1,798.70 1,378.96
Adjustments for:
Customer loyalty programme – (Refer note (i) (26.72) (8.51) (73.84) (25.58) (166.91)
below)
Payments to customer – (Refer note (ii) below) (37.27) (38.65) (161.92) (16.32) (18.79)

Revenue from continuing operations 921.66 594.67 2,969.22 1,756.80 1,193.26

(i) Represents incentives to customers under the customer loyalty programme of the Group.
(ii) Represents payments to customers which are not towards distinct services in the context of the contract and hence, are netted off with revenue recognised.

(c) Contract liability

The Holding Company has certain subscription income and an aggregate amount of transaction price allocated to such subscription agreement that are partially or
fully unsatisfied as at the reporting date is Rs. 588.63 million (June 30, 2023: Rs. 476.47 million; March 31, 2024: Rs. 550.58 million; March 31, 2023: Rs. 414.00
million; March 31, 2022: Rs. 251.41 million). Management expects Rs. 557.45 million (June 30, 2023: Rs. 441.82 million; March 31, 2024: Rs. 522.68 million;
March 31, 2023: Rs. 414.00 million; March 31, 2022: Rs. 251.41 million) to be recognised in the next 12 months. The remaining is expected to be recognised in the
next 2 years.
(d) Critical judgement in revenue recognition:
The Group has entered into agreement with banks to provide services to distribute and manage Fastags for which the Group earns commission from banks as and
when the services are rendered. The Group also delivers and assists fleet operators install and activate Fastags and onboards them on to the Holding Company's
platform and earns fees from issuance/replacement, activation and installation convenience of Fastags. The Group has considered the services described above as
two distinct services.

288
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

For the three For the three

months period months period
ended ended For the year ended For the year ended For the year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
15 Other income

On financial assets recognised at amortised

cost
Interest income on bank deposits 35.91 12.07 82.37 41.57 61.03
Interest income on intercorporate deposits 12.01 9.32 41.63 45.84 69.69
Interest income on bonds 1.23 14.84 32.99 73.74 60.67
49.15 36.23 156.99 161.15 191.39
On financial assets recognised at FVTPL
Net gain on sale of mutual funds 5.77 8.10 23.17 30.58 25.79
Fair value gain/ (loss) from mutual funds 0.43 (0.55) 0.77 (6.67) 4.58
6.20 7.55 23.94 23.91 30.37
Others
Interest on income tax refund 5.68 4.73 12.45 7.10 17.14
Miscellaneous income 0.56 0.41 2.54 1.96 2.64
6.24 5.14 14.99 9.06 19.78
61.59 48.92 195.92 194.12 241.54
16 Employee benefits expense
Salaries, wages and bonus 323.70 336.12 1,272.55 1,517.31 1,154.46
Contribution to provident and other funds 10.92 11.17 44.16 55.69 42.66
(Refer (i) below)
Employee shared-based payment expenses 37.38 165.12 1,495.10 566.75 898.50
(Refer note 21)
Compensated absences 5.64 6.90 14.52 15.61 28.51
Gratuity (Refer note 11) 3.37 3.18 13.22 10.89 9.85
Staff welfare expenses 10.92 6.51 29.72 29.29 26.82

391.93 529.00 2,869.27 2,195.54 2,160.80

(i) Defined contribution plans
Amount recognised in the Restated
Consolidated Statement of Profit and Loss:
Provident fund 10.51 10.97 42.91 54.82 41.91
Employee state insurance 0.31 0.19 0.94 0.74 0.69
Labour welfare fund 0.10 0.01 0.31 0.13 0.06
10.92 11.17 44.16 55.69 42.66

17 Finance costs
Interest expense on non-current borrowings 1.32 - 1.43 12.35 136.90
Interest expense on working capital demand 3.55 2.36 12.71 13.38 26.39
loans
Interest expense on bank overdrafts 0.19 0.39 1.33 1.17 3.96
Interest - lease liabilities 2.55 3.29 12.10 4.05 3.81
Interest - others 0.03 0.06 0.38 1.01 0.20
7.64 6.10 27.95 31.96 171.26
Refer note 37(vii) for other accounting policies.

18 Depreciation and amortisation expense

Depreciation of property, plant and equipment 60.11 60.06 215.62 176.52 119.60
[Refer Note 4(a)]
Depreciation of right of use assets [Refer Note 9.34 9.34 37.40 27.10 31.64
29]
Amortisation of intangible assets [Refer Note 0.04 0.03 0.33 0.45 1.26
4(b)]
69.49 69.43 253.35 204.07 152.50

289
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

For the three For the three

months period months period
ended ended For the year ended For the year ended For the year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
19 Other expenses
Business promotion and advertisement 13.42 33.95 70.63 198.25 210.20
Legal and professional charges (Refer (a) 15.32 39.52 80.84 75.06 63.07
below)
Manpower and agency services 285.49 155.14 971.01 1,098.06 723.43
Remuneration to non-executive directors 1.30 - 1.00 - -
Power and fuel 2.71 2.59 9.95 8.22 5.60
Bank charges 0.50 2.94 6.18 8.56 35.30
Office maintenance expenses 9.93 7.45 32.12 25.26 15.16
Rent (Refer note 29) 2.81 2.08 9.74 14.98 21.47
Printing, stationery and courier charges 2.63 2.57 13.07 12.00 12.81
Rates and taxes 1.11 0.18 5.27 1.99 11.07
Recruitment charges 1.26 0.62 3.13 6.62 13.60
Doubtful vendor advances written off (net of - - 21.62 - -
provision written back)
Information technology and communication 79.54 63.01 317.57 294.11 194.37
expenses
Travelling and conveyance 25.11 20.54 85.67 84.00 52.31
Insurance 4.27 5.84 20.96 30.24 13.56
Net impairment losses on financial assets (0.29) 0.20 1.81 - -
[Refer Note 24(A)(vi)]
Loss on sale of asset on repossession 0.25 - - - -
Miscellaneous expenses 0.79 1.21 7.05 9.43 5.88
446.15 337.84 1,657.62 1,866.78 1,377.83
(a) Payments to auditors (excluding taxes)
As auditor:
- Statutory audit fee 1.50 1.50 6.00 4.00 4.80
- Certification 0.12 0.12 0.48 1.00 0.80
- Out of pocket expenses 0.08 0.08 0.30 0.15 0.10
1.70 1.70 6.78 5.15 5.70
(*) represents payments to the Holding
Company's auditors only.

20 Other (gains)/ losses (net)

(Gain)/ loss on fair valuation of embedded

- 33.75 108.91 33.03 (120.72)
derivatives [Refer note 10(c)(i)]
(Gain)/ loss on waiver of embedded derivatives
- - (81.55) - -
[Refer note 10(c)(i)]
(Gain)/ loss on disposal of property, plant and
0.01 0.11 (0.87) (3.20) 7.46
equipment
(Gain)/ loss on foreign exchange transaction/
(0.06) (0.23) (0.97) (10.45) (13.22)
translation
Loss on liquidation of subsidiary [Refer note
- 0.53 0.53 - -
25(a)(ii)]
(0.05) 34.16 26.05 19.38 (126.48)

290
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

21 Employee Stock Option Plan (ESOP)

Accounting policy
Share based compensation benefits are provided to certain employees under the Employee Stock Option Plan 2016, Employee Stock Option Plan 2019 and Management Stock Options Plan (MSOP) (collectively called as "ESOP plan").

The fair value of options granted under the ESOP plan, which are equity settled plans, are recognised as an employee benefits expense with the corresponding increase in equity. The total amount to be expensed is determined by reference to the
fair value of the options granted.

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity, where shares are forfeited due to a failure by the
employee to satisfy the vesting conditions, any expenses previously recognised in relation to such shares are reversed effective from the date of the forfeiture. In case where the Group re-purchases vested equity instruments, the payment made to
employees are accounted as a deduction from equity, except to the extent that payment exceeds the fair value of the equity instruments re-purchased, measured at the re-purchased date. Any such excess are recognised as an expense in the
Restated Consolidated Statement of Profit and Loss.

Amount of expense recognised in the Restated Consolidated Statement of Profit and Loss (Refer notes below):
For the three
For the three months months period For the year For the year For the year
period ended ended ended ended ended
Particulars June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
ESOP Plan 2016 (Refer note A below) 11.83 35.11 165.36 115.20 83.40
ESOP Plan 2019 (Refer note B below) 26.44 56.50 249.81 154.83 114.70
MSOP plan (Refer note C below) - 77.12 1,108.98 308.50 708.44
Total 38.27 168.73 1,524.15 578.53 906.54
Relating to discontinued operations 0.89 3.61 29.05 11.78 8.04

A) ESOP Plan 2016

(i) The Board of Directors of the Holding Company in its meeting held on April 26, 2016 and the members in the extraordinary general meeting held on May 21, 2016, approved a scheme for granting Employee Stock Options (ESOP Plan 2016) to
eligible employees of the Holding Company with a capping of 15,489 options, monitored and supervised by the Compensation Committee from time to time. Eligible employees are granted an option to purchase equity shares of the Holding
Company, subject to vesting conditions as set out in the ESOP Plan 2016. The said stock options vest in a graded manner over a period of 4 years as set out in the option holder's Stock Option Agreement, subject to minimum period of 12 months
between the grant date of the option and the vesting date of the option.
Options granted under the plan are equity settled. The holder of the options is entitled to receive one equity share for each option. Unvested options are forfeited upon separation.
Number of outstanding options granted under the ESOP plan 2016 as at the period/ year end are as below:
Exercise price As at As at As at As at As at
per option as June 30, June 30, March 31, March 31, March 31,
Financial year on grant date 2024 2023 2024 2023 2022
(in Rs.)
2016-17 10 1,690 1,690 1,690 1,690 1,690
2017-18 10 2,525 2,525 2,525 2,525 2,525
2018-19 10 2,443 2,443 2,443 2,443 2,443
2019-20 10 - - - - -
2020-21 10 - - - - -
2021-22 10 2,254 2,484 2,254 2,484 2,829
8,912 9,142 8,912 9,142 9,487

291
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

21 Employee Stock Option Plan (ESOP) (Contd..)

(ii) Summary of options under the plan:

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Weighted Weighted Weighted Weighted Weighted
average Number of average Number of average Number of average Number of average Number of
exercise options exercise options exercise options exercise options exercise options
price (Rs.) price (Rs.) price (Rs.) price (Rs.) price (Rs.)

Outstanding at the beginning of the period/ year 10 8,912 10 9,142 10 9,142 10 9,487 10 7,096
Granted during the period/ year - - - - - - - - 10 2,855
Forfeited during the period/ year - - - - - 230 - 345 - 464
Outstanding at the end of the period/ year 10 8,912 10 9,142 10 8,912 10 9,142 10 9,487
Vested and exercisable at the end of the period/ year 10 7,956 10 7,363 10 7,956 10 7,363 10 6,208

Forfeiture rate 0% 0% 0% 20% 20%

(iii) Fair value of options granted

For share options granted during the period, the fair value has been determined under the Black Scholes model. The assumptions used in this model for calculating fair value are as below:
Assumptions June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Fair value of option on the date of grant (in Rs.) - - - - 1,70,289.00
Weighted average fair value of option on the date of grant (in Rs.) - - - - 1,70,289.00
Exercise price (in Rs.) - - - - 10.00
Risk Free Interest Rate - - - - 5.70%
Expected Life - - - - 4.50
Expected Annual Volatility of Shares - - - - 50.00%
Expected Dividend Yield - - - - 0%

292
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

B) ESOP Plan 2019

(i) The Holding Company has reserved 6,013 equity shares of Re. 1/- each for ESOP under the "ESOP Plan 2019" which was approved by the Board of Directors vide resolution dated January 18, 2019 and members in extra-ordinary general meeting
dated February 12, 2019. Pursuant to board resolution dated July 12, 2021 and approval from shareholders in extraordinary general meeting dated July 13, 2021, the Holding Company has increased the number of shares reserved for ESOP under
the "ESOP Plan 2019" scheme to 7,756 equity shares of Re. 1/- each. Eligible employees are granted an option to purchase equity shares of the Holding Company, subject to vesting conditions as set out in the ESOP Plan 2019. The said stock
options vest in a graded manner over a period of 4 years as set out in the option holder’s Stock Option Agreement, subject to minimum period of 12 months between the grant date of the option and the vesting date of the option.

Options granted under the plan are equity settled. The holder of the options is entitled to receive one equity share for 1,000 options. Unvested options are forfeited upon separation.

Number of outstanding options granted under the ESOP plan 2019 as at the period/ year end are as below:

Exercise price As at As at As at As at As at
Financial year per option as June 30, June 30, March 31, March 31, March 31,
on grant date 2024 2023 2024 2023 2022
(in Rs.)
2019-20 0.01 9,89,433 9,95,890 9,89,433 10,22,109 10,41,479
2020-21 0.01 9,10,879 9,63,508 9,11,202 10,02,381 11,10,994
2021-22 0.01 12,36,150 13,59,102 12,41,310 16,95,456 19,35,209
2022-23 0.01 12,92,284 15,42,299 14,48,926 19,01,521 -
2023-24 0.01 5,50,197 5,11,726 5,62,258 - -
2024-25 0.01 3,22,472 -
53,01,415 53,72,525 51,53,129 56,21,467 40,87,682

(ii) Summary of options under the plan:

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Weighted Weighted Weighted Weighted Weighted
average Number of average Number of average Number of average Number of average Number of
exercise options exercise options exercise options exercise options exercise options
price (Rs.) price (Rs.) price (Rs.) price (Rs.) price (Rs.)

Outstanding at the beginning of the period/ year 0.01 51,53,129 0.01 56,21,467 0.01 56,21,467 0.01 40,87,682 0.01 28,05,486
Granted during the period/ year 0.01 3,22,472 0.01 5,15,468 0.01 6,05,966 0.01 20,24,171 0.01 35,30,564
Exercised during the period/ year - - - - - - - - - -
Forfeited during the period/ year - 1,74,185 - 7,64,410 - 10,74,304 - 4,90,386 - 22,48,368
Outstanding at the end of the period/ year 0.01 53,01,415 0.01 53,72,525 0.01 51,53,129 0.01 56,21,467 0.01 40,87,682
Vested and exercisable at the end of the period/ year 0.01 33,22,718 0.01 23,65,096 0.01 29,08,840 0.01 17,18,666 0.01 8,36,055

Forfeiture rate 0-10% 0-10% 0-10% 20% 20%

293
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

21 Employee Stock Option Plan (ESOP) (Contd..)

(iii) Fair value of options granted
For share options granted during the period/ year, the fair value has been determined under the Black Scholes model. The assumptions used in this model for calculating fair value are as below:
Assumptions June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Rs.166.69 to Rs.153.18 to Rs.161.64 to
Fair value of option on the date of grant (in Rs.) Rs. 239.24 Rs. 166.69 Rs.196.60 Rs.163.08 Rs.187.48
Weighted average fair value of option on the date of grant (in Rs.) 239.24 166.69 170.07 155.81 179.24
Exercise price (in Rs.) 0.01 0.01 0.01 0.01 0.01
Risk Free Interest Rate 7.30% 7.30% 7.27% 7.07% 5.70%
Expected Life 3.68 to 4.93 years 3.83 to 5 years 3.93 to 4.68 years 3.99 to 4.75 years 3.99 to 4.75 years

Expected Annual Volatility of Shares 50% 50% 50% 50% 50%

Expected Dividend Yield 0% 0% 0% 0% 0%
o
C) MSOP plan
The shareholders of the Holding Company had consented to a proposed MSOP plan, under which the Holding Company had proposed to grant stock options equivalent to 10,750 equity shares of Re. 1/- each, subject to applicable laws out of
which stock options equivalent to 3,485 equity shares were deemed to be vested immediately on grant date and remaining stock options equivalent to 7,265 equity shares would vest on achievement of a specified valuation event.

The Holding Company had not taken any corporate actions or any other steps including obtaining necessary board and shareholders approvals as required under the Act and applicable rules and issuing grant letter for giving effect to the
commercial understanding with one of the founder director. However, the grant date was established on consent by the shareholders, as there was a shared understanding on the general terms and conditions of the awards.

Considering that the services were already rendered for stock options equivalent to 3,485 equity shares, and considering that the founder director had started rendering the services towards stock options equivalent to 7,265 equity shares, the
Holding Company had recognised the expenses towards such awards under Ind AS 102, Share based payments.

The fair value of the award for 7,265 options has been determined under the Binomial mode. The assumptions used in this model for calculating the fair value are as below:
Assumptions June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022

Fair value of option on the date of grant (in Rs.) - - - - Rs. 167,377.18 and
Rs. 212,332.51
Weighted average fair value of option on the date of grant (in Rs.) - - - - 1,97,758.62
Exercise price (in Rs.) - - - - -
Risk free interest rate - - - - 5.70%
Expected life - - - - 4.59 years
Expected annual volatility of shares - - - - 50%
Weighted average contractual life - - - - 5 years
Expected dividend yield - - - - 0%

The Board of Directors of the Holding Company, on March 19, 2024 passed a resolution to revoke and cancel the above options. As per the requirements of Ind AS 102, this cancellation of the said unvested options, resulted into an accelerated
stock option compensation charge of Rs. 800.45 million has been accounted in the Restated Consolidated Statement of Profit and Loss during the year ended March 31, 2024.

294
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
22 Fair value measurement
(i) Financial instruments by category and fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value through Other Comprehensive Income or fair value through Profit and Loss
and (b) measured at amortised cost and for which fair values are disclosed in the Restated Consolidated Financial Information. To provide an indication about the reliability of the inputs used in determining the fair value, the Group has
classified its financial instruments into the three levels prescribed under the Ind AS. An explanation of each level follows underneath the table.

Details of assets and liabilities that are measured at fair value through profit and loss and on a recurring basis in the Restated Consolidated Statement of Assets and Liabilities.
Particulars Notes Level 2 Level 3 Total
As at June 30, 2024
Financial assets
Investments in mutual fund 5(a) 545.46 - 545.46
Financial liabilities
Other financial liabilities:
- Right to subscribe to CCPS (derivative) 10(c) - - -
As at June 30, 2023
Financial assets
Investments in mutual fund 5(a) 530.02 - 530.02
Financial liabilities
Other financial liabilities:
- Right to subscribe to CCPS (derivative) 10(c) - 485.16 485.16
As at March 31, 2024
Financial assets
Investments in mutual fund 5(a) 444.99 - 444.99
Financial liabilities
Other financial liabilities:
- Right to subscribe to CCPS (derivative) 10(c) - 478.77 478.77
As at March 31, 2023
Financial assets
Investments in mutual fund 5(a) 892.64 - 892.64
Financial liabilities
Other financial liabilities:
- Right to subscribe to CCPS (derivative) 10(c) - 451.41 451.41
As at March 31, 2022
Financial assets
Investments in mutual fund 5(a) 755.40 - 755.40
Financial liabilities
Other financial liabilities:
- Right to subscribe to CCPS (derivative) 10(c) - 418.38 418.38
No financial assets or liabilities are measured at level 1 fair value.

295
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
22 Fair value measurement (Contd..)
Details of significant assets and liabilities that are not measured at fair value in the Restated Consolidated Statement of Assets and Liabilities but disclosure is required:
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Particulars Level Carrying Carrying Carrying Carrying Carrying
Fair value Fair value Fair value Fair value Fair value
amount amount amount amount amount
Financial assets at amortised cost
Investments in bonds (Quoted) 1 - - 888.97 894.10 156.65 157.34 881.56 892.06 1,153.04 1,184.39
Investments in bonds (Unquoted) 2 - - 328.62 328.62 - - 324.50 324.50 424.90 424.90

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes quoted bonds that have quoted price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, mutual funds) is determined using valuation techniques which maximise the use of observable market data and rely as little as
possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There are no transfers between Level 1, Level 2 and Level 3 during the period/ year.
The Group's policy is to recognise transfer into and transfers out of fair value hierarchy levels as at the end of the reporting period.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include;
- The use of available net assets value per unit for investments in mutual funds.
- The Right to subscribe CCPS arrangements with lenders - have been valued using Black Scholes Model. Refer note 10(c) for details of inputs used in the valuation.
(iii) Fair value of financial assets and liabilities measured at amortised cost
The carrying amounts of borrowings and lease liabilities are considered to be the same as their fair values since the rate of interest is at market rate.
For security deposits and inter-corporate deposits, interest rates are evaluated by the Group based on parameters such as interest rates and individual credit worthiness of the counterparty. Fair value of such instruments is not materially
different from their carrying amounts.
The carrying amounts of trade receivables, trade payables, cash and cash equivalents, other bank balances, other financial assets and other financial liabilities are considered to be the same as their fair values, due to their short-term nature.
The fair value is determined base on discounted cash flows using current rate.
23 Capital management

The Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Group’s various classes of debt.

The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust
the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

The Group monitors capital on the basis of the following gearing ratio:
• net debt (total borrowings and lease liabilities net of cash and cash equivalents and liquid investments)
• divided by total ‘equity’ (as shown in the balance sheet).

The Group has complied with loan covenants during and as at the end of the reporting periods.

June 30, June 30, March 31, March 31, March 31,
Particulars
2024 2023 2024 2023 2022
Net (debt)/ cash 170.48 (58.79) 150.29 82.08 (321.49)
Total equity 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Net debt to equity ratio 4.94% -1.76% 4.83% 2.33% -5.49%
Also refer note 24(B)(i) for details of undrawn borrowing facilities at the end of the reporting period.

296
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

24 Financial risk management

The Group's activities expose it to credit risk, liquidity risk and market risk. The following notes explain the source of risk which the entity is exposed to and how the entity manages the risk.
Risk Exposure arising from Measurement Management
Credit risk Cash and cash equivalents, Other bank balances, Ageing analysis, monitoring of credit ratings of Diversification of bank deposits and investment in
trade receivables, loans, inter-corporate deposits, banks and financial institutions. bonds, monitoring aged receivable balances and
security deposits and investment in bonds factoring arrangements with bank and financial
institutions, granting loans on security of assets of the
borrower.
Liquidity risk Borrowings and other liabilities Cash flow forecasts Availability of committed credit lines and borrowing
facilities.
Market risk – interest rate Borrowings at variable rates Sensitivity analysis Monitoring of changes in interest rates
Market risk - securities price risk Current investments Sensitivity analysis Portfolio diversification

A. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. The Group is exposed to credit risks from its operating activities, primarily loans, trade receivables, cash and cash
equivalents, deposits with banks/ financial institutions, inter-corporate deposits, security deposits and investments in bonds.

Based on business environment in which the Group operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based
on actual credit loss experience and considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation of recovery, such as a borrower declaring bankruptcy or a
litigation decided against the Group. The Group continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in Restated Consolidated Statement of Profit and Loss.

Impairment of financial assets

The Group has three types of financial assets that are subject to the expected credit loss model:
a) Trade receivables
b) Loans from lending business carried at amortised cost
c) Security deposits
While cash and cash equivalents are also subject to the impairment requirements of Ind AS 109, the identified impairment loss was immaterial.
(i) Deposits with banks and financial institutions, inter-corporate deposits and cash and cash equivalents
Deposits, inter-corporate deposits and cash and cash equivalents with banks and other financial institutions are considered to be having negligible risk or nil risk, as they are maintained with high rated banks or financial institutions.
Deposits with banks where its outlook changes to negative, the Group reassesses its deposit strategy.

(ii) Investment in bonds

No expected credit loss allowance has been created for investments in bonds as these investments are placed with institutions with high credit rating and hence, carry low credit risk.
(iii) Security deposits
Security deposit paid to customers carry certain amount of credit risk. The Group considers past history of recovery of such deposits, considers whether the Group continues to have transactions with these parties and also future
recoverability basis which a loss allowance is made in the Restated Consolidated Statement of Profit and Loss.

297
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

24 Financial risk management (Contd..)

Reconciliation of net impairment losses for security deposits
As at As at As at As at As at
Particulars June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Opening provision for loss allowance 0.77 58.80 58.80 11.60 -
Add: Additional provision (*) - - 0.77 47.20 11.60
Less: Deposits written off (0.77) - (58.80) - -
Closing provision - 58.80 0.77 58.80 11.60
(*) Relates to discontinued operations.
(iv) Trade receivables
The Group applies the simplified approach to provide for expected credit loss prescribed by Ind AS 109, which permits the use of lifetime expected loss provision for all the trade receivables. Determination of expected credit losses
includes consideration of forward looking information. The loss allowance is determined as follows:
Expected credit loss for trade receivables is computed as per the simplified approach based on ageing of receivables, information about past events, current conditions and forward looking information.
In respect of trade receivables from truck operator services, collection is received within an average of 30-45 days. Historically, such receivables have carried insignificant risk of credit loss. In respect of receivables from customer for
corporate freight business, considering there is a higher risk of credit loss, the Group monitors these separately.
Refer note 36(a)(iv) for receivables from discontinued operations.
Expected credit loss for trade receivables under simplified approach
As at June 30, 2024
Receivables from truck operator services
Unbilled/ Not Less than 6 6 months - 1 More than 3
Ageing 1-2 years 2-3 years Total
due Months year years
Gross carrying amount (A) 190.50 13.97 - - - - 204.47
Expected loss rate 0.00% 1.07% - - - -
Expected credit losses (B) 0.00 0.15 - - - - 0.15
Net carrying amount (A-B) 190.50 13.82 - - - - 204.32
As at June 30, 2023
Receivables from truck operator services
Unbilled/ Not Less than 6 6 months - 1 More than 3
Ageing 1-2 years 2-3 years Total
due Months year years
Gross carrying amount (A) 128.71 11.53 - - - - 140.24
Expected loss rate 0.00% 1.73% - - - -
Expected credit losses (B) 0.00 0.20 - - - - 0.20
Net carrying amount (A-B) 128.71 11.33 - - - - 140.04
Receivables from corporate freight business
Unbilled/ Not Less than 6 6 months - 1 More than 3
Ageing 1-2 years 2-3 years Total
due Months year years
Gross carrying amount (A) 895.89 309.91 64.94 105.04 225.43 229.02 1,830.23
Expected loss rate 2.56% 15.00% 75.47% 100.00% 100.00% 100.00%
Expected credit losses (B) 22.97 46.49 49.01 105.04 225.43 229.02 677.96
Net carrying amount (A-B) 872.92 263.42 15.93 - - - 1,152.27

298
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

24 Financial risk management (Contd..)

As at March 31, 2024
Receivables from truck operator services
Unbilled/ Not Less than 6 6 months - 1 More than 3
Ageing 1-2 years 2-3 years Total
due Months year years
Gross carrying amount (A) 194.55 14.36 - - - - 208.91
Expected loss rate 0.10% 2.09% - - - -
Expected credit losses (B) 0.20 0.30 - - - - 0.50
Net carrying amount (A-B) 194.35 14.06 - - - - 208.41

As at March 31, 2023

Receivables from truck operator services
Unbilled/ Not Less than 6 6 months - 1 More than 3
Ageing 1-2 years 2-3 years Total
due Months year years
Gross carrying amount (A) 115.71 22.39 - - - - 138.10
Expected loss rate 0.00% 0.00% - - - -
Expected credit losses (B) 0.00 0.00 - - - - 0.00
Net carrying amount (A-B) 115.71 22.39 - - - - 138.10

Receivables from corporate freight business

Unbilled/ Not Less than 6 6 months - 1 More than 3
Ageing 1-2 years 2-3 years Total
due Months year years
Gross carrying amount (A) 998.35 138.84 80.90 306.40 51.00 207.90 1,783.39
Expected loss rate 2.60% 17.45% 50.00% 100.00% 100.00% 100.00%
Expected credit losses (B) 25.95 24.23 40.45 306.40 51.00 207.90 655.93
Net carrying amount (A-B) 972.40 114.61 40.45 - - - 1,127.46

As at March 31, 2022

Receivables from truck operator services
Unbilled/ Not Less than 6 6 months - 1 More than 3
Ageing 1-2 years 2-3 years Total
due Months year years
Gross carrying amount (A) 182.91 13.52 - - - - 196.43
Expected loss rate 0.00% 0.01% - - - -
Expected credit losses (B) 0.00 0.00 - - - - 0.00
Net carrying amount (A-B) 182.91 13.52 - - - - 196.43

Receivables from corporate freight business

Unbilled/ Not Less than 6 6 months - 1 More than 3
Ageing 1-2 years 2-3 years Total
due Months year years
Gross carrying amount (A) 893.99 573.88 499.80 466.50 396.10 476.10 3,306.37
Expected loss rate 1.20% 2.05% 20.00% 77.75% 100.00% 100.00%
Expected credit losses (B) 10.77 11.77 99.96 362.70 396.10 476.10 1,357.40
Net carrying amount (A-B) 883.22 562.11 399.84 103.80 - - 1,948.97

299
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

24 Financial risk management (Contd..)

Reconciliation of loss allowance provision on trade receivables June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Opening provision for loss allowance 186.29 655.93 655.93 1,357.40 1,389.90
Add: Increase in loss allowance during the period/ year
- Discontinued operations 26.55 22.03 238.40 401.70 314.80
- Continuing operations (0.35) 0.20 0.50 0.00 0.00
Less: Write off on discontinued operations - - (708.54) (1,103.17) (347.30)
212.49 678.16 186.29 655.93 1,357.40
Less: Transferred to assets classified as held for sale (Refer note 36(a)(iv)) (212.34) - (185.79) - -
Closing provision for loss allowance 0.15 678.16 0.50 655.93 1,357.40

(v) Loans
The subsidiary, BlackBuck Finserve Private Limited is engaged in the business of providing loans and access to credit to the truck operators.

Credit risk is the risk that a customer will default on its contractual obligations resulting in financial loss to the Group. The Group’s primary strategy is focused on lending to retail customers and therefore credit risk is the principal risk
associated with the business.
The Group considers a financial instrument defaulted and therefore Stage 3 (credit-impaired) for ECL calculations in all cases when the borrower becomes 90 days past due on its contractual payments.

As a part of a qualitative assessment of whether a customer is in default, the Group also considers a variety of instances that may indicate unlikeliness to pay. When such events occur, the Group carefully considers whether the event
should result in treating the customer as defaulted and therefore assessed as Stage 3 for ECL calculations or whether Stage 2 is appropriate. It is the Group’s policy to consider a financial instrument upgradation from stage 3 when the
entire arrears of interest and principal has been paid for all facilities availed. The Group has estimated a loss allowance provision of 0.40% on its portfolio on such loans as at March 31, 2024 and 0.40% on its portfolio on such loans as at
June 30, 2024.

Refer note 5(e) for the Group's policy on ECL on loans provided.
The below disclosure is not applicable for the three months period ended June 30, 2023 and for the years ended March 31, 2023 and March 31, 2022, since the subsidiary has received a non-deposit-taking NBFC license on August 01,
2023 and commenced operations in October 2023. Refer note 1.
Days past due based method implemented by Group for credit quality analysis of loans
The table below shows the credit quality and the maximum exposure to credit risk based on the days past due and year-end stage classification of Loans. The amounts presented are gross of impairment allowances. Refer note 5(e) for
stages of considering the ECL provision.

Outstanding Gross Loans As at June 30, 2024 As at March 31, 2024

Count Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
Days past due
Zero overdue 236 135.96 - - 135.96 121.00 - - 121.00
1-29 days 18 9.64 - - 9.64 8.86 - - 8.86
30-59 days 3 - 1.88 - 1.88 - 1.77 - 1.77
60-89 days 1 - 1.26 - 1.26 - 0.43 - 0.43
More than 90 days 0 - - - - - - - -
258 145.60 3.14 - 148.74 129.86 2.20 - 132.06

300
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

24 Financial risk management (Contd..)

Impairment allowance on loans As at June 30, 2024 As at March 31, 2024

Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
Days past due
Zero overdue 0.55 - - 0.55 0.50 - - 0.50
1-29 days 0.03 - - 0.03 0.03 - - 0.03
30-59 days - 0.01 - 0.01 - 0.01 - 0.01
60-89 days - 0.01 - 0.01 - 0.00 - 0.00
More than 90 days - - - - - - - -
0.58 0.02 - 0.60 0.53 0.01 - 0.54

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Loans
- Amortised Cost 148.74 - 132.06 - -
Less : Impairment Allowance (0.60) - (0.54) - -
148.14 - 131.52 - -
Reconciliation of net impairment losses for loans
Opening provision for loss allowance 0.54 - - - -
Add: Provision during the period/ year 0.06 - 0.54 - -
Closing provision 0.60 - 0.54 - -

Collateral and other credit enhancements

The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. The Group secures the loans disbursed against collateral of commercial vehicles.
The table represents categories of collaterals available against the loan exposures:
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2023
Categories of collaterals available
Financial assets
Loans
Term loans changes over commercial vehicles 223.20 - 192.95 - -
223.20 - 192.95 - -
Assets obtained by taking possession of collateral
No assets were obtained by taking in possession any collateral for the period ended June 30, 2024 and year ended March 31, 2024. The loans are secured.

301
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

24 Financial risk management (Contd..)

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2023
(vi) Net impairment losses on financial assets
Expected credit loss on trade receivables 26.20 22.23 238.90 401.70 314.80
Impairment allowance for security deposits - - 0.77 47.20 11.60
Loss allowance on loan 0.06 - 0.54 - -
Less: Pertaining to discontinued operations [Refer note 36(a)(ii)] (26.55) (22.03) (238.40) (448.90) (326.40)
(0.29) 0.20 1.81 - -

B. Liquidity risk
The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management implies maintenance of sufficient cash
including availability of funding through an adequate amount of committed credit facilities to meet the obligations as and when due.

The Group manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet its short term and long term liabilities as and when due. Anticipated future cash flows, undrawn committed credit facilities are
expected to be sufficient to meet the liquidity requirements of the Group. The Group has a credit facility of Rs. 4,380.00 million (June 30, 2023: Rs. 4,010.00 million; March 31, 2024: Rs. 4,120.00 million; March 31, 2023: Rs. 3,401.80
million; March 31, 2022: Rs. 3,800.00 million) in the form of bills discounting and overdraft facility. The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.

(i) Financing arrangements

The Group had access to the following undrawn borrowing facilities at the end of the reporting period: As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
- Expiring within one year (bank overdraft and other facilities) 2,793.35 2,429.24 2,382.65 2,133.60 2,340.93

(ii) Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Contractual maturities of financial
Less than More than Less than More than Less than More than Less than More than Less than More than
liabilities
1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year
Borrowings (includes interest payments) 1,587.61 23.61 1,580.84 - 1,713.34 30.83 1,658.36 - 1,869.00 132.35
Trade payables 118.73 - 178.24 - 148.07 - 161.01 - 270.98 -
Lease liabilities 33.26 81.66 41.85 114.92 36.10 89.46 28.90 119.80 24.17 -
Salaries, wages and bonus payable 12.97 - 16.57 - 32.34 - 45.95 - 34.31 -
Customer deposits 104.22 - 42.64 - 104.76 - 39.11 - 25.70 -
Right to subscribe to CCPS - - 485.16 - 478.77 - 451.41 - 418.38 -
Other payables 28.08 - 5.39 - 19.93 - - - - -
Total Financial liabilities 1,884.87 105.27 2,350.69 114.92 2,533.31 120.29 2,384.74 119.80 2,642.54 132.35

302
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

24 Financial risk management (Contd..)

C. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as equity price
risk. The Group's treasury team manages the market risk, which evaluates and exercises independent control over the entire process of market risk management. The Group does not have any significant foreign currency transactions and
hence is not exposed to the foreign currency risks.
(i) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. Certain short term borrowings of the Group carry variable rates of interest. Hence, the
Group is subject to interest rate risk on such borrowings. Refer note below for disclosure of interest rate disclosure.
(a) Interest rate risk exposure
As at the end of reporting period, the Group had the following variable rate of borrowings outstanding:

June 30, 2024 % total June 30, 2023 % total March 31, 2024 % total March 31, 2023 % total March 31, 2022 % total
borrowings borrowings borrowings borrowings borrowings
Term loan/ working capital term loan 42.66 2.65% - 0.00% 47.12 2.71% - 0.00% 165.00 8.29%
Net exposure to cash flow interest rate risk 42.66 2.65% - 0.00% 47.12 2.71% - 0.00% 165.00 8.29%
Weighted average interest rate 11.50% 8.95% 11.50% 8.95% 8.95%

(b) Sensitivity *
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
Impact on profit after tax
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Interest rate - Increase by 100 basis points (June 30, 2023: 100 basis points; March 31, 2024: 100 basis points; March 31, 2023: 100 basis
0.01 - 0.01 0.12 1.37
points; March 31, 2022: 100 basis points)
Interest rate - Decrease by 100 basis points (June 30, 2023: 100 basis points; March 31, 2024: 100 basis points; March 31, 2023: 100 basis
(0.01) - (0.01) (0.12) (1.37)
points; March 31, 2022: 100 basis points)
*Holding all variables constant

(ii) Securities price risk

The Group’s exposure to price risk arises from investments held and classified in the consolidated balance sheet as fair value through profit or loss. To manage the price risk arising from investments, the Group diversifies its portfolio of
assets in the form of investing in short and long term deposits and diversified mutual funds.
Sensitivity
Below is the sensitivity of profit or loss on account of investments in mutual funds. The analysis is based on the assumption that NAV has increased/ decreased by 5% with all other variables held constant, and that all the Group's
instruments moved in line with the NAV.

Impact on loss after tax

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Mutual funds
NAV rate - Increase by 5% (June 30, 2023: 5%; March 31, 2024: 5%; March 31, 2023: 5%; March 31, 2022: 5%) 27.27 26.50 22.25 44.63 37.77
NAV rate - Decrease by 5% (June 30, 2023: 5%; March 31, 2024: 5%; March 31, 2023: 5%; March 31, 2022: 5%) (27.27) (26.50) (22.25) (44.63) (37.77)

303
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

25 Interest in other entities

a) Subsidiaries
The Group's subsidiaries are set out below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by the Holding Company and proportion of ownership interests
held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business:

Name of entity Principal activities Ownership interest held by the Group

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
TZF Logistics Solutions Private Limited, India Logistics services 100.00% 100.00% 100.00% 100.00% 100.00%
BlackBuck Finserve Private Limited, India Financial services 100.00% 100.00% 100.00% 100.00% 100.00%
Blackbuck Poland Spółka z, Poland [Refer note (i) below] Logistics services - - - - 100.00%
Blackbuck Netherlands B.V, Netherlands [Refer note (ii) below] Logistics services - - - 100.00% 100.00%
ZZ Logistics Solutions Private Limited, India
Logistics services 100.00% - 100.00% - -
(Incorporated on February 02, 2024)

There were no ownership interests held by non controlling shareholders during the reporting period or the prior periods.
Notes:
(i) Pursuant to an agreement dated December 30, 2022 the Group sold its subsidiary, Blackbuck Poland Spółka z, Poland with effect from August 31, 2022 at PLN 8.45 per share to a third party and accordingly
it has recognised a loss of Rs. 39.70 million on sales of net assets in the subsidiary under other gain/loss of the discontinued operations. Refer note 36(b).
(ii) On June 12, 2023, the Group liquidated its wholly owned subsidiary, Blackbuck Netherlands B.V., Netherland and accordingly it has recognised a loss of Rs. 0.53 million on liquidation of net assets under
other gain/ losses (Refer note 20). Consequently, the related foreign currency translation reserve of Rs. 0.76 million has been reclassified to profit and loss.

b) Additional information, as required under schedule III of the Companies Act, 2013
June 30, 2024
Net assets Share in profit or loss Share in other comprehensive income Share in total comprehensive income

As a % of Amount As a % of Amount As a % of Amount As a % of Amount

consolidated net consolidated profit consolidated OCI consolidated TCI
assets or loss

Holding Company
Zinka Logistics Solution Limited 99.63% 3,437.01 98.54% 282.52 100.00% (0.53) 98.53% 281.99

Subsidiaries
TZF Logistics Solutions Private Limited 1.73% 59.82 0.38% 1.09 0.00% - 0.38% 1.09
BlackBuck Finserve Private Limited 3.28% 113.07 0.57% 1.63 0.00% - 0.57% 1.63
Blackbuck Netherlands B.V 0.00% - 0.00% - 0.00% - 0.00% -
ZZ Logistics Solutions Private Limited 0.00% 0.07 -0.01% (0.04) 0.00% - -0.01% (0.04)
Add/ (Less): Consolidation adjustments -4.64% (160.18) 0.52% 1.52 0.00% - 0.53% 1.52

Total 100.00% 3,449.79 100.00% 286.72 100.00% (0.53) 100.00% 286.19

304
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

25 Interest in other entities (Contd..)

June 30, 2023

Net assets Share in profit or loss Share in other comprehensive income Share in total comprehensive income

As a % of Amount As a % of Amount As a % of Amount As a % of Amount

consolidated net consolidated profit consolidated OCI consolidated TCI
assets or loss

Holding Company
Zinka Logistics Solution Private Limited 99.81% 3,328.99 100.95% (362.81) 100.00% 0.21 100.95% (362.60)

Subsidiaries
TZF Logistics Solutions Private Limited 0.00% 0.23 0.02% (0.07) 0.00% - 0.02% (0.07)
BlackBuck Finserve Private Limited 3.25% 108.38 0.07% (0.25) 0.00% - 0.07% (0.25)
ZZ Logistics Solutions Private Limited 0.00% - 0.00% - 0.00% - 0.00% -
Blackbuck Netherlands B.V 0.00% - 0.00% - 0.00% - 0.00% -
Add/ (Less): Consolidation adjustments -3.06% (102.17) -1.04% 3.74 0.00% - -1.04% 3.74

Total 100.00% 3,335.43 100.00% (359.39) 100.00% 0.21 100.00% (359.18)

March 31, 2024

Net assets Share in profit or loss Share in other comprehensive income Share in total comprehensive income
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
consolidated net consolidated profit consolidated OCI consolidated TCI
assets or loss

Holding Company
Zinka Logistics Solution Private Limited 99.66% 3,102.31 100.28% (1,944.97) 100.00% 2.39 100.28% (1,942.58)

Subsidiaries
TZF Logistics Solutions Private Limited 1.89% 58.73 0.08% (1.48) 0.00% - 0.08% (1.48)
BlackBuck Finserve Private Limited 3.58% 111.44 -0.15% 2.81 0.00% - -0.15% 2.81
ZZ Logistics Solutions Private Limited 0.00% 0.07 0.00% (0.03) 0.00% - 0.00% (0.03)
Blackbuck Netherlands B.V 0.00% - 0.00% - - -0.01% -
Add/ (Less): Consolidation adjustments -5.13% (159.62) -0.21% 4.18 0.00% - -0.21% 4.18

Total 100.00% 3,112.93 100.00% (1,939.49) 100.00% 2.39 100.00% (1,937.10)

305
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

25 Interest in other entities (Contd..)

March 31, 2023

Net assets Share in profit or loss Share in other comprehensive income Share in total comprehensive income

As a % of Amount As a % of Amount As a % of Amount As a % of Amount

consolidated net consolidated profit consolidated OCI consolidated TCI
assets or loss

Holding Company
Zinka Logistics Solution Private Limited 99.83% 3,520.74 102.30% (2,971.73) 109.87% 2.56 102.29% (2,969.17)

Subsidiaries
TZF Logistics Solutions Private Limited 0.01% 0.30 -0.03% 0.90 0.00% - -0.03% 0.90
BlackBuck Finserve Private Limited 3.08% 108.63 -0.12% 3.60 0.00% - -0.12% 3.60
Blackbuck Poland Spółka z 0.00% - 0.81% (23.40) 0.00% - 0.81% (23.40)
Blackbuck Netherlands B.V 0.15% 5.25 -0.04% 1.20 0.00% - -0.04% 1.20
Add/ (Less): Consolidation adjustments -3.07% (108.28) -2.92% 84.45 -9.87% (0.23) -2.91% 84.22

Total 100.00% 3,526.64 100.00% (2,904.98) 100.00% 2.33 100.00% (2,902.65)

March 31, 2022

Net assets Share in profit or loss Share in other comprehensive income Share in total comprehensive income

As a % of Amount As a % of Amount As a % of Amount As a % of Amount

consolidated net consolidated profit consolidated OCI consolidated TCI
assets or loss
Holding Company
Zinka Logistics Solution Private Limited 101.03% 5,911.23 103.11% (2,934.28) 20.88% (0.37) 103.06% (2,934.65)

Subsidiaries
TZF Logistics Solutions Private Limited -0.01% (0.55) -0.60% 17.08 0.00% - -0.60% 17.08
BlackBuck Finserve Private Limited 0.94% 55.05 -0.05% 1.36 0.00% - -0.05% 1.36
Blackbuck Poland Spółka z -2.78% (162.70) 1.46% (41.50) 0.00% - 1.46% (41.50)
Blackbuck Netherlands B.V 0.10% 5.60 0.07% (1.90) 0.00% - 0.07% (1.90)
Add/ (Less): Consolidation adjustments 0.72% 42.13 -3.99% 113.60 79.12% (1.41) -3.94% 112.19

Total 100.00% 5,850.76 100.00% (2,845.64) 100.00% (1.78) 100.00% (2,847.42)

306
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

26 Related party disclosure

(a) Names of related parties and description of relationship:
Description of relationship Names of related parties
(i) Wholly owned subsidiaries TZF Logistics Solutions Private Limited
Blackbuck Finserve Private Limited
Blackbuck Poland Spółka z (up to August 31, 2022)
Blackbuck Netherlands B.V (up to June 12, 2023)
ZZ Logistics Solutions Private Limited (from February 16, 2024)
(ii) Key management personnel
Directors
Executive Director: Balasubramaniam Ramasubramaniam
Rajesh Kumar Yabaji Naidu
Chanakya Hridaya
Non-Executive Independent Director: Kaushik Dutta (From January 8, 2024)
Niraj Singh (From April 10, 2024)
Hardika Shah (From April 10, 2024)
Rajamani Muthuchamy (From April 10, 2024)

Chief Financial Officer: Satyakam G N (From June 26, 2024)

Company Secretary: Barun Pandey (From June 26, 2024)

Nominee Director: Anand Daniel [Refer note (A) below]

Ruchira Shukla (Upto January 30, 2023) [Refer note (A) below]

(b) Transactions during the period/ year and balances outstanding after eliminating those within the group
(i) Transactions during the period/ year
For the three For the three
months period months period For the year For the year For the year
ended ended ended ended ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Key management personnel compensation [Refer note (C) below]

Short term employment benefit 12.61 15.00 60.08 59.84 37.34

Balasubramaniam Ramasubramaniam 2.50 5.00 20.13 19.94 12.45
Rajesh Kumar Yabaji Naidu 5.00 5.00 20.02 19.95 12.44
Chanakya Hridaya 5.00 5.00 19.94 19.94 12.44
Satyakam G N 0.08 - - - -
Barun Pandey 0.03 - - - -

Post employment benefit 0.03 0.03 0.06 0.06 0.06

Balasubramaniam Ramasubramaniam 0.01 0.01 0.02 0.02 0.02
Rajesh Kumar Yabaji Naidu 0.01 0.01 0.02 0.02 0.02
Chanakya Hridaya 0.01 0.01 0.02 0.02 0.02
Satyakam G N - - - - -
Barun Pandey - - - - -

Reimbursement of expense - - 0.07 1.12 0.06

Balasubramaniam Ramasubramaniam - - - 0.19 -
Chanakya Hridaya - - - 0.43 0.00
Rajesh Kumar Yabaji Naidu - - 0.07 0.49 0.06
Satyakam G N - - - - -
Barun Pandey - - - - -

Remuneration to non-executive directors (including sitting fees) 1.30 - 1.00 - -

Kaushik Dutta 1.00 - 1.00 - -
Rajamani Muthuchamy 0.25 - - - -
Hardika Shah 0.03 - - - -
Niraj Singh 0.03 - - - -

Advance to employees (adjusted fully during the period/ year)

Salary advances to Key Management Personnel - - 9.90 - -
Balasubramaniam Ramasubramaniam - - 9.90 - -

307
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

26 Related party disclosure (Contd..)

For the three For the three
months period months period For the year For the year For the year
ended ended ended ended ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(ii) Balances outstanding
Blackbuck Netherlands B.V [Refer note (D) below]
Other receivables 4.67 4.73 4.73 - -

Remuneration payable to non-executive directors (including

sitting fees) 1.30 - 1.00 - -
Kaushik Dutta 1.00 - 1.00 - -
Rajamani Muthuchamy 0.25 - - - -
Hardika Shah 0.03 - - - -
Niraj Singh 0.03 - - - -

(c) (i) Transactions including those within the Group

Key management personnel compensation
[Refer note (C) below]
Short term employment benefit 12.61 15.00 60.08 59.84 37.34
Balasubramaniam Ramasubramaniam 2.50 5.00 20.13 19.94 12.45
Rajesh Kumar Yabaji Naidu 5.00 5.00 20.02 19.95 12.44
Chanakya Hridaya 5.00 5.00 19.94 19.94 12.44
Satyakam G N 0.08 - - - -
Barun Pandey 0.03 - - - -

Post employment benefit 0.03 0.03 0.06 0.06 0.06

Balasubramaniam Ramasubramaniam 0.01 0.01 0.02 0.02 0.02
Rajesh Kumar Yabaji Naidu 0.01 0.01 0.02 0.02 0.02
Chanakya Hridaya 0.01 0.01 0.02 0.02 0.02
Satyakam G N - - - - -
Barun Pandey - - - - -

Reimbursement of expense - - 0.07 1.12 0.06

Balasubramaniam Ramasubramaniam - - - 0.19 -
Chanakya Hridaya - - - 0.43 0.00
Rajesh Kumar Yabaji Naidu - - 0.07 0.49 0.06
Satyakam G N - - - - -
Barun Pandey - - - - -

Remuneration to non-executive directors (including sitting fees) 1.30 - 1.00 - -

Kaushik Dutta 1.00 - 1.00 - -
Rajamani Muthuchamy 0.25 - - - -
Hardika Shah 0.03 - - - -
Niraj Singh 0.03 - - - -

Expenses incurred on behalf of subsidiary

Blackbuck Netherlands B.V - - - 0.85 2.54
TZF Logistics Solution Private Limited - - - 2.48 0.07
Blackbuck Finserve Private Limited - - - 0.00 0.68

Services revenue
Blackbuck Finserve Private Limited 0.46 - 2.40 - -

Equity investment made in subsidiaries

Blackbuck Netherlands B.V - - - - 8.40
TZF Logistics Solution Private Limited - - 59.90 - -
Blackbuck Finserve Private Limited - - - 50.00 0.00
ZZ Logistics Solutions Private Limited - - 0.10 - -

Loans given to subsidiaries

Blackbuck Poland Spółka z - - - 69.99 65.37
TZF Logistics Solution Private Limited - - - 2.00 0.00

Impairment allowance on loan to subsidiary (provision)

Blackbuck Poland Spółka z - - - - 106.00
TZF Logistics Solution Private Limited - - (2.00) 2.00 -

Interest income from loan to subsidiary

Blackbuck Poland Spółka z - - - 4.50 6.77
TZF Logistics Solution Private Limited 0.03 0.07 0.26 - -

308
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

26 Related party disclosure (Contd..)

(c) (i) Transactions including those within the Group (Contd..)
For the three For the three
months period months period For the year For the year For the year
ended ended ended ended ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Loan to subsidiary and interest accrued on loan to subsidiary
written off
TZF Logistics Solution Private Limited - - - - 18.99

Guarantees issued on behalf of subsidiary

Blackbuck Poland Spółka z - - - 44.40 96.50
Blackbuck Finserve Private Limited - - 50.00 - -

Advance to employees (adjusted fully during the period/ year)

Salary advances to Key Management Personnel - - 9.90 - -
Balasubramaniam Ramasubramaniam - - 9.90 - -

Equity shares issued by the subsidiary upon conversion of loan to

subsidiary
Blackbuck Poland Spółka z - - - 246.10 -

(ii) Transactions between the Holding Company and its subsidiaries eliminated during the period/ year [Refer note (G) below]

For the three For the three

months period months period For the year For the year For the year
ended ended ended ended ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Blackbuck Netherlands B.V
Expenses incurred on behalf of subsidiary - - - 0.85 2.54
Equity investment made in subsidiaries - - - - 8.40

TZF Logistics Solution Private Limited

Expenses incurred on behalf of subsidiary - - - 2.48 0.07
Equity investment made in subsidiaries - - 59.90 - -
Loans given to subsidiaries - - - 2.00 -
Impairment allowance on loan to subsidiary (provision) - - (2.00) 2.00 -
Interest income from loan to subsidiary 0.03 0.07 0.26 - -
Loan to subsidiary and interest accrued on loan to subsidiary written
off - - - - 18.99

Blackbuck Finserve Private Limited

Expenses incurred on behalf of subsidiary - - - - 0.68
Services revenue 0.46 - 2.40 - -
Equity investment made in subsidiaries - - - 50.00 -
Guarantees issued on behalf of subsidiary 50.00 - 50.00 - -

ZZ Logistics Solutions Private Limited

Equity investment made in subsidiaries - - 0.10 - -

Blackbuck Poland Spółka z

Loans given to subsidiaries - - - 69.99 65.37
Impairment allowance on loan to subsidiary (provision) - - - - 106.00
Interest income from loan to subsidiary - - - 4.50 6.77
Equity shares issued by the subsidiary upon conversion of loan to
subsidiary - - - 246.10 -
Guarantees issued on behalf of subsidiary - - - 44.40 96.50

309
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

26 Related party disclosure (Contd..)

(d) Balances with related parties at the year end
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(i) Balances including those outstanding within the Group
Loan to subsidiary
TZF Logistics Solutions Private Limited - 2.00 2.00 2.00 0.00
Blackbuck Poland Spółka z - - - - 182.84

Interest accrued on loan to subsidiary

TZF Logistics Solutions Private Limited 0.03 0.07 0.26 - -
Blackbuck Poland Spółka z - - - - 1.90

Trade receivables
Blackbuck Finserve Private Limited 3.13 - 2.59 - -

Remuneration payable to non-executive directors (including

sitting fees)
Kaushik Dutta 1.00 - 1.00 - -
Rajamani Muthuchamy 0.25 - - - -
Hardika Shah 0.03 - - - -
Niraj Singh 0.03 - - - -

Other receivables
TZF Logistics Solutions Private Limited - 2.55 - 2.48 0.00
Blackbuck Netherlands B.V (Refer note (D) below) 4.67 4.73 4.73 - -

Other payable
TZF Logistics Solutions Private Limited 0.05 - - - -

Guarantees issued on behalf of subsidiary

Blackbuck Poland Spółka z - - - - 96.50
Blackbuck Finserve Private Limited 50.00 - 50.00 - -
Loss allowance on loan to subsidiaries (provision)
Blackbuck Poland Spółka z - - - - 106.00
TZF Logistics Solutions Private Limited - 2.00 - 2.00 -
(ii) Balances outstanding within the Group eliminated during the period/ year [Refer note (G) below]
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
TZF Logistics Solutions Private Limited
Loan to subsidiary - 2.00 2.00 2.00 -
Interest accrued on loan to subsidiary 0.03 0.07 0.26 - -
Other receivables - 2.55 - 2.48 -
Loss allowance on loan to subsidiaries (provision) - 2.00 - 2.00 -
Other payable 0.05 - - - -
Blackbuck Poland Spółka z
Loan to subsidiary - - - - 182.84
Interest accrued on loan to subsidiary - - - - 1.90
Loss allowance on loan to subsidiaries (provision) - - - - 106.00
Guarantees issued on behalf of subsidiary - - - - 96.50
Blackbuck Finserve Private Limited
Trade receivables 3.13 - 2.59 - -
Guarantees issued on behalf of subsidiary 50.00 - 50.00 - -
Notes:
(A) No transactions during the period/ year.
(B) All related party transactions are inclusive of discontinued operations and assets and liabilities held for sale.
(C) Excludes employee share based expense recognised pertaining to MSOP plan which has been cancelled in the financial year ended March 31, 2024 amounting to Rs. Nil
(June 30, 2023: Rs. 77.12 million; March 31, 2024: Rs. 1,108.98 million; March 31, 2023: Rs. 308.50 million; March 31, 2022: Rs. 708.44 million) and includes value of
perquisites as per income tax rules.
(D) Receivable from subsidiary, pending repatriations on liquidation of Blackbuck Netherlands B.V.
(E) All related party transactions entered during the period/ year were in ordinary course of business and at arms length price.
(F) All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
(G) The disclosure is as per Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations.

310
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
27 Segment information
Accounting policy
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). Chairman, Managing Director
and Chief Executive Officer is identified as CODM who assesses the financial performance and position of the Group, and makes strategic decisions.
The Group is engaged in providing services to empower truck operators and corporates to efficiently manage their business and maximise their earnings through logistics
technology platforms ("Truck operator services"). Further, Blackbuck Finserve Private Limited (a subsidiary) has received a non-banking financial company license on
August 01, 2023 and commenced "Lending business" in October 2023. Accordingly, Group's business activity primarily falls within two operating segments during the
financial year ended March 31, 2024 and three months period ended June 30, 2024 and segment wise disclosure has been presented below. All the revenues are generated
from the customers located in India. None of the non-current assets are held by the Group outside India during the current financial year. During the prior periods including
three months period ended June 30, 2023, the Group's business activity falls within a single operating segment, i.e., truck operator services and segment wise disclosure is
not applicable.
Total revenue includes Rs. 300.60 million (June 30, 2023: Rs. 240.30 million; March 31, 2024: Rs. 995.11 million; March 31, 2023: Rs. 698.16 million; March 31, 2022:
Rs. 641.31 million) from one customer (June 30, 2023: one customer; March 31, 2024: one customer; March 31, 2023: one customer; March 31, 2022: one customer) who
individually contributed more than 10% of the total revenue of current financial year.
The CODM primarily uses a measure of Adjusted EBITDA(as defined below) to assess the performance of the operating segments. The CODM also receives information
about the segments’ revenue and assets/ liabilities.
Adjusted EBITDA
Adjusted EBITDA refers to restated profit/ (loss) before exceptional item and tax from continuing operations adjusted for (a) depreciation and amortisation; (b) finance
cost; (c) employee share-based payment expenses; and (d) other gains/ losses (net).
Segment revenue
Sales between segments are carried out at arm’s length and are eliminated on consolidation. The segment revenue is measured in the same way as in the Restated
Consolidated Statement of Profit and Loss.
Segment assets
Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of
the asset.
Segment liabilities
Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of the segment.

For the three months period ended June 30, 2024

Inter
Truck Operator
Particulars Lending business Total Segment/ Consolidated
Services (*)
Eliminations
(I) Segment revenue
External sales 914.06 - 914.06 - 914.06
External interest income - 7.60 7.60 - 7.60
Total revenue from continuing operations 914.06 7.60 921.66 - 921.66
(II) Adjusted EBITDA 177.49 5.06 182.55 - 182.55
Less: Finance costs (7.64) - (7.64)
Less: Depreciation and amortisation expense (69.49) - (69.49)
Less: Employee shared-based payment expense (37.38) - (37.38)
Add/ Less: Other gains/ (losses) - net 0.05 - 0.05
Restated Profit/ (Loss) before exceptional items
and tax from continuing operations
Exceptional item (256.23) - (256.23)
Restated Profit/ (Loss) before tax from 324.32 - 324.32
continuing operations
Less: Current tax (0.54) (0.54)
Restated profit/ (loss) after taxes from 323.78 323.78
continuing operations
(III) Other Information
Segment assets 5,504.61 223.23 5,727.84 3.15 5,724.69
Reconciliation with total assets
Add: Assets classified as held for sale 569.40
Total assets 6,294.09
Segment liabilities 2,759.93 49.73 2,809.66 - 2,809.66
Reconciliation with total liabilities
Add: Liabilities directly associated with assets
34.64
classified as held for sale
Total liabilities 2,844.30

311
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CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

27 Segment information (Contd..)

For the year ended March 31, 2024

Inter
Truck Operator
Particulars Lending business Total Segment/ Consolidated
Services (*)
Eliminations
(I) Segment revenue
External sales 2,963.80 - 2,963.80 2.36 2,961.44
External interest income - 7.78 7.78 - 7.78
Total revenue from continuing operations 2,963.80 7.78 2,971.58 2.36 2,969.22
(II) Adjusted EBITDA 129.49 3.86 133.35 - 133.35
Less: Finance costs (27.95) - (27.95)
Less: Depreciation and amortisation expense (253.35) - (253.35)
Less: Employee shared-based payment expense (1,495.10) - (1,495.10)
Less: Other gains/ (losses) - net (26.05) - (26.05)
Restated profit/ (loss) before taxes (1,669.10) (1,669.10)
from continuing operations
Less: Current tax (0.76) (0.76)
Restated profit/ (loss) after taxes from (1,669.86) (1,669.86)
continuing operations
(III) Other Information
Segment assets 5,683.09 163.96 5,847.05 2.55 5,844.50
Reconciliation with total assets
Add: Assets classified as held for sale 698.71
Total assets 6,543.21
Segment liabilities 3,346.46 52.08 3,398.54 - 3,398.54
Reconciliation with total liabilities
Add: Liabilities directly associated with assets
31.74
classified as held for sale
Total liabilities 3,430.28
* Does not include amounts relating to discontinued operations, since the CODM does not review financial information relating to the results of such operations. Refer note
36.

(a) Additional disclosure as required by Ind AS 108

For the three months For the three months

period ended period ended For the year ended For the year ended For the year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Revenue from continuing operations
Within India 921.66 594.67 2,969.22 1,756.80 1,193.26
Outside India - - - - -
Total 921.66 594.67 2,969.22 1,756.80 1,193.26

(b) Total assets

Within India 6,294.09 6,440.97 6,543.21 6,533.72 8,752.23
Outside India - - - 8.80 244.60
Total 6,294.09 6,440.97 6,543.21 6,542.52 8,996.83

(c) Total liabilities

Within India 2,844.30 3,105.54 3,430.28 3,012.81 2,744.37
Outside India - - - 3.07 401.70
Total 2,844.30 3,105.54 3,430.28 3,015.88 3,146.07

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

28 Commitments As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Capital commitments - - 13.02 - -
Other commitments 0.79 - 3.72 - -
0.79 - 16.74 - -

The above commitments include capital expenditure commitments of Rs. Nil (June 30, 2023: Rs. Nil; March 31, 2024: Rs. 13.02 million ; March 31, 2023: Rs. Nil; March 31, 2022:
Rs. Nil) relating to the purchase of telematic devices and other commitments relating to loans sanctioned by the Group but pending to be disbursed of Rs. 0.79 million (June 30,
2023: Rs. Nil; March 31, 2024: Rs. 3.72 million ; March 31, 2023: Rs. Nil; March 31, 2022: Rs. Nil) .
Refer note 37(ix) for other accounting policies.
29 Leases
Accounting policy

The Group’s lease asset classes primarily consist of leases for office premises. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the
right to control the use of an identified asset, the Group assesses whether:
(i) the contact involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the
Group has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee,
except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as
an operating expense on a straight-line basis over the term of the lease
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is
reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the
commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses,
if any.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right-of-use assets
are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that
are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not
readily determinable, using the incremental borrowing rates in the country of domicile of these leases.
Lease liabilities are remeasured with a corresponding adjustment to the related right-of-use asset if the Group changes its assessment if whether it will exercise an extension or a
termination option.

Lease liability and ROU asset have been separately presented in the Restated Consolidated Statement of Assets and Liabilities and lease payments have been classified as financing
cash flows in the Restated Consolidated Statement of Cash Flows.
Refer note 37(x) for other accounting policies.
Rental contracts for leases of office premises and residential accommodations are typically entered for fixed periods of 11 months to 5 years, but may have extension options as
explained below.

(a) Amount recognised in Restated Consolidated Statement of Assets and Liabilities

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Right-of-use assets
Buildings 91.17 128.55 100.51 115.10 20.67

Lease liabilities
Current 24.81 30.49 26.98 18.01 24.17
Non-current 71.81 96.62 77.72 99.09 -
96.62 127.11 104.70 117.10 24.17
Right-of-use assets movement:
Gross block
Opening 280.75 257.94 257.94 136.40 136.40
Add: Additions - 22.79 22.81 121.54 -
Less: Deletions - - - - -
Closing 280.75 280.73 280.75 257.94 136.40
Accumulated depreciation
Opening (180.24) (142.84) (142.84) (115.74) (84.09)
Add: Depreciation charge during the period/ year (9.34) (9.34) (37.40) (27.10) (31.64)
Less: Disposals - - - - -
Closing (189.58) (152.18) (180.24) (142.84) (115.73)
Net block 91.17 128.55 100.51 115.10 20.67

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

29 Leases (Contd..) For the three For the three

months period months period For the year For the year For the year
ended ended ended ended ended
Notes June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(b) Amounts recognised in the Restated Consolidated
Statement of Profit and Loss

i. Depreciation charge of right-of-use assets 18 9.34 9.34 37.40 27.10 31.64

ii. Interest expenses (included in finance cost) 17 2.55 3.29 12.10 4.05 3.81
iii. Expenses relating to short term leases and low
19 2.81 2.08 9.74 14.98 21.47
value assets (included under rent expenses)
14.70 14.71 59.24 46.13 56.92

(c) Total cash outflow for leases for the three months period ended June 30, 2024 amounted to Rs. 10.63 million (including interest payments of Rs. 2.55 million); [three months
period ended June 30, 2023 amounted to Rs. 10.29 million (including interest payments of Rs. 3.29 million); years ended March 31, 2024 amounted to Rs. 41.50 million (including
interest payments of Rs. 12.10 million); March 31, 2023 amounted to Rs. 32.66 million (including interest payments of Rs. 4.05 million); March 31, 2022 amounted to Rs. 28.54
million (including interest payments of Rs. 3.81 million)]

Extension and termination options are included in a number of property leases across the Group. These terms are used to maximise operational flexibility in terms of managing
contracts. The majority of termination options held are exercisable only by the Group and not by the respective lessor.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination
option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
For leases of office premises the factor which is normally most relevant is - historical lease duration and the cost of business disruption required to replace the leased asset.

30 Contingent liabilities As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Claims against the Group not acknowledged as debts - - - - -

31 Restated earnings/ (loss) per equity share

Accounting policy
(i) Basic earnings/ (loss) per share
Basic earnings per share is calculated by dividing:
• the profit/loss attributable to owners of the Group.
• by the weighted average number of equity shares outstanding during the period/ year.
(ii) Diluted earnings/ (loss) per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after income tax effect of interest, other gains/ losses and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

For the three For the three

months period months period For the year For the year For the year
ended ended ended ended ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(a) Basic earnings/ (loss) per share
Nominal value per equity share (in Rupees) 1 1 1 1 1
Restated profit/ (loss) from continuing operations attributable to equity share 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
holders (in Rupees Million)
Restated profit/ (loss) from discontinued operations attributable to equity share (37.06) (26.21) (269.63) (536.49) (542.15)
holders (in Rupees Million)
Restated profit/ (loss) attributable to equity share holders (in Rupees Million)
286.72 (359.39) (1,939.49) (2,904.98) (2,845.64)

Weighted average number of equity shares outstanding during the period/ year
(Refer note (d) below) 18,44,78,525 18,34,66,470 18,42,58,808 18,31,63,718 17,77,45,465

Basic earnings/ (loss) per equity share (in Rupees)

From continuing operations attributable to equity share holders 1.76 (1.82) (9.06) (12.93) (12.96)
From discontinued operations attributable to equity share holders (0.20) (0.14) (1.46) (2.93) (3.05)
Total basic earnings/ (loss) per equity share attributable to equity share holders
1.56 (1.96) (10.52) (15.86) (16.01)

314
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

31 Restated earnings/ (loss) per equity share (Contd..) For the three For the three
months period months period For the year For the year For the year
ended ended ended ended ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(b) Diluted earnings/ (loss) per share
Nominal value per equity share (in Rupees) 1 1 1 1 1
Restated profit/ (loss) from continuing operations attributable to equity share 323.78 (333.18) (1,669.86) (2,368.49) (2,424.21)
holders used in calculating diluted (loss) per share (in Rupees Million) (Refer
note (c) below)
Restated profit/ (loss) from discontinued operations attributable to equity share (37.06) (26.21) (269.63) (536.49) (542.15)
holders used in calculating diluted (loss) per share (in Rupees Million)

Restated profit/ (loss) attributable to equity share holders (in Rupees Million)
286.72 (359.39) (1,939.49) (2,904.98) (2,966.36)

Weighted average number of equity shares outstanding during the period/ year
(Refer note (d) below) 18,55,73,775 18,34,66,470 18,42,58,808 18,31,63,718 17,97,00,964

Diluted earnings/ (loss) per equity share (Refer note (c) below) (in Rupees)
From continuing operations attributable to equity share holders 1.74 (1.82) (9.06) (12.93) (13.49)
From discontinued operations attributable to equity share holders (0.20) (0.14) (1.46) (2.93) (3.02)
Total diluted earnings/ (loss) per equity share attributable to equity share holders
1.54 (1.96) (10.52) (15.86) (16.51)

(c) Reconciliation of earnings used in calculating earnings/ (loss) per share

Diluted earnings/ (loss) per share

Loss from continuing operations attributable to the equity holders of the
Group:
Used in calculating basic earnings/ (loss) per share 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
Add: (Gain)/ loss on fair valuation of embedded derivatives [Refer note 10(c)(i)] - - - - (120.72)

Restated profit/ (loss) from continuing operations attributable to equity share 323.78 (333.18) (1,669.86) (2,368.49) (2,424.21)
holders used in calculating diluted (loss) per share (in Rupees Million)

Restated profit/ (loss) from discontinued operations attributable to equity share (37.06) (26.21) (269.63) (536.49) (542.15)
holders used in calculating diluted (loss) per share (in Rupees Million)

Restated profit/ (loss) attributable to the equity share holders used in

286.72 (359.39) (1,939.49) (2,904.98) (2,966.36)
calculating diluted earnings/ (loss) per share

(d) Weighted average number of shares used as the denominator in calculating

basic earnings/ (loss) per share:
Weighted average number of equity shares 5,65,65,660 1,02,660 1,02,660 1,02,660 1,02,660
Adjustments for calculation of basic earnings/ (loss) per share:
- CCPS 12,20,23,909 2,21,454 2,21,454 2,21,454 2,13,289
- Employee stock options (vested) 58,88,956 8,856 10,294 8,307 6,638
Weighted average number of equity shares before the issue of bonus shares
(A) 18,44,78,525 3,32,970 3,34,408 3,32,421 3,22,587

Bonus factor (B) [Refer note (f)] Not applicable 551 551 551 551
Weighted average number of equity shares post adjustment of bonus shares 18,44,78,525 18,34,66,470 18,42,58,808 18,31,63,718 17,77,45,465
issued (A*B)
(e) Weighted average number of shares used as the denominator in calculating
diluted earnings/ (loss) per share
Weighted average number of equity shares used as the denominator in 18,44,78,525 18,34,66,470 18,42,58,808 18,31,63,718 17,77,45,465
calculating basic earnings/ (loss) per share
Adjustments for calculation of diluted earnings/ (loss) per share:
Add: Rights to subscribe/ right to call options post adjustment of bonus shares - - - - 19,55,499
issued
Add: Bonus element of unvested ESOPs as at the end of the period/ year 10,95,250 - - - -
Weighted average number of equity shares and potential equity shares used
18,55,73,775 18,34,66,470 18,42,58,808 18,31,63,718 17,97,00,964
as the denominator in calculating diluted earnings/ (loss) per share

315
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

31 Restated earnings/ (loss) per equity share (Contd..)

(f) Notes:
- The Group has unvested employee stock options which are potential equity shares and have an anti-dilutive effect for the three months ended June 30, 2023 and years ended March
31, 2024, March 31, 2023 and March 31, 2022. Hence, these have been excluded in the computation of weighted average number of shares.
- The earnings/ (loss) per share reflects the impact of bonus shares issuance in the ratio of 1:550 during the three months period ended June 30, 2024 [Refer note 8(a)(ix)].
- There are right to subscribe/ right to call options (potential equity shares which are financial liability in nature) as on June 30, 2023, March 31, 2024, March 31, 2023 and March
31, 2022. As these are anti-dilutive for continuing operations for the three months ended June 30, 2023 and years ended March 31, 2024 and March 31, 2023, they are not considered
in the calculation of diluted (loss) per share and accordingly, the restated diluted (loss) per share is the same as restated basic (loss) per share for the three months period ended June
30, 2023 and years ended March 31, 2024 and March 31, 2023. Options are dilutive at the level of restated loss from continuing operations for the year ended March 31, 2022 and
have been treated as dilutive for the purpose of diluted EPS.

32 Dues to micro and small enterprises

The Management has circularized letters for identifying vendors which qualify under the definition of micro enterprise and small enterprise, as defined under the Micro, Small and
Medium Enterprises Development Act, 2006 (MSMED Act).

The disclosure pursuant to the said MSMED Act are as follows:

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(a) (i) Principal amount due to suppliers registered under the MSMED Act 0.48 2.86 3.97 11.41 6.40
and remaining unpaid as at period/ year end
(ii) Interest due, thereon remaining unpaid on period/ year end - 0.01 0.16 0.20 0.10
(b) The amount of interest paid by the buyer under the terms of Section 16
of the MSMED Act, along with the amount of payment made to the
suppliers beyond the appointed day during each accounting period/ year

(i) Delayed payments of principal amount beyond the appointed date - - - - -

during the entire accounting period/ year
(ii) Interest actually paid under Section 16 of the Act, during the entire - - - - -
accounting period/ year
(c) The amount of interest due and payable for the period of delay in making 0.03 0.05 0.40 - -
payment (which have been paid but beyond the appointed day during the
period/ year) but without adding the interest specified under the
MSMED Act

(d) The amount of interest accrued and remaining unpaid at the end of each 0.89 0.36 0.86 0.30 0.10
accounting period/ year,
(e) The amount of further interest due and payable even in the succeeding - - - - -
years until such date when the interest dues as above are actually paid to
the small enterprise, for the purpose of disallowance as a deductible
expenditure under Section 23 of the MSMED Act

33 Assets pledged as security

June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
The carrying amounts of assets pledged as security are:
First charge
Property, plant and equipment 275.69 202.50 291.81 191.71 191.53
Trade receivables, gross of loss allowance (includes those
965.65 1,970.47 1,062.27 1,921.49 3,502.80
presented as held for sale)
Long term bank deposits with banks having maturity period
- 2.00 2.00 2.00 6.10
more than 12 months
Bank deposits with maturity more than 3 months but less
701.97 451.97 701.97 486.60 677.20
than 12 months
Inter-corporate deposits 300.00 - 300.00 - -

34 Going concern
The Group is in the process of expanding its operations and also investing on technology and hence is currently incurring cash losses.

Based on the business plan and projected cash flows for the next 12 months, the Board of Directors does not foresee any material uncertainty regarding the Group's ability to
continue as a going concern for foreseeable future and accordingly, these Restated Consolidated Financial Information have been prepared on a going concern basis.

35 As the Group has incurred losses during the years ended March 31, 2024, March 31, 2023 and March 31, 2022, dividend on 256,485 (June 30, 2023: 256,904; March 31, 2024:
256,904; March 31, 2023: 256,904; March 31, 2022: 256,904) 0.01% CCPS has not been proposed. The arrears of such dividend amounts to Rs. 0.00 million (June 30, 2023: Rs.
Nil; March 31, 2024: Rs. Nil; March 31, 2023: Rs. Nil; March 31, 2022: Rs. Nil).

316
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
36 Discontinued operations
Accounting Policy
Non-Current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through
continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that
are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to
qualify for recognition as a completed sale within one year from the date of classification.

Non-Current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell except for those assets
that are specifically exempt under relevant Ind AS. Once the assets are classified as “Held for sale”, those are not subjected to depreciation till disposal.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any
subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss
not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the Restated
Consolidated Statement of Assets and Liabilities.

Discontinued operations
A discontinued operation is a component of an entity that either has been disposed off or is classified as held for sale and that represents a separate line of business or
geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a
view to resale. The results of discontinued operations are presented separately in the Restated Consolidated Statement of Profit and Loss.

(a) Disposal of Groups corporate freight business:

(i) Description
On January 25, 2024, the Board of Directors approved a plan to dispose off the Group's corporate freight business division consistent with the Group's long-term strategy.
Also, on March 22, 2024 the Group entered into a non-binding term sheet which was superseded by a binding agreement dated June 26, 2024 with a third party/buyer to
dispose off the said business line on a going concern basis and subsequently entered into a Business Transfer Agreement (BTA) on August 5, 2024 and transferred all
identified assets and liabilities to the buyer on August 22, 2024 ("Divestment") for a total consideration of Rs. 958.54 million (including cash consideration of Rs. 408.73
million and deferred consideration of Rs. 549.81 million). The Group had received a non-refundable advance of Rs. 10.00 million from the said third party/ buyer as at
March 31, 2024, which was adjusted towards the cash consideration upon the business transfer.

The Group has also invested the sale consideration received in cash amounting to Rs. 408.73 million to acquire 6.29% stake in the buyer company by subscribing to the
equity shares of the buyer company. In respect of the deferred consideration, which is equal to the net assets taken over as at August 22, 2024 will be paid by the buyer
company before February 28, 2025 subject to the following adjustments
(a)any amount in respect of trade receivables collected by the Group during the period August 23, 2024 to February 28, 2025
(b)any amount received by the buyer company in respect of trade receivables shall be transferred by the buyer company to the Group forthwith on an ongoing basis

Notwithstanding (a) and (b) above, all such balance amounts outstanding as on February 28, 2025 in relation to trade receivables shall be waived off by the Group against
the deferred consideration.

As on March 31, 2024, the Group determined that corporate freight business met the criteria to be classified as held for sale and discontinued operations. Accordingly, the
related assets and liabilities were classified as held for sale in the Restated Consolidated Statement of Assets and Liabilities as at June 30, 2024, March 31, 2024 and the
results of corporate freight business were classified as discontinued operations and are presented separately in the Restated Consolidated Statement of Profit and Loss for the
three months period ended June 30, 2024 and June 30, 2023 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022.

For the three months For the three

period ended months period
(ii) Financial performance ended For the year ended For the year ended For the year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Income
Revenue from operations 816.07 1,197.77 4,051.77 5,361.09 7,192.95
Total income 816.07 1,197.77 4,051.77 5,361.09 7,192.95
Expenses
Employee benefits expense 20.80 41.51 156.86 191.85 190.31
Finance costs 19.74 20.55 76.99 75.40 101.71
Depreciation and amortisation expense 0.08 0.08 0.31 0.61 0.73
Other expenses
i. Freight expenses 774.39 1,128.19 3,803.28 4,998.66 6,862.77
ii. Net impairment losses on trade receivables 26.55 22.03 238.40 448.90 326.40
iii. Other expenses 11.57 11.62 45.56 142.46 253.18
Other (gains)/ losses (net) [Refer note (b) below] - - - 39.70 -
Total expenses 853.13 1,223.98 4,321.40 5,897.58 7,735.10
(Loss) from discontinued operations before tax (37.06) (26.21) (269.63) (536.49) (542.15)
Income tax expense of discontinued operations - - - - -
(Loss) after tax from discontinued operations (Refer
(37.06) (26.21) (269.63) (536.49) (542.15)
note (A) below)

317
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

36 Discontinued operations (Contd..)

For the three months For the three

period ended months period
(iii) Cash flow information ended For the year ended For the year ended For the year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022

Net cash inflow from operating activities 142.65 20.06 75.12 0.21 (105.27)
Net cash inflow/ (outflow) from investing activities - - - - -
Net cash inflow/ (outflow) from financing activities (19.74) (20.55) (76.99) (75.40) (101.71)
Net increase/(decrease) in cash generated from
discontinued operations 122.91 (0.49) (1.87) (75.19) (206.97)

(iv) Assets and liabilities of disposal group classified as held for sale.
The following assets and liabilities were reclassified as held for sale in relation to the discontinued operations as at June 30, 2024 and March 31, 2024:
As at As at
June 30, 2024 March 31, 2024
Assets classified as held for sale
Property, plant equipment 0.24 -
Trade receivable (net of loss allowance of Rs. 212.34 million [March 31, 2024: Rs. 185.79 million]) 548.84 667.65
Other financial assets (net of loss allowance of Rs. Nil [March 31, 2024: Rs. 0.77 million]) 7.52 7.22
Other current assets 12.80 23.84
Total of assets of disposal group held for sale 569.40 698.71

Liabilities directly associated with assets classified as held for sale

Trade payables 31.92 31.74
Provisions 2.72 -
Total of liabilities of disposal group as held for sale 34.64 31.74

Net assets of disposal group held for sale 534.76 666.97

Notes
A) The entire amount is attributable to equity holders of the Group.
B) The above disclosure includes revenue from operations of Rs. 361.73 million and Rs. 654.27 million and total expense of Rs. 316.66 million and Rs. 586.08 million for
the years ended March 31, 2023 and March 31, 2022 respectively of a component relating to freight business (Blackbuck Poland Spolka Z) disposed off on August 31, 2022
[Refer note 25(a)(i)] which did not meet the requirement of being a discontinued operation when the transaction occurred and was presented under continuing operations in
the financial statements. However, to achieve comparability for the discontinued operation for all financial years presented and to provide a useful factor to assess
information of continuing operations in financial statements, the entire freight business including Blackbuck Poland Spolka Z is presented as discontinued operations in all
the fiscal years presented.
C) Refer note 37(viii) for other accounting policies for freight expense.
D) The net assets (assets less liabilities) forming part of the disposal group are measured at lower of fair value less cost of disposal and its carrying amount. The Group has
estimated the fair value less cost of disposal approximates to the carrying amount of these net assets held for sale.

(b) Sale of subsidiary during the year ended March 31, 2023
Pursuant to an agreement dated December 30, 2022 the Group sold its subsidiary, Blackbuck Poland Spółka z, Poland with effect from August 31, 2022 at PLN 8.45 per
share to a third party and accordingly it has recognised a loss of Rs. 39.70 million on sales of net assets in the subsidiary under discontinued operations.

For the year ended

March 31, 2023
Consideration received net of cash (A) (19.60)
Carrying amount of net assets sold
Other assets (net of liabilities) 20.10
Net assets transferred (B) 20.10
(Loss) on sale of subsidiary (A)-(B) (39.70)

318
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

37 Summary of other accounting policies

The material accounting policies adopted in preparation of Restated Consolidated Financial Information have been disclosed in the pertinent note along with
other information. Other accounting policies are described below. All accounting policies has been consistent applied to all the period presented in the Restated
Consolidated Financial Information unless otherwise stated.
(i) Property, plant and equipment and Intangible assets
Property, plant and equipment are stated at historical cost, net of accumulated depreciation and accumulated impairment losses if any.
Cost of property, plant and equipments and intangible assets comprises of the purchase price including import duties and non-refundable taxes, and directly
attributable expenses incurred to bring the asset to the location and condition necessary for it to be capable of being operated in the manner intended by
management. Subsequent costs related to an item of PPE are recognised in the carrying amount of the item if the recognition criteria are met.

An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or
loss arising on derecognition is recognised in the Restated Consolidated Statement of Profit and Loss.

Intangible assets
Costs associated with maintaining software programmes are recognised as an expense as incurred.
Impairment of property, plant and equipment
Assessment is done at each Restated Consolidated Statement of Assets and Liabilities date as to whether there is any indication that an asset may be impaired.
For the purpose of assessing impairment, the smallest identifiable Group of assets that generate cash inflows from continuing use that are largely independent of
the cash inflows from other assets or Group of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable
amount of the asset/ cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount.
Recoverable amount is higher of an asset's or cash generating unit's net selling price and its value in use. Value in use is the present value of estimated future
cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Restated
Consolidated Statement of Assets and Liabilities date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting
periods may no longer exist or may have decreased. An impairment loss is reversed to the extent that the asset's carrying amount does not exceed the carrying
amount that would have been determined if no impairment loss had previously been recognised.

(ii) Financial assets

(a) Recognition
Regular way purchases and sale of financial assets are recognised on trade-date, being the date on which the Group commits to purchase or sale the financial
assets.

(b) Classification of financial assets

A) Classification of financial assets at amortised cost:
The Group classifies its financial assets at amortised cost only if both of the following criteria are met:
a) the asset is held within a business model whose objective is to collect the contractual cash flows, and
b) the contractual terms give rise to cash flows that are solely payments of principal and interest

B) Classification of financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income (FVOCI) comprise:
a) Equity securities (listed and unlisted) which are not held for trading, and for which the Group has irrevocably elected at initial recognition to recognise
changes in fair value through OCI rather than profit or loss. There are currently no equity securities which are carried at FVOCI.
b) Debt securities where the contractual cash flows are solely principal and interest and the objective of the Group’s business model is achieved both by
collecting contractual cash flows and selling financial assets. There are currently no debt securities which are carried at FVOCI.

C) Classification of financial assets at fair value through profit or loss

The Group classifies the following financial assets at fair value through profit or loss (FVPL):
a) debt investments (mutual funds) that do not qualify for measurement at either amortised cost or FVOCI,
b) equity investments that are held for trading, and
c) equity investments for which the entity has not elected to recognise fair value gains and losses through OCI.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instrument
that are not held for trading, this will depend on whether the Group has made an irrecoverable election at the time of initial recognition to account for equity
investment at FVOCI.
(c) Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase in credit risk. Refer note 24.

(d) Derecognition of financial assets

A financial asset is derecognised only when the Group has transferred the rights to receive cash flows from the financial asset or retains the contractual rights to
receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients. Where the entity has
transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the
financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is
not derecognised. Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the
financial asset is derecognised if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is
continued to be recognised to the extent of continuing involvement in the financial asset.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

37 Summary of other accounting policies (Contd..)

(e) Interest income
Interest income is recognised using effective interest rate method. The effective interest rate is rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to the gross carrying amount of a financial asset.
(f) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the Restated Consolidated Statement of Assets and Liabilities where there is a legally
enforceable right to offset the recognised amount and there is an intention to settle on a net basis or realise the asset an settle the liability simultaneously.

(g) Subsequent measurement

Subsequent measurement of financial assets depends on the Group’s business model for managing the financial asset and the cash flow characteristics of the
financial asset. There are two measurement categories into which the Group classifies its financial instruments:

Subsequently measured at amortised cost:

Financial assets that are held for collection of contractual cash flows where those cash flows represent SPPI are measured at amortised cost e.g. investments in
bonds, loans, trade receivables etc. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate
(EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The losses arising from impairment are recognised in the Restated Consolidated Statement of Profit and Loss. A gain or loss on a financial asset that is
subsequently measured at amortised cost is recognised in the Restated Consolidate Statement of Profit and Loss when the asset is derecognised or impaired.

Subsequently measured at FVTPL:

Financial assets that do not meet the criteria for amortised cost and FVTOCI are measured at fair value through profit or loss e.g. investments in mutual funds. A
gain or loss on a financial asset that is subsequently measured at fair value through profit or loss is recognised in profit or loss and presented net in the Restated
Consolidated Statement of Profit and Loss within other gains/ (losses) in the period in which it arises.

(iii) Cash and cash equivalents

For the purpose of presentation in the information of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the Restated Consolidated Statement of
Assets and Liabilities.
(iv) Trade payables
The amounts represent liabilities for goods and services procured prior to the end of financial year. The amounts are unsecured and are usually paid within the
credit period given by the vendors. Trade payables are presented as current liabilities unless payment is not due within 12 months after the reporting period.
They are recognised initially at their transactional value which represents the fair value and subsequently measured at amortised cost using the effective interest
method.

(v) Employee benefits obligations

(a) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled. Refer note 10(c) for details.
(b) Other long-term employee benefit obligations
The liabilities for earned leave are presented as current liabilities in the Restated Consolidated Statement of Assets and Liabilities if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur. They
are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting
period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period on government bonds that
have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are
recognised in profit or loss. Refer note 11 for details.

(c) Post-employment obligations

The Group operates the following post-employment schemes:
• defined benefit plans such as gratuity and
• defined contribution plans such as provident fund.

Defined contribution plans

The Group pays provident fund contributions to publicly administered provident funds, employee state insurance and labour welfare fund as per local
regulations. The Group has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution
plans and the contributions are recognised as employee benefit expense when they are due.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
37 Summary of other accounting policies (Contd..)

(vi) Income tax

The income tax expense or credit for the year is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by
changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where
the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial information. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by
the end of the reporting period in the countries where the Group operates and generates taxable income and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances
relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(vii) Finance Cost

Borrowing costs include interest and other costs incurred in connection with borrowings. All borrowing costs are recognised in Restated Consolidated Statement
of Profit and Loss in the period in which they are incurred.
(viii) Freight expenses
Incidental expenses relating to freight revenue i.e. freight expenses are recorded over the period of services delivered to the fleet owners.
(ix) Provisions and contingent liabilities
Provisions: Provisions are recognised when there is a present legal or constructive obligation as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. Provisions
are measured at the best estimate of the expenditure required to settle the obligation at the Restated Consolidated Statement of Assets and Liabilities date.

Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises
from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

(x) Lease liabilities

As a lessee:
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease
payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date
• amounts expected to be payable by the Group under residual value guarantees
• the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to Restated Consolidated Statement of Profit and Loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

37 Summary of other accounting policies (Contd..)

(xi) Foreign currency translation

(a) Functional and presentation currency
Items included in the Restated Consolidated Financial Information are measured using the currency of the primary economic environment in which the entity
operates("the functional currency"). The Restated Consolidated Financial Information are presented in Indian Rupee ("INR") which is functional and
presentation currency of the Group.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of transaction. Foreign exchange gains and losses
arising from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end
exchange rates are recognised in the Restated Consolidated Statement of Profit and Loss.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried at fair-value are reported as part of the fair value gain or loss.
(c) Group Companies
The results and financial position of foreign operations (none of which have the currency of a hyper inflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation currency as follows:
• Assets and liabilities are translated at the closing rate at the date of that Restated Consolidated Statement of Assets and Liabilities.
• Income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
• All resulting exchange differences are recognised in other comprehensive income.
When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain/ loss on sale/ liquidation of subsidiary.

(xii) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective
interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of
the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all
of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the Restated Consolidated Statement of Assets and Liabilities when the obligation specified in the contract is discharged,
cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other gains/(losses).

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the
reporting period. Where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that
the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period
and before the approval of the Restated Consolidated Financial Information for issue, not to demand payment as a consequence of the breach.

38 Additional disclosures as mentioned under Schedule III to the Companies Act, 2013
(i) Details of benami property held
No proceedings have been initiated on or are pending against the Group for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45
of 1988) and Rules made thereunder for the three month periods ended June 30, 2024; June 30, 2023 and for the years ended March 31, 2024; March 31, 2023
and March 31, 2022.

(ii) Borrowing secured against current assets

June 30, 2024:

Amount
Aggregate Nature of Current Amount as per
Name of the Bank/ disclosed as per
working capital Asset offered as Quarter ended books of Difference Reasons for difference
Financial Institution quarterly return/
limits sanctioned Security account
information

Axis Bank, IDFC Bank,

HDFC bank, Kotak
Mahindra Bank, The Trade receivables,
Amounts submitted to
Honkong and Shanghai Bank deposits with
4,380.00 June 30, 2024 4,760.00 4,648.75 111.25 banks include balances
Banking Corporation maturity more than 3
of subsidiaries.
Limited, Shivalik Small months
Finance Bank, Bajaj
Finance Limited.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

38 Additional disclosures as mentioned under Schedule III to the Companies Act, 2013 (Contd..)
June 30, 2023:
Amount
Aggregate Nature of Current Amount as per
Name of the Bank/ disclosed as per
working capital Asset offered as Quarter ended books of Difference Reasons for difference
Financial Institution quarterly return/
limits sanctioned Security account
information
Axis Bank, IDFC Bank,
HDFC bank, Kotak
Mahindra Bank, The Trade receivables,
Amounts submitted to
Honkong and Shanghai Bank deposits with
4,010.00 June 30, 2023 4,400.00 4,282.74 117.26 banks include balances
Banking Corporation maturity more than 3
of subsidiaries.
Limited, Shivalik Small months
Finance Bank, Bajaj
Finance Limited.

March 31, 2024:

Amount
Aggregate Nature of Current Amount as per
Name of the Bank/ disclosed as per
working capital Asset offered as Quarter ended books of Difference Reasons for difference
Financial Institution quarterly return/
limits sanctioned Security account
information

June 30, 2023 4,400.00 4,282.74 117.26

Axis Bank, IDFC Bank,
HDFC bank, Kotak September 30,
Mahindra Bank, The Trade receivables, 4,370.00 4,252.34 117.66
2023 Amounts submitted to
Honkong and Shanghai Bank deposits with
4,070.00 banks include balances
Banking Corporation maturity more than 3 December 31,
Limited, Shivalik Small months 4,519.90 4,348.40 171.50 of subsidiaries.
2023
Finance Bank, Bajaj
Finance Limited. March 31,
4,794.00 4,690.40 103.60
2024

March 31, 2023:

Amount
Aggregate Nature of Current Amount as per
Name of the Bank/ disclosed as per
working capital Asset offered as Quarter ended books of Difference Reasons for difference
Financial Institution quarterly return/
limits sanctioned Security account
information

June 30, 2022 5,662.00 5,422.50 239.50

Axis Bank, IDFC Bank,
HDFC bank, Kotak
September 30,
Mahindra Bank, The Trade receivables, 5,052.10 4,894.00 158.10
2022 Amounts submitted to
Honkong and Shanghai Bank deposits with
3,401.80 banks include balances
Banking Corporation maturity more than 3
December 31, of subsidiaries.
Limited, Shivalik Small months 4,653.20 4,511.90 141.30
2022
Finance Bank, Bajaj
Finance Limited. March 31,
4,461.30 4,430.50 30.80
2023

March 31, 2022:

Amount
Aggregate Nature of Current Amount as per
Name of the Bank/ disclosed as per
working capital Asset offered as Quarter ended books of Difference Reasons for difference
Financial Institution quarterly return/
limits sanctioned Security account
information

June 30, 2021 3,480.00 3,393.80 86.20

Axis Bank, IDFC Bank,
HDFC bank, Kotak
September 30,
Mahindra Bank, The Trade receivables, 7,710.00 7,516.28 193.72
2021 Amounts submitted to
Honkong and Shanghai Bank deposits with
3,800.00 banks include balances
Banking Corporation maturity more than 3
December 31, of subsidiaries.
Limited, Shivalik Small months 6,350.00 6,152.50 197.50
2021
Finance Bank, Bajaj
Finance Limited. March 31,
6,080.00 5,918.10 161.90
2022

Note: The Holding Company only submits amounts of cash and bank balances, deposits with banks and financial institutions and investments in bonds and
mutual funds (includes those presented as non-current in the Restated Consolidated Statement of Assets and Liabilities) and accordingly, the amounts disclosed
in the tables above pertain to such assets.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

(iii) Wilful defaulter

The Group has not been declared wilful defaulter by any bank or financial institution or government or any government authority for the three month periods
ended June 30, 2024; June 30, 2023 and for the years ended March 31, 2024; March 31, 2023 and March 31, 2022.
(iv) Relationship with struck off companies
The Group has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act,
1956 for the three month periods ended June 30, 2024; June 30, 2023 and for the years ended March 31, 2024; March 31, 2023 and March 31, 2022.

(v) Compliance with number of layers of companies

The Group has complied with the number of layers prescribed under Sec 2(85) the Companies Act, 2013 for the three month periods ended June 30, 2024; June
30, 2023 and for the years ended March 31, 2024; March 31, 2023 and March 31, 2022.

(vi) Compliance with approved scheme(s) of arrangements

The Group has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year for the three month periods
ended June 30, 2024; June 30, 2023 and for the years ended March 31, 2024; March 31, 2023 and March 31, 2022.

(vii) Utilisation of borrowed funds and share premium

The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies) for the three month periods ended June 30, 2024; June 30, 2023
and for the years ended March 31, 2024; March 31, 2023 and March 31, 2022., including foreign entities (Intermediaries) with the understanding that the
Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of The Group (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Group shall:
a. 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
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(viii) Undisclosed income

There is no income surrendered or disclosed as income for the three month periods ended June 30, 2024; June 30, 2023 and for the years ended March 31, 2024;
March 31, 2023 and March 31, 2022. in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Group has not traded or invested in crypto currency or virtual currency for the three month periods ended June 30, 2024; June 30, 2023 and for the years
ended March 31, 2024; March 31, 2023 and March 31, 2022.

(x) Registration of charges or satisfaction with Registrar of Companies

The Group does not have any charges or satisfaction, which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period for the three
month periods ended June 30, 2024; June 30, 2023 and for the years ended March 31, 2024; March 31, 2023 and March 31, 2022, except for one modification,
where the Group is in process of registering the modification in amount of the charge.

(xi) Title deeds of immovable properties not held in name of the Group
The Group did not own any immovable properties for the three month periods ended June 30, 2024; June 30, 2023 and for the years ended March 31, 2024;
March 31, 2023 and March 31, 2022.
(xii) Audit Trail and Backup of books and papers
The Group 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 (including
those of subsidiaries), audit trail was not enabled at both application level and database level during the year. The Group has initiated the process of complying
with the requirement of enabling audit trail feature at both application level and database level for its books of account.

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. The Group has initiated the process of complying with the requirement of maintaining backup on a daily basis on
servers located in India.

(xiii) Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the Group from banks and financial institutions have been applied for the purposes for which such loans were take for the three
month periods ended June 30, 2024; June 30, 2023 and for the years ended March 31, 2024; March 31, 2023 and March 31, 2022.

(xiv) Core investment companies (CIC)

The Group does not have any CICs which are registered/ required to be registered with the Reserve Bank of India for the three month periods ended June 30,
2024; June 30, 2023 and for the years ended March 31, 2024; March 31, 2023 and March 31, 2022.

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Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

39 Subsequent Events
(i) Subsequent to the three months period ended June 30, 2024, the shareholders have entered into a waiver cum amendment agreement dated July 05, 2024 to the
existing Shareholder's Agreement, wherein the CCPS holders have agreed to adjust and modify the conversion price upward of the respective preference shares
held by them which is subject to the successful completion of the proposed Initial Public Offer (IPO) by long stop date as defined in the agreement.

Consequent to the agreement, the conversion ratio of Series A, Series B, Series B1, Series C, Series C1, Series C2, Series D and Series E CCPS is revised to
(1:450.50); (1:445.87); (1:531.89); (1:452.87); (1:167.31); (1:160.44); (1:451.82); (1:456.97) respectively.

(ii) Vide board resolution dated October 07, 2024, all CCPS holders converted their CCPS into equity shares at the agreed conversion ratio vide agreement dated
July 05, 2024.

For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Yabaji Naidu Chanakya Hridaya

Partner Chairman, Managing Director Executive Director and Chief
and Chief Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

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 Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure VI - Statement of Adjustments to Audited Consolidated Financial Statements
(All amounts in Rs. Million, unless otherwise stated)

Summarized below are the restatement adjustments made to the Audited Special Purpose Interim Consolidated Financial Statements for the three months period ended June 30, 2024 and June 30,
2023 and Audited Consolidated Financial Statements for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 and their impact on equity and the profit/loss of the Group.

Part A: Statement of Adjustments to Audited Consolidated Financial Statements

(i) Reconciliation between audited equity and restated equity:

As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022

A. Total equity before restatement as per audited Consolidated Financial Statements 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
B. Adjustments - - - - -
C. Total Equity as per Restated Consolidated Statement of Assets and Liabilities (A+B) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76

(ii) Reconciliation between audited loss and restated loss:

For the three For the three For the year For the year For the year
months ended months ended ended ended ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022

A. Profit after tax as per audited Consolidated Financial Statements 286.72 (359.39) (1,939.49) (2,904.98) (2,845.64)
B. Adjustments - - - - -
C. Profit/(loss) after tax as per Restated Consolidated Statement of Profit and Loss (A+B) 286.72 (359.39) (1,939.49) (2,904.98) (2,845.64)

Note - Material regrouping/reclassification - Appropriate regrouping/reclassification have been made in the Restated Consolidated Statement of Assets and Liabilities, Restated Consolidated
Statement of Profit and Loss and Restated Consolidated Statement of Cash Flows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cash
flows, in order to bring them in line with the accounting policies and classification as per the Audited Special Purpose Interim Consolidated Financial Statements for the three months period ended
June 30, 2024 prepared in accordance with Schedule III (Division II) of the Act, requirements of Ind AS 1 - 'Presentation of financial statements' and other applicable Ind AS principles and the
requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.
Part B: Non Adjusting items:

(i) There are no audit qualifications in auditor's reports for consolidated financial statements and Independent Auditor's Examination Report on Restated Consolidated Financial Information for the
three months period ended June 30, 2024 and June 30, 2023 and years ended March 31, 2024, March 31, 2023 and March 31, 2022.

(ii) Emphasis of Matters not requiring adjustments to Restated Consolidated Financial Information are reproduced below in respect of the Audited Special Purpose Interim Consolidated Financial
Statement for the three months periods ended June 30, 2024 and June 30, 2023.

A. Emphasis of Matters for the three months period ended June 30, 2024:
We draw attention to Note 2(a) to the special purpose interim consolidated financial statements. The special purpose interim consolidated financial statements dealt with by this report have been
prepared for use by the Holding Company’s Management in the preparation of restated consolidated financial information of the Group which will be included in the Red Herring Prospectus and
the Prospectus, to be filed by the Company with the Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Registrar of Companies, as applicable, in
connection with proposed Initial Public Offering of the equity shares of the Company. As a result, the special purpose interim consolidated financial statements may not be suitable for another
purpose. Our opinion is not modified in respect of this matter.

B. Emphasis of Matters for the three months period ended June 30, 2023:
We draw attention to Note 2(a) to the special purpose interim consolidated financial statements, which describes the basis of its preparation. The special purpose interim consolidated financial
statements dealt with by this report, have been prepared in accordance with the Basis of Preparation stated in Note 2(a) to the special purpose interim consolidated financial statements, for use by
the Holding Company’s Management in the preparation of restated consolidated financial information of the Group which will be included in Red Herring Prospectus and the Prospectus, to be
filed by the Company with the Securities and Exchange Board of India, BSE Limited National Stock Exchange of India Limited and Registrar of Companies, as applicable, in connection with
proposed Initial Public Offering of the equity shares of the Company. As a result, the Special Purpose Interim Consolidated Financial Statements may not be suitable for another purpose. Our
opinion is not modified in respect of this matter.

There are no Emphasis of matters in auditor's reports for consolidated financial statements and Independent Auditor's Examination Report on Restated Consolidated Financial Information for the
years ended March 31, 2024, March 31, 2023 and March 31, 2022.

(iii) Audit Comments in Auditors’ Report on the consolidated financial statements for the year ended March 31, 2024, which do not require any corrective adjustments in the Restated
Consolidated Financial Information:
Paragraph 14(b) of Report on other legal and regulatory requirements section in the Auditors' report for the year ended March 31, 2024

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of
those books and the reports of the other auditors, 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 14(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as
amended) (“the Rules”)].
Paragraph 14(h)(vi) of Report on other legal and regulatory requirements section in the Auditors' report for the year ended March 31, 2024:

Based on our examination, which included test checks and the reports of the auditors of the respective subsidiary companies, which are companies incorporated in India whose financial statements
have been audited under the Act, the Holding Company and such subsidiary companies 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.

326
 Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure VI - Statement of Adjustments to Audited Consolidated Financial Statements
(All amounts in Rs. Million, unless otherwise stated)

(iv) Audit Comments in Annexure to Auditors’ Report on the Standalone financial statements of the Company for the year ended March 31, 2024, which do not require any corrective
adjustments in the Restated Consolidated Financial Information:

Clause (ii) (b) of CARO 2020 Order

During the year, the Company has been sanctioned working capital limits in excess of Rs. 50.00 million, in aggregate, from banks and financial institutions on the basis of security of current assets.
The Company has filed quarterly returns or statements with such banks, which are not in agreement with the unaudited books of account as set out below.

Name of the Bank/ Financial Aggregate Nature of current assets Quarter ended Amount Amount as per Difference Reasons for
institution working offered as Security disclosed as per books of account difference
capital limits quarterly
sanctioned return/
statement
Axis Bank, IDFC Bank, HDFC 4,070.00 Trade receivables, Bank deposits June 30, 4,400.00 4,282.74 117.26 Amounts
bank, Kotak Mahindra Bank, The with maturity more than 3 months 2023 submitted to banks
Honkong and Shanghai Banking but less than 12 months (*) include balances
Corporation Limited, Shivalik September 30, 4,370.00 4,252.34 117.66 of subsidiaries.
Small Finance and Bajaj Finance 2023
Limited
December 31, 4,519.90 4,348.40 171.50
2023

March 31, 4,794.00 4,690.40 103.60

2024
(*) The Holding Company submits amounts of cash and bank balances, deposits with banks and financial institutions and investments in bonds and mutual funds (includes those presented as non-
current in the Balance sheet) and accordingly, the amounts disclosed in the table above pertain to such assets.

Clause (vii) (a) of CARO 2020 Order

In our opinion, the company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees’ state insurance, professional tax and tax deducted at source under
income tax act, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues in respect of goods and services tax and other material statutory dues, as
applicable, with the appropriate authorities.

(v) Audit Comments in Annexure to Auditors’ Report on the Standalone financial statements of the Company for the year ended March 31, 2023, which do not require any corrective
adjustments in the Restated Consolidated Financial Information:

Clause (ii) (b) of CARO 2020 Order

During the year, the Company has been sanctioned working capital limits in excess of Rs. 50.00 million, in aggregate, from banks and financial institutions on the basis of security of current assets.
The Company has filed quarterly returns or statements with such banks and financial institutions, which are not in agreement with the unaudited books of accounts as set out below.

Name of the Bank/ Financial Aggregate Nature of current assets Quarter ended Amount Amount as per Difference Reasons for
institution working offered as Security disclosed as per books of account difference
capital limits quarterly
sanctioned return/
statement
Axis Bank, IDFC Bank, RBL 3,401.80 Trade receivables, Bank deposits June 30, 5,662.00 5,422.50 239.50 Amounts
Bank, HDFC bank, Kotak with maturity more than 3 months 2022 submitted to banks
Mahindra Bank, The Honkong and but less than 12 months (*) September 30, 5,052.10 4,894.00 158.10 include balances
Shanghai Banking Corporation 2022 of subsidiaries.
Limited. December 31, 4,653.20 4,511.90 141.30
2022
March 31, 4,461.30 4,430.50 30.80
2023
The Holding Company only submits amounts of cash and bank balances, deposits with banks and financial institutions and investments in bonds and mutual funds (includes those presented as non-
current in the Balance sheet) and accordingly, the amounts disclosed in the table above pertain to such assets.

327
 Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure VI - Statement of Adjustments to Audited Consolidated Financial Statements
(All amounts in Rs. Million, unless otherwise stated)

(vi) Audit Comments in Annexure to Auditors’ Report on the Standalone financial statements of the Company for the year ended March 31, 2023, which do not require any corrective
adjustments in the Restated Consolidated Financial Information (Contd..):

Clause (iii) (a) of CARO 2020 Order

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of provident fund, the Company is generally
regular in depositing undisputed statutory dues in respect of employees' state insurance and tax deducted at source under the Income Tax Act, though there has been slight delay in a few cases, and
is regular in depositing undisputed statutory dues in respect of goods and services tax, professional tax and other material statutory dues, as applicable, with the appropriate authorities. The extent of
the arrears of statutory dues outstanding as at March 31, 2023, for a period of more than six months from the date they became payable are as follows:

Name of Statute Nature of Amount (in Rs.) Period to which the Due date Date of Remarks, if any
dues amount pertains to payment

Employees' Provident Funds and Provident 93,750 April 2022 to Multiple dates May 24, 2023 None
Miscellaneous Provisions Act, Fund August 2022
1952

(vii) Audit Comments in Annexure to Auditors’ Report on the Standalone financial statements of the Company for the year ended March 31, 2022, which do not require any corrective
adjustments in the Restated Consolidated Financial Information:

Clause (i)(a)(A) of CARO 2020 Order

Except for certain Property, Plant and Equipment with gross block and net block aggregating to Rs. 62.80 million and Rs. 34.80 million respectively, the Company is maintaining proper records
showing full particulars, including quantitative details and situation, of Property, Plant and Equipment.

Clause (ii)(b) of CARO 2020 Order

During the year, the Company has been sanctioned working capital limits in excess of Rs. 50.00 million, in aggregate, from banks and financial institutions on the basis of security of current assets.
The Company has filed quarterly returns or statements with such banks and financial institutions, which are not in agreement with the unaudited books of accounts as set out below.

Name of the Bank/ Financial Aggregate Nature of current assets Quarter ended Amount Amount as per Difference Reasons for
institution working offered as Security disclosed as per books of account difference
capital limits quarterly
sanctioned return/
statement
Axis Bank, IDFC Bank, RBL 3,800.00 Trade receivables, Bank deposits June 30, 3,480.00 3,393.80 86.20 Amounts
Bank, HDFC bank, Kotak with maturity more than 3 months 2021 submitted to banks
Mahindra Bank, The Honkong and but less than 12 months (*) September 30, 7,710.00 7,516.30 193.70 include balances
Shanghai Banking Corporation 2021 of subsidiaries.
Limited.
December 31, 6,350.00 6,152.50 197.50
2021
March 31, 6,080.00 5,918.10 161.90
2022
The Holding Company only submits amounts of cash and bank balances, deposits with banks and financial institutions and investments in bonds and mutual funds (includes those presented as non-
current in the Balance sheet) and accordingly, the amounts disclosed in the table above pertain to such assets.

Clause (iii)(c) of CARO 2020 Order

In respect of the loans, the schedule of repayment of principal and payment of interest has been stipulated. Except to the extent of loans amounting to Rs. 16.40 millions and accrued interest
amounting to Rs. 2.60 million outstanding from a wholly owned subsidiary, which has been written off during the year, the parties are repaying the principal amounts, as stipulated, and are also
regular in payment of interest as applicable.

328
 Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
CIN: U63030KA2015PTC079894
Annexure VI - Statement of Adjustments to Audited Consolidated Financial Statements
(All amounts in Rs. Million, unless otherwise stated)

(viii) Audit Comments in Annexure to Auditors’ Report on the Standalone financial statements of the Company for the year ended March 31, 2022, which do not require any corrective
adjustments in the Restated Consolidated Financial Information (Contd..):

Clause (vii)(a) of CARO 2020 Order

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues
in respect of goods and services tax, provident fund, professional tax and employee state insurance, though there has been a slight delay in a few cases, and is regular in depositing undisputed
statutory dues, in respect of tax deducted at source under the Income Tax Act and other material statutory dues, as applicable, with the appropriate authorities.

For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Yabaji Naidu Chanakya Hridaya

Partner Chairman, Managing Director and Chief Executive Officer Executive Director and Chief
Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

329
 PRO FORMA FINANCIAL INFORMATION

(The remainder of this page has been left intentionally blank)

330
The Board of Directors
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Vaswani Presidio, No. 84/2
II Floor, Panathur Main Road
Off Outer Ring Road, Kadubeensanahalli
Bengaluru–560 103, Karnataka.

Statutory Auditor’s report on the Compilation of Unaudited Pro Forma

Consolidated Financial Information in connection with the proposed Initial Public
Offering (‘IPO’) of Zinka Logistics Solutions Limited (Formerly known as Zinka
Logistics Solutions Private Limited)

1. This report is issued in accordance with the terms of our agreement dated June 14, 2024
read with addendum 1 dated July 03, 2024 and addendum 2 dated October 14, 2024.

2. We have completed our assurance engagement to report on the compilation of Unaudited

Pro Forma Consolidated Financial Information of Zinka Logistics Solutions Limited
(Formerly known as Zinka Logistics Solutions Private Limited) (hereinafter referred to as
the “Company” or the “Issuer”) and its subsidiaries (the Company and its subsidiaries
together referred to as the “Group") prepared by the Company’s Management. The
Unaudited Pro Forma Consolidated Financial Information consists of the unaudited pro
forma consolidated balance sheet as at June 30, 2024 and March 31, 2024, the unaudited
pro forma consolidated statement of profit and loss for the three months period ended
June 30, 2024 and for the year ended March 31, 2024, and related notes for inclusion in
the Red Herring Prospectus and Prospectus (hereinafter collectively referred to as “Offer
Documents”) by the Company (hereinafter referred as the “Unaudited Pro Forma
Consolidated Financial Information”). The applicable criteria on the basis of which the
Management of the Company has compiled the Unaudited Pro Forma Consolidated
Financial Information, as required by clause 11 (I) (B) (iii) of Part A of Schedule VI to the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (the “SEBI ICDR Regulations”) issued by the Securities
and Exchange Board of India (SEBI), are described in the “Basis of Preparation”
paragraph in Note 2 to the Unaudited Pro Forma Consolidated Financial Information.

3. The Unaudited Pro Forma Consolidated Financial Information has been compiled by the
Company’s Management to illustrate the impact of the divestment set out in Note 1 to the
Unaudited Pro Forma Consolidated Financial Information, on the Group’s financial
position as at June 30, 2024 and March 31, 2024 as if the divestment had taken place on
those dates and its financial performance for the three months period ended June 30,
2024 and for the year ended March 31, 2024 as if the divestment had taken place at April
1, 2024 and April 1, 2023, respectively.

4. As part of this process, information about the Group’s financial position and financial
performance has been extracted by the Company’s Management from the Restated
Consolidated Financial Information of the Group as at and for the three months period
ended June 30, 2024 and as at and for the year ended March 31, 2024, on which we have
expressed an unmodified opinion vide our examination report dated October 14, 2024
(included in the Offer Documents).

331
Management’s Responsibility for the Unaudited Pro Forma Consolidated Financial
Information

5. The Company’s Management is responsible for compiling the Unaudited Pro Forma
Consolidated Financial Information, as required by clause 11 (I) (B) (iii) of Part A of
Schedule VI to the SEBI ICDR Regulations, as specified in the “Basis of Preparation”
paragraph as described in Note 2 to the Unaudited Pro Forma Consolidated Financial
Information, which has been approved by the Board of Directors of the Company in their
meeting held on October 14, 2024. This includes the responsibility for designing,
implementing and maintaining internal controls relevant for compiling the Unaudited Pro
Forma Consolidated Financial Information on the basis stated in the aforementioned note
that is free from material misstatement, whether due to fraud or error. The Company’s
Management is also responsible for identifying and ensuring that the Company complies
with the laws and regulations applicable to its activities, including compliance with the
provisions of the laws and regulations for the compilation of Unaudited Pro Forma
Consolidated Financial Information.

Statutory Auditor’s Responsibilities

6. Our responsibility is to express an opinion, on the Unaudited Pro Forma Consolidated

Financial Information as required by clause 11 (I) (B) (iii) of Part A of Schedule VI to the
SEBI ICDR Regulations, on whether the Unaudited Pro Forma Consolidated Financial
Information has been compiled, in all material respects, by the Management on the basis
stated in Note 2 to the Unaudited Pro Forma Consolidated Financial Information.

7. We conducted our engagement in accordance with the Standard on Assurance

Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus” issued by the Institute of Chartered
Accountants of India (“ICAI”). This Standard requires that we comply with ethical
requirements and plan and perform procedures to obtain reasonable assurance about
whether the Company’s Management has compiled, in all material respects, the
Unaudited Pro Forma Consolidated Financial Information on the basis stated in Note 2 to
the Unaudited Pro Forma Consolidated Financial Information.

8. For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the
Unaudited Pro Forma Consolidated Financial Information, nor have we, in the course of
this engagement, performed an audit or review of the financial information used in
compiling the Unaudited Pro Forma Consolidated Financial Information.

332
 9. The purpose of Unaudited Pro Forma Consolidated Financial Information for inclusion in
the Offer Documents is solely to illustrate the impact of a significant event or transaction
(the divestment as described in Note 1 to the Unaudited Pro Forma Consolidated Financial
Information) on unadjusted financial information of the Group as if the event or
transaction had occurred at earlier dates selected for purposes of the illustration.
Accordingly, we do not provide any assurance that the actual outcome of the divestment
as described in Note 1 to the Unaudited Pro Forma Consolidated Financial Information at
the respective dates, would have been as presented.

10. A reasonable assurance engagement to report on whether the Unaudited Pro Forma
Consolidated Financial Information has been compiled, in all material respects, on the
basis of the applicable criteria involves performing procedures to assess whether the
applicable criteria used by Company’s Management in the compilation of the Unaudited
Pro Forma Consolidated Financial Information provide a reasonable basis for presenting
the significant effects directly attributable to the event or transaction, and to obtain
sufficient appropriate evidence about whether:
● The related pro forma adjustments give appropriate effect to those criteria; and
● The Unaudited Pro Forma Consolidated Financial Information reflects the proper
application of those adjustments to the unadjusted financial information.

11. The procedures selected depend on the auditor’s judgment, having regard to the auditor’s
understanding of the nature of the Group, the divestment in respect of which the
Unaudited Pro Forma Consolidated Financial Information has been compiled, and other
relevant engagement circumstances.

12. The engagement also involves evaluating the overall presentation of the Unaudited Pro
Forma Consolidated Financial Information.

13. We believe that the audit evidence obtained by us is sufficient and appropriate to provide
a basis for our opinion.

14. We have no responsibility to update our report or reissue our report for events and
circumstances occurring after the date of the report.

Opinion

15. In our opinion, the Unaudited Pro Forma Consolidated Financial Information as at and
for the three months period ended June 30, 2024 and as at and for the year ended March
31, 2024, has been compiled, as required by clause 11 (I) (B) (iii) of Part A of Schedule VI
to the SEBI ICDR Regulations , in all material respects, on the basis as stated in Note 2 to
the Unaudited Pro Forma Consolidated Financial Information.

333
Restriction on Use

16. This report is addressed to and is provided to the Board of Directors of the Company to
enable them to include this report in the Offer Documents, prepared in connection with
the Proposed Initial Public Offering (“IPO”) of Equity Shares of the Company, to be filed
by the Company with the Securities and Exchange Board of India, National Stock
Exchange of India Limited, BSE Limited and the Registrar of Companies, as applicable.
Our report should not be used by any other person or for any other purpose except with
our prior consent in writing. Accordingly, we do not accept or assume any liability or any
duty of care for any other purpose or to any other person to whom our report is shown or
into whose hands it may come without our prior consent in writing.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal

Partner
Place: Bengaluru Membership Number: 064311
Date: October 14, 2024 UDIN: 24064311BKFWGY4779

334
This page is intentionally left blank.

335
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Balance Sheet as at June 30, 2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

ASSETS Notes Restated Consolidated Pro Forma Unaudited Pro Forma

Statement of Assets and adjustments Consolidated Balance
Liabilities (Refer note 3) Sheet

I II III=I+II
Non-current assets
Property, plant and equipment 275.69 - 275.69
Right-of-use assets 91.17 - 91.17
Intangible assets 0.22 - 0.22
Financial assets -
i. Investments 3 (i) - 408.73 408.73
ii. Loans 97.14 - 97.14
iii. Other financial assets 268.05 - 268.05
Current tax assets 110.08 - 110.08
Other non-current assets 44.89 - 44.89
Total non-current assets 887.24 408.73 1,295.97
Current assets
Financial assets
i. Investments 545.46 - 545.46
ii. Trade receivables 204.32 - 204.32
iii. Cash and cash equivalents 3 (iii) 1,331.75 (11.50) 1,320.25
iv. Bank balances other than cash and cash equivalents 1,968.26 - 1,968.26
v. Loans 51.00 - 51.00
vi. Other financial assets 3 (i) 430.68 549.81 980.49
Other current assets 305.98 - 305.98
Total current assets 4,837.45 538.31 5,375.76
Assets held for sale 3 (ii) 569.40 (569.40) -
Total assets 6,294.09 377.64 6,671.73

EQUITY AND LIABILITIES

Equity
Equity share capital 56.57 - 56.57
Other equity
Equity component of compound financial instruments 2.57 - 2.57
Reserves and surplus 3 (i) 3,390.65 422.28 3,812.93
Total equity 3,449.79 422.28 3,872.07

Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 23.46 - 23.46
ii. Lease liabilities 71.81 - 71.81
Provisions 37.45 - 37.45
Contract liabilities 31.18 - 31.18
Deferred tax liabilities (net) - - -
Total non-current liabilities 163.90 - 163.90

336
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Balance Sheet as at June 30, 2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

ASSETS Notes Restated Consolidated Pro Forma Unaudited Pro Forma

Statement of Assets and adjustments Consolidated Balance
Liabilities (Refer note 3) Sheet

Current liabilities
Financial liabilities
i. Borrowings 1,586.65 - 1,586.65
ii. Lease liabilities 24.81 - 24.81
iii.Trade payables -
Total outstanding dues of micro and small enterprises 1.37 - 1.37
Total outstanding dues of creditors other than micro and small 117.36 117.36
enterprises -
iv. Other financial liabilities 145.27 - 145.27
Contract liabilities 592.96 - 592.96
Provisions 71.60 - 71.60
Current tax liabilities 3 (iv) 1.06 - 1.06
Other current liabilities 3 (iii) 104.68 (10.00) 94.68
Total current liabilities 2,645.76 (10.00) 2,635.76
Liabilities directly associated with assets classified as held for sale 3 (ii) 34.64 (34.64) -

Total liabilities 2,844.30 (44.64) 2,799.66

Total equity and liabilities 6,294.09 377.64 6,671.73

The accompanying notes form an integral part of the Unaudited Pro Forma Consolidated Financial Information.
This is the Unaudited Pro Forma Consolidated Balance Sheet referred to
in our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Naidu Yabaji Chanakya Hridaya

Partner Chairman, Managing Director Executive Director and Chief
and Chief Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

337
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Balance Sheet as at March 31, 2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

ASSETS Notes Restated Consolidated Pro Forma Unaudited Pro Forma

Statement of Assets and adjustments Consolidated Balance Sheet
Liabilities (Refer note 3)
I II III=I+II
Non-current assets
Property, plant and equipment 291.81 - 291.81
Right-of-use assets 100.51 - 100.51
Intangible assets 0.26 - 0.26
Financial assets
i. Investments 3 (i) - 408.73 408.73
ii. Loans 95.70 - 95.70
iii. Other financial assets 267.60 - 267.60
Current tax assets 216.71 - 216.71
Other non-current assets 7.73 - 7.73
Total non-current assets 980.32 408.73 1,389.05
Current assets
Financial assets
i. Investments 602.33 - 602.33
ii. Trade receivables 208.41 - 208.41
iii. Cash and cash equivalents 3 (iii) 1,547.35 (11.50) 1,535.85
iv. Bank balances other than cash and cash equivalents 1,813.36 - 1,813.36
v. Loans 35.82 - 35.82
vi. Other financial assets 3 (i) 364.91 549.81 914.72
Other current assets 292.00 - 292.00
Total current assets 4,864.18 538.31 5,402.49
Assets held for sale 3 (ii) 698.71 (698.71) -
Total assets 6,543.21 248.33 6,791.54

EQUITY AND LIABILITIES

Equity
Equity share capital 0.10 - 0.10
Other equity
Equity component of compound financial instruments 2.57 - 2.57
Reserves and surplus 3 (i) 3,110.26 290.07 3,400.33
Total equity 3,112.93 290.07 3,403.00

Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 28.46 - 28.46
ii. Lease liabilities 77.72 - 77.72
Provisions 34.86 - 34.86
Contract liabilities 27.90 - 27.90
Deferred tax liabilities (net) - - -
Total non-current liabilities 168.94 - 168.94

338
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Balance Sheet as at March 31, 2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

ASSETS Notes Restated Consolidated Pro Forma Unaudited Pro Forma

Statement of Assets and adjustments Consolidated Balance Sheet
Liabilities (Refer note 3)

Current liabilities
Financial liabilities
i. Borrowings 1,708.89 - 1,708.89
ii. Lease liabilities 26.98 - 26.98
iii.Trade payables
Total outstanding dues of micro and small enterprises 4.53 - 4.53
Total outstanding dues of creditors other than micro and -
small enterprises 143.54 143.54
iv. Other financial liabilities 635.80 - 635.80
Contract liabilities 554.58 - 554.58
Provisions 69.31 - 69.31
Current tax liabilities 3 (iv) 0.52 - 0.52
Other current liabilities 3 (iii) 85.45 (10.00) 75.45
Total current liabilities 3,229.60 (10.00) 3,219.60
Liabilities directly associated with assets classified as held for 3 (ii) 31.74 (31.74) -
sale
Total liabilities 3,430.28 (41.74) 3,388.54
Total equity and liabilities 6,543.21 248.33 6,791.54

The accompanying notes form an integral part of the Unaudited Pro Forma Consolidated Financial Information.
This is the Unaudited Pro Forma Consolidated Balance Sheet
referred to in our report of even date.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Naidu Yabaji Chanakya Hridaya

Partner Chairman, Managing Director and Executive Director and Chief
Chief Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

339
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Statement of Profit and Loss for the three months ended June 30,2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Notes Restated Consolidated Pro forma Pro forma Unaudited Pro Forma
Statement of Profit and adjustments adjustments Consolidated Statement
Loss (Refer note 3(v)) (Refer note 3) of Profit and Loss

I II III IV=I+II+III
Continuing operations
Income
Revenue from operations 921.66 - - 921.66
Other income 61.59 - - 61.59
Other gains (net) 0.05 - - 0.05
Total income 983.30 - - 983.30

Expenses
Employee benefits expense 391.93 - - 391.93
Finance costs 7.64 - - 7.64
Depreciation and amortisation expense 69.49 - - 69.49
Other expenses 446.15 - - 446.15
Total expenses 915.21 - - 915.21
Profit before exceptional items and tax from 68.09 - - 68.09
continuing operations

Exceptional items 256.23 - - 256.23

Profit before tax from continuing operations 324.32 - - 324.32

Income tax expense
- Current tax 0.54 - - 0.54
- Deferred tax charge / (credit) - - - -
Total tax expense 0.54 - - 0.54

Profit for the year from continuing operations (A) 323.78 - - 323.78

Discontinued operations
Profit/ (Loss) from discontinued operations before tax (37.06) 37.06 422.28 422.28
Tax expenses on discontinued operations 3 (iv) - - - -
Profit/ (Loss) from discontinued operations (B) (37.06) 37.06 422.28 422.28

Profit for the period (A+B) 286.72 37.06 422.28 746.06

Other comprehensive income

Items that will not be reclassified to profit or loss
- Remeasurements of post-employment benefit obligations (0.53) - - (0.53)

Other comprehensive income for the period (0.53) - - (0.53)

- - - -
Total comprehensive income for the period 286.19 37.06 422.28 745.53

340
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Statement of Profit and Loss for the three months ended June 30,2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Notes Restated Consolidated Pro forma Pro forma Unaudited Pro Forma
Statement of Profit and adjustments adjustments Consolidated Statement
Loss (Refer note 3(v)) (Refer note 3) of Profit and Loss

Profit is attributable to:

Owners of Zinka Logistics Solutions Private Limited 286.72 37.06 422.28 746.06
(Formerly known as Zinka Logistics Solutions Private
Limited)
Non-controlling interest - - - -

Other comprehensive income is attributable to:

Owners of Zinka Logistics Solutions Private Limited (0.53) - - (0.53)
(Formerly known as Zinka Logistics Solutions Private
Limited)
Non-controlling interest - - - -

Total comprehensive income is attributable to:

Owners of Zinka Logistics Solutions Private Limited 286.19 37.06 422.28 745.53
(Formerly known as Zinka Logistics Solutions Private
Limited)
Non-controlling interest - - - -
Earnings per equity share from continuing operations [in
Rupees]:
[Nominal
Basic value per share: Re.1/-] 3 (vi) 1.76 1.76
Diluted 3 (vi) 1.74 1.74
Earnings/ (Loss) per equity share from discontinued
operations [in Rupees]:
[Nominal value per share: Re.1/-]

Basic 3 (vi) (0.20) 2.29

Diluted 3 (vi) (0.20) 2.28

341
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Statement of Profit and Loss for the three months ended June 30,2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Notes Restated Consolidated Pro forma Pro forma Unaudited Pro Forma
Statement of Profit and adjustments adjustments Consolidated Statement
Loss (Refer note 3(v)) (Refer note 3) of Profit and Loss

Earnings per equity share from continuing and discontinued

operations [in Rupees]:
[Nominal value per share: Re.1/-]
Basic 3 (vi) 1.56 4.04
Diluted 3 (vi) 1.54 4.02

The accompanying notes form an integral part of the Unaudited Pro Forma Consolidated Financial Information.
This is the Unaudited Pro Forma Consolidated Statement of Profit and Loss referred to in our report of even date.

For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Naidu Yabaji Chanakya Hridaya

Partner Chairman, Managing Director and Chief Executive Director and Chief
Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

342
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Statement of Profit and Loss for the year ended March 31,2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Notes Restated Consolidated Pro forma Pro forma Unaudited Pro Forma
Statement of Profit and adjustments adjustments Consolidated Statement of
Loss (Refer note (Refer note 3) Profit and Loss
3(v))
I II III IV=I+II+III
Continuing operations
Income
Revenue from operations 2,969.22 - - 2,969.22
Other income 195.92 - - 195.92
Total income 3,165.14 - - 3,165.14

Expenses
Employee benefits expense 2,869.27 - - 2,869.27
Finance costs 27.95 - - 27.95
Depreciation and amortisation expense 253.35 - - 253.35
Other expenses 1,657.62 - - 1,657.62
Other gains/ losses (net) 26.05 - - 26.05
Total expenses 4,834.24 - - 4,834.24
(Loss) before tax from continuing operations (1,669.10) - - (1,669.10)
Income tax expense
- Current tax 0.76 - - 0.76
- Deferred tax charge / (credit) - - - -
Total tax expense 0.76 - - 0.76

(Loss) for the year from continuing operations (A) (1,669.86) - - (1,669.86)

Discontinued operations
Profit/ (Loss) from discontinued operations before tax (269.63) 269.63 290.07 290.07
Tax expenses on discontinued operations 3 (iv) - - - -
Profit/ (Loss) from discontinued operations (B) (269.63) 269.63 290.07 290.07

(Loss) for the year (A+B) (1,939.49) 269.63 290.07 (1,379.79)

Other comprehensive income

Items that will not be reclassified to profit or loss
- Remeasurements of post-employment benefit obligations 2.39 - - 2.39
Other comprehensive income for the year 2.39 - - 2.39
-
Total comprehensive income for the year (1,937.10) 269.63 290.07 (1,377.40)

Loss is attributable to:

Owners of Zinka Logistics Solutions Private Limited (Formerly known (1,939.49) 269.63 290.07 (1,379.79)
as Zinka Logistics Solutions Private Limited)
Non-controlling interest - - - -

Other comprehensive income is attributable to:

Owners of Zinka Logistics Solutions Private Limited (Formerly known 2.39 - - 2.39
as Zinka Logistics Solutions Private Limited)
Non-controlling interest - - - -

Total comprehensive income is attributable to:

Owners of Zinka Logistics Solutions Private Limited (Formerly known (1,937.10) 269.63 290.07 (1,377.40)
as Zinka Logistics Solutions Private Limited)

Non-controlling interest - - - -

343
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Unaudited Pro Forma Consolidated Statement of Profit and Loss for the year ended March 31,2024
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Notes Restated Consolidated Pro forma Pro forma Unaudited Pro Forma
Statement of Profit and adjustments adjustments Consolidated Statement of
Loss (Refer note (Refer note 3) Profit and Loss
3(v))

(Loss) per equity share from continuing operations [in Rupees]:

[Nominal value per share: Re.1/-]
Basic 3 (vi) (9.06) (9.06)
Diluted 3 (vi) (9.06) (9.06)
Earnings/ (Loss) per equity share from discontinued operations [in
Rupees]:
[Nominal value per share: Re.1/-]

Basic 3 (vi) (1.46) 1.57

Diluted 3 (vi) (1.46) 1.57

(Loss) per equity share from continuing and discontinued operations [in
Rupees]:
[Nominal value per share: Re.1/-]
Basic 3 (vi) (10.52) (7.49)
Diluted 3 (vi) (10.52) (7.49)

The accompanying notes form an integral part of the Unaudited Pro Forma Consolidated Financial Information.
This is the Unaudited Pro Forma Consolidated Statement of Profit and Loss referred to in our report of even date.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016 For and on behalf of Board of Directors

Amit Kumar Agrawal Rajesh Kumar Naidu Yabaji Chanakya Hridaya

Partner Chairman, Managing Director and Chief Executive Executive Director and Chief Operating Officer
Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

344
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Notes to the Unaudited Pro Forma Consolidated Financial Information
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

1. Background
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited) (hereafter referred to as "ZLSL" or as
"Holding Company" or "Company") was incorporated as a private company on April 20, 2015. The Company got converted to a public limited
company and the name of the Company changed to ‘Zinka Logistics Solutions Limited’ pursuant to a Shareholders’ resolution dated June 11,
2024 and a fresh certificate of incorporation dated June 19, 2024. The Holding Company has its registered office at Vaswani Presidio,
No.84/2, II Floor, Panathur main road, Kadubessanahalli, off outer ring road, Bangalore, Bangalore, Karnataka, India, 560103. The Holding
Company and its subsidiaries are together referred to as "the Group". The Group comprises of the following subsidiary entities:
- TZF Logistics Solutions Private Limited, India
- Blackbuck Finserve Private Limited, India
- Blackbuck Netherlands B.V., Netherland (Liquidated on July 11, 2023)
- ZZ Logistics Solutions Private Limited, India (Incorporated on February 16, 2024)

The Group owns digital platforms which are used by truck operators (customers) to digitally manage payments for tolling and fueling, monitor
drivers and fleets using telematics, find loads on platform (marketplace) and get access to financing for the purchase of used vehicles.
BlackBuck Finserve Private Limited (a subsidiary) has received a non-deposit-taking NBFC license on August 01, 2023 and commenced
operations in October 2023.

On January 25, 2024, the Board of Directors approved a plan to dispose of Group's corporate freight business division in consistent with the
Group's long-term strategy. Also, on March 22, 2024 the Group entered into a non-binding term sheet which was superseded by a binding
agreement dated June 26, 2024 with a third party/buyer to dispose off the said business line on a going concern basis and subsequently
entered into a Business Transfer Agreement (BTA) on August 5, 2024 and transferred all identified assets and liabilities to the buyer on
August 22, 2024 ("Divestment") for a consideration as set out in Note 3(i). The Group had received a non-refundable advance of Rs. 10.00
million from the said third-party/buyer as at March 31, 2024, which was adjusted towards the cash consideration upon the business transfer.

As on March 31, 2024, the Group determined that corporate freight business met the criteria to be classified as held for sale and discontinued
operations. Accordingly, the related assets and liabilities were classified as held for sale in the Restated Consolidated Statement of Assets and
Liabilities as at June 30, 2024 and March 31, 2024 and the results of corporate freight business were classified as discontinued operations and
are presented separately in the Restated Consolidated Statement of Profit and Loss for the three months period ended June 30, 2024 and June
30, 2023 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022.

345
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Notes to the Unaudited Pro Forma Consolidated Financial Information
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
2. Basis of preparation
(i) In accordance with clause (11)(I)(B)(iii) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), the Company is required to present Pro forma financial
information of all the subsidiaries or businesses material to the financial statements where the issuer or its subsidiaries have made an
acquisition or divestment including deemed disposal after the latest period for which financial information is disclosed in the offer document
but before the date of filing of the offer document for the last completed financial year and the stub period, if any.

As the Group has entered into a Business Transfer Agreement (BTA) on August 05, 2024, to divest its corporate freight business division
(which was considered material), this transaction qualifies for the presentation of pro forma financial information under SEBI ICDR
Regulations. The pro forma financial information are prepared for the purposes of inclusion in the Red Herring Prospectus (“RHP”) and the
Prospectus (collectively referred to as “Offer Documents”) in connection with the proposed initial public offering (the “Offering”) of equity
shares of the Holding Company. The Offering also includes an offer in jurisdictions outside the United States in “offshore transactions” under
Regulation S of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and within the United States to persons reasonably
believed to be “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act.

The Unaudited Pro Forma Consolidated Financial Information comprises the Unaudited Pro Forma Consolidated Balance Sheet as at June 30,
2024, and March 31, 2024, and the Unaudited Pro Forma Consolidated Statement of Profit and Loss for the three months period ended June
30, 2024, and for the year ended March 31, 2024, along with the notes thereto (collectively referred to as “Unaudited Pro Forma Consolidated
Financial Information”)".

(ii) The Restated Consolidated Financial Information of the Group have been prepared by the Management from the audited special purpose
interim consolidated financial statements of the group for the three months periods ended June 30, 2024 and June 30, 2023 and audited
consolidated financial statements of the Group for the years ended March 31, 2024, March 31, 2023 and March 31, 2023 which are prepared in
accordance with Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified under Section 133 of the Companies Act, 2013
(the Act), Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act, except for inclusion of comparative
information in the special purpose interim consolidated financial statements for the three months period ended June 30, 2023, as those are
not being given in the restated consolidated financial information as per the option available to the Company under Paragraph (A) (i) of Clause
11(I) of Part A of Schedule VI of the SEBI ICDR Regulations. The Unaudited Pro Forma Consolidated Financial Information has been compiled
in a manner consistent with the accounting policies adopted by the Group in its Restated Consolidated Financial Information as at and for the
three months period ended June 30, 2024 and for the year ended March 31, 2024 and after making the adjustments as detailed in the
following section “Pro Forma adjustments”- Refer Note 3.

(iii) The Unaudited Pro Forma Consolidated Balance sheet as at June 30, 2024 and as at March 31, 2024 have been prepared, as if the divestment
has taken place on June 30, 2024 and March 31, 2024, respectively. The Unaudited Pro Forma Consolidated Statement of Profit and Loss for
the three months period ended June 30, 2024 and for the year ended March 31, 2024 has been prepared as if the divestment has taken place
on April 1, 2024 and April 1, 2023, respectively. Accordingly, Pro Forma adjustments have been made to the Restated Consolidated Statement
of Assets and Liabilities and Restated Consolidated Statement of Profit and Loss to prepare the Unaudited Pro Forma Consolidated Balance
sheet and Unaudited Pro Forma Consolidated Statement of Profit and Loss.

The pro forma adjustments are based on available information and assumptions that the management of the Group believes to be reasonable,
directly attributable to the divestment and reflective of adjustments necessary to report Group's financial condition and results of operations as
if the disposal was completed at the dates mentioned above.

(iv) The Unaudited Pro Forma Consolidated Financial Information has not been prepared in accordance with Regulation S-X Article 11, Pro Forma
Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as
adopted by the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2020 nor in accordance with any other generally accepted
accounting principles including accounting standards and practices accepted in other jurisdictions and accordingly should not be relied upon
as if it had been prepared in accordance with those principles and standards. In addition, the rules and regulations related to the preparation
of Unaudited Pro Forma Consolidated Financial Information in other jurisdictions may also vary significantly from the basis of preparation of
these Unaudited Pro Forma Consolidated Financial Information as set out in the notes. Accordingly, the degree of reliance placed by anyone in
other jurisdictions on such pro forma information should be limited.

(v) As the Unaudited Pro Forma Consolidated Financial Information is based on the judgement and assumptions of the management of the Group
to reflect the hypothetical impact, and because of its hypothetical nature, does not provide any assurance of indication that any event will take
place in the future and may not be indicative of the Unaudited Pro Forma Consolidated Financial Information of the Group as at and for the
three months period ended June 30, 2024 and as at and for the year ended March 31, 2024 or any future periods. The actual Balance Sheet
and Statement of Profit and Loss may differ significantly from the Unaudited Pro Forma Consolidated Financial Information amounts
reflected herein due to variety of factors. The purpose is to indicate the results that would have resulted had the divestment been completed at
the dates mentioned above, but are not intended to be indicative of expected results or operations in the future periods of the Group.

(vi) The Unaudited Proforma Consolidated Financial Information is not a complete set of financial statements and does not include all disclosures
in accordance with the Indian Accounting Standards (referred to as 'Ind AS') prescribed under Section 133 of the Companies Act, 2013
(referred to as 'the Act') and Schedule III of the Act, as applicable and is not intended to give true and fair view of the financial position or the
financial performance for the period/year, in accordance with Ind AS prescribed under Section 133 of the Act. As a result, these Unaudited
Proforma Consolidated Financial Information may not be comparable and suitable for any other purpose.

(vii) All amounts have been rounded off to the nearest Rupees millions with two decimals, unless otherwise indicated.

346
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Notes to the Unaudited Pro Forma Consolidated Financial Information
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

3. Pro forma adjustments

(i) Pursuant to a BTA dated August 05, 2024, the Company completed the transfer of its identified assets and liabilities to the buyer on August 22,
2024. The details of current best estimate of fair value of consideration receivable based on the carrying value of net assets as at August 22,
2024 and related gain on transfer of corporate freight business reflected in this Unaudited Pro Forma Consolidated Financial Information is as
follows:
Particulars June 30, 2024 March 31, 2024
Net assets

Assets 569.40 698.71

Liabilities (34.64) (31.74)
Net assets 534.76 666.97

Consideration:
- In cash 408.73 408.73
- deferred consideration 549.81 549.81
Total consideration 958.54 958.54
Transaction cost (1.50) (1.50)
Net gain on sale of corporate freight business 422.28 290.07

347
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Notes to the Unaudited Pro Forma Consolidated Financial Information
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)
The Group has utilised the sale consideration received in cash amounting to Rs. 408.73 million (includes Rs. 10.00 million received as advance
and presented as current liabilities as at March 31, 2024 and June 30, 2024) to acquire 6.29% equity stake in the buyer by subscribing to the
equity shares of the buyer.
Deferred consideration is equal to the net assets transferred on August 22, 2024 and to be paid by the buyer before February 28, 2025 subject to
adjustments in respect of of trade receivables collected directly by the Group/buyer between August 22, 2024 and February 28, 2025. Further,
all such uncollected balance amounts as on February 28, 2025 in relation to trade receivables transferred shall be waived off by the Group and
adjusted against the Deferred Consideration receivable. Management has assumed the deferred consideration to be Rs. 549.81 million assuming
achievement of the conditions of the agreement based on the past history. Any reduction in such achievement would result in gains being
materially different than disclosed above.

(ii) Represents elimination of corporate freight business assets and liabilities classified as held for sale in the Restated Consolidated Financial
Information of the Group.

(iii) Pertains to transaction costs incurred by the Group amounting to Rs. 1.50 million in connection with the divestment, Rs. 398.73 million sale
consideration received subsequent to June 30, 2024 (after adjusting the advance of Rs. 10.00 million received during the year ended March 31,
2024) and Rs. 408.73 million of cash payment towards investment in equity shares of the Buyer company as stated in (i) above.

(iv) As per the Management's assessment, the Group has ability to offset the gain on divestment with the carried forward unsbsorbed depreciation
as per the Income Tax Act, 1961. Therefore, there shall be no tax impact related to the gain on proposed divestment in the Unaudited Pro Forma
Consolidated Financial Information.

(v) Reflects elimination of discontinued operations from Restated Consolidated Statement of Profit and Loss.
(vi) The Pro Forma basic and diluted earnings/ (loss) per share are calculated as follows (in millions, except per share data)
Three months period ended For the year ended
June 30, 2024 March 31, 2024
Basic and diluted earnings/ (loss) per share
Profit/ (Loss) from continuing operations attributable to equity share
323.78 (1,669.86)
holders (in Rupees Million)
Profit from discontinued operations attributable to equity share
422.28 290.07
holders (in Rupees Million)
Profit/ (Loss) attributable to equity shareholders (in Rupees
746.06 (1,379.79)
Million)

Weighted average number of shares used as the denominator in

calculating basic earnings/ (loss) per share (As per Restated 18,44,78,525 18,42,58,808
Consolidated Financial Information)
Add: Bonus element of unvested ESOPs as at the end of the period/
year 10,95,250 -

Weighted average number of equity shares and potential equity shares

used as the denominator in calculating diluted earnings/ (loss) per
18,55,73,775 18,42,58,808
share (As per Restated Consolidated Financial Information)

348
Zinka Logistics Solutions Limited (Formerly known as Zinka Logistics Solutions Private Limited)
Notes to the Unaudited Pro Forma Consolidated Financial Information
CIN: U63030KA2015PTC079894
(All amounts in Rs. Million, except for share and per share data, unless otherwise stated)

Basic earnings/(loss) per equity share (In Rupees)

From continuing operations 1.76 (9.06)
From discontinuing operations 2.29 1.57
Total basic earnings/ (loss) per share attributable to equity 4.04 (7.49)
shareholders*

Diluted earnings/ (loss) per equity share (In Rupees)

From continuing operations 1.74 (9.06)
From discontinuing operations 2.28 1.57
Total basic earnings/ (loss) per share attributable to equity 4.02 (7.49)
shareholders*

* The Group has unvested employee stock options which are potential equity shares and have an anti-dilutive effect for the year ended March 31,
2024 and accordingly diluted loss per share is the same as basic loss per share for the year ended March 31, 2024.

For Price Waterhouse Chartered Accountants LLP For and on behalf of Board of Directors
Firm Registration Number: 012754N/N500016

Amit Kumar Agrawal Rajesh Kumar Naidu Yabaji Chanakya Hridaya

Partner Chairman, Managing Director and Executive Director and Chief
Chief Executive Officer Operating Officer
Membership Number: 064311 DIN: 07096048 DIN: 07151464
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024 Date: October 14, 2024

Satyakam G N Barun Pandey

Chief Financial officer Company Secretary
Membership Number: A39508
Place: Bengaluru Place: Bengaluru
Date: October 14, 2024 Date: October 14, 2024

349
 OTHER FINANCIAL INFORMATION

The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations derived from our
Restated Consolidated Financial Information are given below:

Particulars As at and for the

Three months Three months Year ended Year ended Year ended
period ended period ended March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
Restated Basic Profit/ (Loss) per Equity Share (in 1.76 (1.82) (9.06) (12.93) (12.96)
₹)
Restated Diluted Profit/ (Loss) per Equity Share (in 1.74 (1.82) (9.06) (12.93) (13.49)
₹)
Restated Profit/ (Loss) for the year from continuing 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
operations (in ₹ million)
Return on Net Worth (%) 9.39 (9.99) (53.64) (67.16) (39.37)
Net Asset Value per Equity Share (in ₹) 18.70 18.18 16.89 19.25 32.92
EBITDA (in ₹ million) 145.22 (257.41) (1,387.80) (2,130.78) (1,977.35)
Notes:
The ratios have been computed as under:
(1) Basic and diluted earnings/(loss) per share: Basic and diluted (loss) per equity share are computed in accordance with Indian Accounting Standard 33
notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). Basic and diluted (loss) per equity share is computed by
dividing the loss for the period/year attributable to the equity shareholders of our Company by the weighted average number of shares post adjustment
of bonus shares issued.
(2) Basic and diluted EPS from continuing operations is taken from "Restated Consolidated Statement of Profit and Loss"
(3) RoE or Return on Net Worth (in %) is calculated as restated profit/(loss) from the continuing operations for the year/period divided by the Net Worth at
the end of the respective year/period.
(4) Net worth is the aggregate of equity share capital and other equity as at the end of the period/year as per the Restated Consolidated Financial
Information
(5) Net asset value per share is calculated by dividing net worth as at the end of the period/year, as restated, by weighted average number of equity shares
post adjustment of bonus shares used in calculating EPS for the period/year.
(6) EBITDA is calculated as restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation expenses
less exceptional item.
(7) Accounting ratios are derived from the Restated Consolidated Financial Information. Ratios for the three months period ended June 30, 2024 and June
30, 2023 have not been annualised.

The accounting ratios as per Pro Forma Financial Information are given below:

Particulars As at March 31, 2024

(Loss) per equity share (Basic) (in Rs.) (9.06)
(Loss) per equity share (Diluted) (in Rs.) (9.06)
(Loss) for the year from continuing operations (1,669.86)
Return on Net worth (%) (44.19)
Net Asset Value per Equity Share (in ₹) 20.51
EBITDA (in ₹ million) (1,387.80)
Notes: The ratios have been computed as under:
1. Basic and diluted (loss) per share: Basic and diluted earnings per equity share are computed in accordance with Indian Accounting Standard 33
notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). Basic and diluted (loss) per equity share is computed by
dividing the loss for the period/year attributable to the equity shareholders of our Company by the weighted average number of shares post adjustment
of bonus shares issued.
2. RoE or Return on Net Worth (in %) is calculated as loss from the continuing operations for the year/period divided by the Net Worth at the end of the
respective year/period.
3. Net asset value per share is calculated by dividing net worth as at the end of the period/year, by weighted average number of equity shares post
adjustment of bonus shares used in calculating EPS for the period/year.
4. EBITDA is calculated as restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation expenses
less exceptional item.

For reconciliation of Non-GAAP measures, see “- Reconciliation of Non-GAAP Measures” on page 351.

Non-GAAP Financial Measures

This section includes Certain Non-GAAP financial measures and other statistical information relating to our operations and
financial performance (together, “Non-GAAP Measures” and each a “Non-GAAP Measure”), as presented below. These
Non-GAAP financial measures are not required by or presented in accordance with Ind AS.

Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and
should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any
other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows
generated by operating, investing or financing activities derived in accordance with Ind AS. In addition, these Non-GAAP
Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not
be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a
comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as
they are widely used measures to evaluate a company’s operating performance.
350
Reconciliation of Non-GAAP measures

Analysts, and other interested parties frequently use various non-GAAP financial measures as performance measures, and our
management believes that providing such non-GAAP financial measure allows users to make additional comparisons and to
understand our ongoing business. Reconciliation for the following non-GAAP financial measures included in this Red
Herring Prospectus, EBITDA, and other financial parameters such as Net (debt)/ cash, return on net worth, return on capital
employed, net asset value per share and debt equity ratio are given below:

Reconciliation of EBITDA

EBIDTA stands for the restated profit or loss after tax for the year plus tax expenses and finance cost during the year/period.

(₹ in million)
As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, March 31, March 31,
ended June 30, ended June 30, 2024 2023 2022
2024 2023
Restated profit/(loss) for the period/year from 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
continuing operations (A)
Total tax expense (B) 0.54 0.24 0.76 1.68 2.38
Restated profit/ (loss) before tax from 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
continuing operations (C=A+B)
Exceptional item (D) (256.23) - - - -
Restated Profit/(Loss) before exceptional items 68.09 (332.94) (1,669.10) (2,366.81) (2,301.11)
and tax from continuing operations (E= C+D)
Finance costs (F) 7.64 6.10 27.95 31.96 171.26
Depreciation and amortisation expense (G) 69.49 69.43 253.35 204.07 152.50
EBITDA (H=E+F+G) 145.22 (257.41) (1,387.80) (2,130.78) (1,977.35)
Notes:
1. EBITDA is calculated as restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation expenses
less exceptional item.

Reconciliation for Adjusted EBIDTA

(₹ in million)
As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, March 31, March 31,
ended June 30, ended June 30, 2024 2023 2022
2024 2023
Restated profit/(loss) for the period/year from 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
continuing operations (A)
Total tax expenses (B) 0.54 0.24 0.76 1.68 2.38
Restated profit/ (loss) before tax from 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
continuing operations (C=A+B)
Exceptional item (D) (256.23) - - - -
Restated Profit/(Loss) before exceptional items 68.09 (332.94) (1,669.10) (2,366.81) (2,301.11)
and tax from continuing operations (E= C+D)
Finance costs (F) 7.64 6.10 27.95 31.96 171.26
Depreciation and amortisation expense (G) 69.49 69.43 253.35 204.07 152.50
EBITDA (H=E+F+G) 145.22 (257.41) (1,387.80) (2,130.78) (1,977.35)
Employee shared-based payment expenses (I) 37.38 165.12 1,495.10 566.75 898.50
Other gains/ losses net (J) (0.05) 34.16 26.05 19.38 (126.48)
Adjusted EBITDA (K= H+I+J) 182.55 (58.13) 133.35 (1,544.65) (1,205.33)
Notes:
1. Adjusted EBITDA is defined as restated profit/(loss) before tax from continuing operations and adjusted for (a) finance costs (b) depreciation and
amortization expense (c) employee share-based payment expenses (d) other gains/ losses (net) and (e) exceptional items.
2. EBITDA is calculated as restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation expenses
less exceptional item.

Reconciliation of other financial parameters

Reconciliation of Net (debt)/ cash

(₹ in million)
As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, March 31, March 31,
ended June 30, ended June 30, 2024 2023 2022
2024 2023
Non current borrowings (including current (42.66)- - (47.12) - (165.00)
351
 As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, March 31, March 31,
ended June 30, ended June 30, 2024 2023 2022
2024 2023
maturities) (A)
Current borrowings (excluding bank overdraft (1,402.94) (1,322.33) (1,432.97) (1,484.41) (1,553.60)
and current maturities of non-current borrowings)
(B)
Lease liabilities (C) (96.62) (127.11) (104.70) (117.10) (24.17)
Cash and cash equivalents (D) 1,167.24 860.63 1,290.09 790.94 665.88
Liquid investments (E) 545.46 530.02 444.99 892.64 755.40
Net (debt)/ cash F =(A+B+C+D+E) 170.48 (58.79) 150.29 82.07 (321.49)
Note:
1. Net (debt)/ cash is calculated as current borrowings (excluding bank overdraft and current maturities of non-current borrowings) and non current
borrowings (including current maturities) plus lease liabilities minus (cash and cash equivalents plus liquid investments) as at the end of the
period/year, as restated.
2. Cash and cash equivalents is net of bank overdraft which is included under current borrowings in the restated Consolidated Statement of Assets and
Liabilities.
3. Liquid investments comprise of current investments in mutual funds that are traded in an active market, being the group's financial assets held at fair
value through profit or loss.

Reconciliation of return on net worth

(₹ in million)
As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, March 31, March 31,
ended June 30, ended June 30, 2024 2023 2022
2024 2023
Equity share capital (A) 56.57 0.10 0.10 0.10 0.10
Other equity (B) 3,393.22 3,335.33 3,112.83 3,526.54 5,850.66
Net worth (C)=(A+B) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Restated Profit/(Loss) for the period/year from 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
continuing operations (D)
Return on net worth (D/(C) (%) 9.39% (9.99%) (53.64%) (67.16%) (39.37%)
Note:
1. Net worth is the aggregate of equity share capital and other equity as at the end of the period/year as per the Restated Consolidated Financial
Information.
2. RoE or Return on Net Worth (in %) is calculated as restated profit/(loss) from the continuing operations for the year/period divided by the Net Worth at
the end of the respective year/period.

Reconciliation of return on capital employed

(₹ in million)
As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, March 31, March 31,
ended June 30, ended June 30, 2024 2023 2022
2024 2023
Total Equity (A) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Total Borrowings (B) 1,610.11 1,580.76 1,737.35 1,658.35 1,990.00
Capital employed (C=A+B) 5,059.90 4,916.19 4,850.28 5,184.99 7,840.76
EBIT (D) 75.73 (326.84) (1,641.15) (2,334.85) (2,129.85)
Return on capital employed (E=D/C) (%) 1.50% (6.65%) (33.84%) (45.03%) (27.16%)
Notes:
1. Total Borrowings is the aggregate of current and non-current borrowings as per the restated consolidated financial information as at end of the
relevant period/ year.
2. RoCE is calculated as EBIT divided by sum of total equity and Total Borrowings, as restated, where EBIT is calculated as restated profit/(loss) before
tax from continuing operations plus finance cos less exception items and total equity includes Equity Share capital and other equity and Total
Borrowings includes both non-current and current borrowings, as per the Restated Consolidated Financial Information.
3. Capital employed is total equity plus total borrowings.
4. EBIT is calculated as restated profit/(loss) before tax from continuing operations plus finance cost less exceptional item.

Reconciliation of net asset value per share

(₹ in million)
As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, 2024 March 31, 2023 March 31, 2022
ended June 30, ended June 30,
2024 2023
Equity share capital (A) 56.57 0.10 0.10 0.10 0.10

352
 As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, 2024 March 31, 2023 March 31, 2022
ended June 30, ended June 30,
2024 2023
Other equity (B) 3,393.22 3,335.33 3,112.83 3,526.54 5,850.66
Net worth (C)=(A+B) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Weighted average number of equity shares 18,44,78,657.00 18,34,66,470.00 184,258,808.00 183,163,717.54 177,745,464.55
outstanding during the year (D)
Net asset value per share (in ₹) (E= (A+B)/C) 18.70 18.18 16.89 19.25 32.92
Note:
1. Number of equity shares is the weighted average number of equity shares at the end of each year/period adjusted for bonus.
2. Net worth is the aggregate of equity share capital and other equity as at the end of the period/year as per the Restated Consolidated Financial
Information.
3. Net asset value per share is calculated by dividing net worth as at the end of the period/year, as restated, by weighted average number of equity shares
post adjustment of bonus shares used in calculating EPS for the period/year.

Reconciliation of debt equity ratio

(₹ in million)
As at and for As at and for As at and for As at and for As at and for
the three the three the year ended the year ended the year ended
months period months period March 31, 2024 March 31, 2023 March 31, 2022
ended June 30, ended June 30,
2024 2023
Non-current borrowings (A) 23.46 - 28.46 - 120.00
Current Borrowings(B) 1,586.65 1,580.76 1,708.89 1,658.35 1,870.00
Total borrowings C = (A+B) 1,610.11 1,580.76 1,737.35 1,658.35 1,990.00
Equity share capital (D) 56.57 0.10 0.10 0.10 0.10
Other equity (E) 3,393.22 3,335.33 3,112.83 3,526.54 5,850.66
Total Equity (F)=(D+E) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Debt equity ratio (G=C/F) 0.47 0.47 0.56 0.47 0.34
Notes:
1. Total Borrowings is the aggregate of current and non-current borrowings as per the restated consolidated financial information as at end of the
relevant period/ year.
2. Debt to Equity is calculated as Total Borrowings divided by total equity, as restated, where Total Borrowings include both non-current and current
borrowings.

In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company, as at and for the Financial
Years 2024, 2023 and 2022 and the reports thereon (collectively, the “Audited Financial Statements”) are available on our
website at www.blackbuck.com/investor-relations.

Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Statements do not constitute, (i) a part of this Red Herring Prospectus; or (ii) a
prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a
solicitation of any offer or an offer document or recommendation or solicitation to purchase or sell any securities under the
Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Audited Financial
Statements should not be considered as part of information that any investor should consider when subscribing for or
purchasing any securities of our Company and should not be relied upon or used as a basis for any investment decision.

None of our Company or any of its advisors, nor BRLMs nor the Selling Shareholders nor any of their respective employees,
directors, affiliates, agents, trustees or representatives accept any liability whatsoever for any loss, direct or indirect, arising
from reliance placed on any information presented or contained in the Audited Financial Statements, or the opinions
expressed therein.

RELATED PARTY TRANSACTIONS

For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24
‘Related Party Disclosures’ for the Financial Years ended March 31, 2024, March 31, 2023 and March 31, 2022 and for the
three months period ended June 30, 2024 and June 30, 2023, and as reported in the Restated Consolidated Financial
Information, see “Restated Consolidated Financial Information – Note 26” on page 307.

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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey the management’s perspective on our financial condition and results of
operations for the three months ended June 30, 2024 and 2023 and Fiscals 2024, 2023 and 2022. We have included in this
section a discussion of our financial statements on a restated consolidated basis.

Some of the information in the following discussion, including information with respect to our business plans and strategies,
contains forward-looking statements that involve risks and uncertainties. You should read “Forward- Looking Statements”
beginning on page 32 for a discussion of the risks and uncertainties related to those statements and “Risk Factors” beginning
on page 34 for a discussion of certain factors that may affect our business, financial condition or results of operations. Our
actual results may differ materially from those expressed in or implied by these forward-looking statements. The following
information is qualified in its entirety by, and should be read together with, the more detailed financial and other information
included in this Red Herring Prospectus, including the information contained in “Risk Factors”, “Industry Overview”,
“Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Information” on
pages 34, 145, 354 and 239,, respectively.

Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our
Restated Consolidated Financial Information for the three months ended June 30, 2024 and 2023 and Fiscals 2024, 2023 and
2022 included in this Red Herring Prospectus. For further information, see “Financial Information” beginning on page 239.
Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the 12 months ended March 31 of
that year.

Unless otherwise indicated, or if the context otherwise requires, in this section, references to “the Company” or “our
Company” are to Zinka Logistics Solutions Limited on a standalone basis, and references to “the Group,” “we,” “us,” and
“our” are to Zinka Logistics Solutions Limited and its Subsidiaries, on a consolidated basis.

In Fiscals 2024, 2023 and 2022, we also operated a corporate freight business. We made a strategic decision to transfer the
corporate freight business to a third party, (the “Slump Sale”), which was completed on August 22, 2024. Thus, we have also
included in this Red Herring Prospectus, the Unaudited Pro Forma Financial Information as of and for the three months
ended June 30, 2024 and the year ended March 31, 2024. The Unaudited Pro Forma Financial Information has been
prepared to illustrate the impact of the Slump Sale and its impact on our financial position as at June 30, 2024 and March 31,
2024 as if the Slump Sale was completed on June 30, 2024 and March 31, 2024, respectively, and our financial performance
for the three months ended June 30, 2024 and the year ended March 31, 2024 as if the Slump Sale was completed as at April
1, 2024 and April 1, 2023, respectively. For further details, see “Pro forma Financial Information” on page 330 and “Risk
Factors –The Unaudited Pro Forma Financial Information included in this Red Herring Prospectus is presented for
illustrative purposes only and may not accurately reflect our future financial condition, financial position and results of
operations.” on page 57.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled “Indian
Trucking Market Opportunity Report” dated October 12, 2024 (the “Redseer Report”) prepared and released by Redseer
Strategy Consultants Private Limited and exclusively commissioned and paid for by us in connection with the Offer, pursuant
to an engagement letter dated February 27, 2024. A copy of the Redseer Report is available on the website of our Company
at www.blackbuck.com/investor-relations. Unless otherwise indicated, financial, operational, industry and other related
information derived from the Redseer Report and included herein with respect to any particular year refers to such
information for the relevant calendar year. For more information, see “Risk Factors — Internal Risks — Certain sections of
this Red Herring Prospectus disclose information from the Redseer Report which has been prepared exclusively for the Offer
and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for
making an investment decision in the Offer is subject to inherent risks” on page 43.

OVERVIEW

Who are we?

We are India’s largest digital platform for truck operators (in terms of number of users), with 963,345 truck operators in the
country transacting on our platform in Fiscal 2024, which comprises 27.52% of India’s truck operators (Source: Redseer
Report). India’s growing economy needs the support of robust logistical capabilities and small and medium size truck
operators are the backbone of logistics in the country. These truck operators are served through value chains which are
unorganized and fragmented, making their operations inefficient (Source: Redseer Report). We are on a mission to digitally
empower India’s truck operators, helping them manage their business and grow their income. Using our platform, our
customers (primarily comprising truck operators) digitally manage payments for tolling and fueling, monitor drivers and
fleets using telematics, find loads on our marketplace and get access to financing for the purchase of used vehicles.

Set out below is a graphic representation of certain key metrics related to our business.

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Truck operators use the BlackBuck mobile application (the “BlackBuck App”) for their diverse business needs. Set out
below are certain key highlights in relation to our business:

• Our gross transaction value (“GTV”) in payments was ₹53,562.01 million and ₹173,961.93 million in the three months
ended June 30, 2024 and Fiscal 2024, respectively. Our customers recharge for tolling and fueling through our
BlackBuck App into the payment instrument of the FASTag and fuel partners. Significant portion of this amount is
deposited into our account and onward remitted to our partners account. GTV payments do not represent the revenue of
our Company. Our commission income in any period/year is only an agreed percentage of the total GTV payments in that
period/year. Our methodology of disclosing the GTV may not be comparable to the methodology used by other platform
companies. For further details on our commission income, see “– Results of Operations” on page 359.

• Truck operators manage their truck-level tolling and fueling operations through the BlackBuck App, and gain cost
benefits and effective control over expenses through decreased risk of pilferage and unauthorized spending.

• Truck operators purchase telematics services such as vehicle tracking and fuel sensors to manage their drivers and fleets.
We had 390,088 and 356,050 average monthly active telematics devices in the three months ended June 30, 2024 and
Fiscal 2024, respectively.

• Truck operators use our loads marketplace product to search for loads to fill their empty capacities or to get a better price
for a load. We had 0.71 million and 2.12 million load postings in the three months ended June 30, 2024 and Fiscal 2024,
respectively, which enabled 133,369 and 256,685 truck operators to get a load during the same periods.

• Truck operators avail used commercial vehicle financing through our platform. As on June 30, 2024, we have facilitated
disbursements of 5,109 loans amounting to ₹2,527.56 million.

Our offerings solve critical problems for our customers and form an integral part of their daily lives. In the three months
ended June 30, 2024 and Fiscal 2024, our monthly transacting truck operators were active for more than 16.26 days and 16.18
days, respectively, in a month and on an average spent 41.54 minutes and 39.56 minutes, respectively, daily, on the
BlackBuck App. The needs of the trucking industry are very specific and the truck operator's demography in India is unique
(Source: Redseer Report). We have built our offerings and distribution strategy specifically for these users and the industry,
and we believe that this is the key underlying reason for the strong truck operator engagement on the BlackBuck App and the
market share we possess.

We follow an omnichannel customer onboarding and servicing strategy, which is made specifically for the demography of
our customer base. We have a digital-led marketing strategy which provides awareness of our solutions and brand to
customers. Using a combination of an on-ground sales force, channel partners and telesales we support customers through
their entire onboarding process. Among new-age digital platforms in the trucking sector, we have the largest physical network
(in terms of number of Touchpoints) across India and as of June 30, 2024, we have sold and serviced our products across 628
districts constituting 80% of India’s districts, including in all of the major transportation hubs and across 76% of the toll plaza
network in India (Source: Redseer Report). We have a digitally enabled network of 9,374 touchpoints to conduct onboarding
and servicing activities as of June 30, 2024. Our network is one of our core strengths and enables us to build trust with
customers and provides the necessary service infrastructure for our customers. For further details of our distribution strategy,
see “Our Business – Omnichannel distribution network with robust sales and service strategy” and “Our Business – Sales,
Distribution and Marketing” on pages 170 and 185, respectively.

SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those discussed
in the section titled “Risk Factors” on page 34. The following is a discussion of certain factors that we believe have had, and
will continue to have, a significant effect on our financial condition and results of operations.

355
Ability to maintain and grow average monthly transacting truck operators

Our customer base has grown significantly in the last three years, demonstrated by the growth in our average monthly
transacting truck operators which increased to 597,638 in Fiscal 2024 from 458,025 in Fiscal 2023 and 261,304 in Fiscal
2022. Further, our average monthly transacting truck operators increased to 687,994 in the three months ended June 30, 2024.

Our revenues depend on the number of active transacting truck operators on our platform, which in turn depends on our
ability to: provide value to our customers, continually evolve our platform offerings and provide effective customer support.

Our ability to offer tailor-made, easy-to-use solutions for Indian truck operators, our physical presence through touchpoints
and customer support at all hours for the segment of customers we serve, is a key factor for our leadership position in the
digital trucking platform business. We have made investments, and plan to continue to invest towards acquiring new
customers and increase sales to our existing customers. We have been able to grow our customer base of annual transacting
truck operators to 963,345 in Fiscal 2024 from 482,446 in Fiscal 2022. In addition to onboarding new customers, we also
depend on our ability to increase sales to existing customers. Our relationships with our customers have grown by proving our
reliability and quality through initially fulfilling their single or select use-case requirements (e.g., telematics and/or
payments), and eventually becoming a multi-solution provider to them (with our loads marketplace and vehicle financing
offerings). This is demonstrated by the growth in our average monthly transacting truck operators using more than two
services, which as a percentage of average monthly transacting truck operators grew to 45.20% in the three months ended
June 30, 2024, 43.34% in Fiscal 2024 from 20.83% in Fiscal 2022.

Our ability to increase sales to existing customers depends on a number of factors, including our distribution network, our
customer servicing, customers’ level of satisfaction with our offerings and economic conditions, among others. We have
made, and plan to continue to invest towards acquiring new customers and increasing sales to our existing customers. Going
forward, we intend to continue to invest in deepening our distribution base and increasing the density of our distribution in
key strategic pockets across India. Also see “- Significant Factors Affecting our Financial Condition and Results of
Operations - Ability to manage costs and enhance operating leverage” on page 358.

Ability to maintain and grow payments GTV and payments transactions

Our payments business is one of our core offerings. This offering provides solutions in relation to two significant expenses of
truck operators, i.e., tolls and fuel payments. We enable truck operators to make these payments efficiently and securely
through the BlackBuck App. Set out below is a graphic representation of the growth in the GTV from our payments offering
(i.e., the rupee value of total successful transactions made in our payments offering) in the last three years. Our customers
recharge for tolling and fueling through our BlackBuck App into the payment instrument of the FASTag and fuel partners.
Significant portion of this amount is deposited into our account and onward remitted to our partners account. GTV payments
do not represent the revenue of our Company. Our commission income in any period/year is only an agreed percentage of the
total GTV payments in that period/year. Our methodology of disclosing the GTV may not be comparable to the methodology
used by other platform companies. For further details on our commission income, see “– Results of Operations” on page 359.

356
Our GTV from our payments offering increased to ₹173,961.93 million in Fiscal 2024 from ₹121,945.86 million in Fiscal
2023 and ₹80,031.82 million in Fiscal 2022. Our GTV from our payments offering was ₹53,562.01 million in the three
months ended June 30, 2024.

We generate revenues from this offering primarily through commissions from our FASTag Partner Banks and OMC Partners,
as well as various fees and charges from truck operators. Our FASTag Partner Banks pay us commission on the toll
transaction flowthrough (our tolling GTV), whereas our OMC Partners pay us a commission margin on the fuel transaction
flowthrough, based on the volume of monthly consumption of fuel and monthly transaction value of fuel purchased through
our fueling cards (our fueling GTV). Our ability to maintain strong uptime and provide robust customer value propositions
result in increased transactions by customers and consequentially leads to growth in the GTV for our payments offering. In
addition, our success in this business depends significantly on our ability to continue to maintain our relationship with our
FASTag Partner Banks and OMC Partners. Any changes to the terms of our arrangements by any of our FASTag Partner
Banks or OMC Partners may impact our revenues.

Ability to grow monthly active telematics devices

Our telematics business is one of our core offerings. In telematics, we provide vehicle tracking solutions and fuel sensors to
truck operators, to manage their drivers and fleets through the BlackBuck App. According to the Redseer Report, we have
become one of the largest players in the vehicle tracking market in India in Fiscal 2024, with our average monthly active
telematics devices increasing to 356,050 in Fiscal 2024 from 284,098 in Fiscal 2023 and 101,560 in Fiscal 2022. Our average
monthly active telematics devices in the three months ended 30 June 2024 was 390,088.

We generate revenues from our telematics offerings through subscription fees which are charged to our customers. In order to
grow this offering, we have continually built and intend to continue to build strong customer value propositions. The growth
of our telematics offering also depends on our sales and distribution network and our ability to strengthen our customer
experience. Also see “- Significant Factors Affecting our Financial Condition and Results of Operations - Ability to manage
costs and enhance operating leverage” on page 358.

Macroeconomic conditions in the logistics industry and fuel prices

Our business depends on the overall macroeconomic conditions that impact freight volumes and truck capacity. While our
business benefits from an improvement in the economic environment, any adverse macroeconomic conditions would subject
our business to various risks which may have an adverse impact on our operating results and cause us to not achieve growth
or profitability. For instance, an increase in overall freight volumes would lead to an increase in revenues and opportunities
for growth, and conversely, decreases in overall freight volumes would lead to a decrease in our revenues. Our business also
depends on the economic condition of our customers (i.e., truck operators). If a large number of truck operators go out of
business due to macroeconomic or other reasons, our business would also be impacted. We are also dependent on the
movement of fuel prices in India. A growth in retail fuel prices could cause an increase in our revenue from commissions
from our fuel cards. However, a significant increase in fuel prices may discourage fuel consumption, which may have a
negative impact on our commissions and revenue from operations. In addition to the above, other macroeconomic factors
affecting India, such as increased inflation, increased labor costs and increased vehicle purchase, rental, or maintenance costs
may also affect the costs incurred by truck operators when providing services through our platform, which in turn would
impact our revenues.

Ability to optimize our existing offerings and launch new offerings that are attractive to customers

To service and grow our relationships with our existing customers and to win new customers, we must be able to provide
them with products that address their requirements, to anticipate and understand trends in the logistics industry, and to
357
continually address customers’ requirements as those requirements change and evolve. Driven by our offerings which aim to
address key challenges faced by our customers and our ability to continually innovate and offer new products which aim to
streamline our customers’ operations, we have achieved strong retention rates among our customers. If we are able to
anticipate and respond to our customers’ requirements on a timely and cost-efficient basis, we expect to receive repeat
business from existing customers. Leveraging our large customer base, we are able to obtain a sizeable amount of data and
insight into the businesses of our customers, which helps us launch new offerings and make our solutions integral to our
customers’ operations. We aim to continue to leverage our domain expertise, data-led insights, and technology capabilities to
continuously iterate and expand our suite of products and services, ensuring that we continue to address the evolving needs of
our customers. If we are able to generate healthy demand for our offerings, this will have a positive impact on our revenues,
leading to an increase in profit margins. Conversely, if we are unable to successfully develop new products and enhance
existing offerings or if our customers are dissatisfied with our offerings for any reason, this would have an adverse effect on
our revenues and profits.

Ability to manage costs and enhance operating leverage

We are an asset light business, with high contribution margins. Our contribution margins were 91.10%, 90.68% and 92.16%
in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. Our contribution margin was 93.27% for the three months ended
June 30, 2024.

Our most significant costs are employee costs and benefits and manpower services expenses, which primarily relate to costs
incurred towards engaging our sales, distribution and marketing personnel. Given the importance of our sales and distribution
network, we expect to continue to invest towards developing this network further. Set out below are details of our employee
benefits expenses and manpower services expenses.

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
(₹ % of (₹ % of (₹ % of (₹ % of (₹ % of
million) total million) total million) total million) total million) total
income income income income income
Employee Benefit Expenses 354.55 36.06% 363.88 56.54% 1,374.17 43.42% 1,628.79 83.49% 1,262.30 80.85%
(excluding employee share
based payment expenses)
Manpower and Agency 285.49 29.03% 155.14 24.11% 971.01 30.68% 1,098.06 56.28% 723.43 46.34%
services
Note: Percentage of total income refers to expenses in the above table divided by total income from continuing operations as per the Restated Consolidated
Financial Information.

We have consciously focused on optimizing our operations and costs to drive productivity and effectiveness. The results of
these efforts are evident in the decline in both our employee benefits expenses and our manpower services expenses, as a
percentage of our total income in the three months ended June 30, 2024 and Fiscals 2024 and 2023, compared with Fiscal
2022.

As an asset-light company, with marginal debt, our non-operating expenses, namely, depreciation, amortization and interest,
are minimal. Further our robust average retention rates of our customers allows our platform to achieve high lifetime
customer value. This in turn helps achieve attractive unit economics for our business. Long term retention creates strong
operating leverage for future EBITDA margins while maintaining a steady state of customer acquisition cost and therefore the
continued success and growth of our business depends on our ability to retain customers through developing quality offerings
and enhancing the customer experience across our offerings.

PRINCIPAL COMPONENTS OF OUR RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

The following descriptions set forth information with respect to the key components of our profit and loss statement.

Total Income

Revenue from Continuing Operations: Revenue from continuing operations primarily comprises: (a) commission income
from (i) FASTag Bank Partners on the toll transaction flowthrough and (ii) OMC Partners on the fueling transaction
flowthrough; (b) subscription fees for telematics devices; (c) a combination of convenience charges, service fees, subscription
charges from truck operators (in relation to our tolling offerings) and subscription fees (in relation to our fueling offerin gs);
(d) service fees from our vehicle financing offering; and (e) other revenue include interest income from loans and revenues
from other ancillary activities, which do not fall under any of the previous categories of revenue.

Other income: Other income primarily includes interest income on bank deposits, interest income on intercorporate deposits,
interest income on bonds (amortized cost) and interest on income tax refunds, net gain/(loss) on sale of mutual funds and fair
value gain/(loss) from mutual funds designated as FVTPL. In addition, other income also includes interest on lease deposits
and certain other miscellaneous income.

358
Total Expenses

Employee benefits expense: Employee benefits expense primarily consists of salaries, wages and bonuses, contribution to
provident and other funds including employee state insurance and labor welfare fund, employee share-based payment
expenses, compensated absences, gratuity expenses, and staff welfare expenses.

Depreciation and amortization expense: Depreciation and amortization expense primarily relates to depreciation on property,
plant and equipment (such as telematics devices, computer equipment, office equipment, furniture and fixtures, motor
vehicles, and leasehold improvements), depreciation on right-of-use assets, buildings and amortization of intangible assets
(such as computer software).

Other expenses: Other expenses primarily relate to manpower services, information technology and communication expenses,
business promotion and advertisement expenses, legal and professional charges, travelling and conveyance expenses, office
maintenance expenses, rates and taxes, insurance expenses, rent, bank charges, recruitment charges and miscellaneous
expenses.

Other losses (net): Other losses (net) primarily consist of loss on fair valuation of embedded derivatives linked to the right to
subscribe options provided to certain parties on equity shares, gains on the waiver of embedded derivatives, loss on the
disposal of property, plant and equipment, loss on foreign exchange transaction/translation and loss on sale of investment in
one our subsidiaries.

Finance costs: Finance costs primarily consist of interest expense on non-current borrowings, interest expense on working
capital demand loans, interest expense bank overdrafts, interest on lease liabilities and interest on others including interest
expenses related to certain loans availed by our Subsidiaries.

Discontinued operation

On January 25, 2024, our Board of Directors approved a plan to dispose of our corporate freight business, consistent with our
long-term strategy. We entered into a binding agreement with a third party to dispose of this business. This business has been
carved out and identified as “discontinued operations” in the restated consolidated statement of profit and loss for each of
Fiscal 2024, 2023 and 2022.

RESULTS OF OPERATIONS

The following table sets forth selected financial data from our restated consolidated summary statement of profit and loss for
the three months ended June 30, 2024 and 2023 and Fiscals 2024, 2023 and 2022, the components of which are expressed as a
percentage of total income for such periods/years.

Three months ended June 30, Fiscal

2024 2023 2024 2024 2023
(₹ % of (₹ (₹ % of total % of total (₹ million) % of total (₹ million) (₹ million)
million) total million) million) income income income
income
Continuing
Operations
Income
Revenue from 921.66 93.73% 594.67 92.40% 2,969.22 93.81% 1,756.80 90.05% 1,193.26 76.43%
operations
Other income 61.59 6.26% 48.92 7.60% 195.92 6.19% 194.12 9.95% 241.54 15.47%
Other gains/ losses 0.05 0.01% - - - - - - 126.48 8.10%
(net)
Total income 983.30 100.00% 643.59 100.00% 3,165.14 100.00% 1,950.92 100.00% 1,561.28 100.00%
Expenses
Employee benefits 391.93 39.86% 529.00 82.20% 2,869.27 90.65% 2,195.54 112.54% 2,160.80 138.40%
expense
Depreciation and 69.49 7.07% 69.43 10.79% 253.35 8.00% 204.07 10.46% 152.50 9.77%
amortization expense
Other expenses 446.15 45.37% 337.84 52.49% 1,657.62 52.37% 1,866.78 95.69% 1,377.83 88.25%
Other gains/ losses - - 34.16 5.31% 26.05 0.82% 19.38 0.99% - 0.00%
(net)
Finance costs 7.64 0.78% 6.10 0.95% 27.95 0.88% 31.96 1.64% 171.26 10.97%
Total expenses 915.21 93.08% 976.53 151.73% 4,834.24 152.73% 4,317.73 221.32% 3,862.39 247.39%
Restated profit/(loss) 68.09 6.92% (332.94) (51.73%) (1,669.10) (52.73)% (2,366.81) (121.32)% (2,301.11) (147.39)%
before exceptional
items and tax from
continuing operations
Exceptional item 256.23 26.06% - - - - - - - -
Restated profit/(loss) 324.32 32.98% (332.94) (51.73)% (1,669.10) (52.73)% (2,366.81) (121.32)% (2,301.11) (147.39)%
before tax from

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continuing operations
Income tax expense
Current tax expense 0.54 0.05% 0.24 0.04% 0.76 0.02% 1.68 0.09% 2.38 0.15%
Deferred tax - - - - - - - - - -
charge/(credit)
Total tax expense 0.54 0.05% 0.24 0.04% 0.76 0.02% 1.68 0.09% 2.38 0.15%
Restated profit/(loss) 323.78 32.93% (333.18) (51.77)% (1,669.86) (52.76)% (2,368.49) (121.40)% (2,303.49) (147.54)%
for the period/year
from continuing
operations
Restated (Loss) from (37.06) (3.77%) (26.21) (4.07)% (269.63) (8.52)% (536.49) (27.50)% (542.15) (34.72)%
discontinued
operations
Restated profit/(loss) 286.72 29.16% (359.39) (55.84)% (1,939.49) (61.28)% (2,904.98) (148.90)% (2,845.64) (182.26)%
for the period/year
Restated other
comprehensive
income
Items that will not be
reclassified to profit
or loss
Remeasurements of (0.53) (0.05)% 0.21 0.03% 2.39 0.08% 2.56 0.13% (0.37) (0.02)%
post-employment
benefit obligations
Items that will be
reclassified to profit
or loss
Exchange differences - - - - - - (0.23) (0.01)% (1.41) (0.09)%
on translation of
foreign operations
Restated other (0.53) (0.05)% 0.21 0.03% 2.39 0.08% 2.33 0.12% (1.78) (0.11)%
comprehensive
income for the
period/year
Restated total 286.19 29.11% (359.18) (55.81)% (1,937.10) (61.20)% (2,902.65) (148.78)% (2,847.42) (182.38)%
comprehensive
income for the
period/year

Three months ended June 30, 2024 compared to three months ended June 30, 2023

Key Developments

• Our average monthly transacting truck operators increased to 687,994 in the three months ended June 30, 2024 from
556,437 in the three months ended June 30, 2023.

• The GTV for our payments offering grew to ₹53,562.01 million in the three months ended June 30, 2024 from
₹38,970.71 million in the three months ended June 30, 2023. Our customers recharge for tolling and fueling through our
BlackBuck App into the payment instrument of the FASTag and fuel partners. Significant portion of this amount is
deposited into our account and onward remitted to our partners account. GTV payments do not represent the revenue of
our Company. Our commission income in any period/year is only an agreed percentage of the total GTV payments in that
period/year. Our methodology of disclosing the GTV may not be comparable to the methodology used by other platform
companies.

• Our average monthly active telematics devices increased to 390,088 in the three months ended June 30, 2024 from
340,011 in the three months ended June 30, 2023.

Total Income. Our total income increased by 52.78% to ₹983.30 million in the three months ended June 30, 2024 from
₹643.59 million in the three months ended June 30, 2023, primarily due to the reasons discussed below.

The following table sets forth details of our revenue from continuing operations for the periods indicated:

Particulars Three months ended June 30, Growth (%)*

2024 2023
(₹ million) % of total revenue (₹ million) % of total revenue
from continuing from continuing
operations operations
Commission income 378.75 41.09% 267.91 45.05% 41.37%
Subscription fees 353.65 38.37% 227.98 38.34% 55.12%
Service fees 178.42 19.36% 98.78 16.61% 80.62%

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 Particulars Three months ended June 30, Growth (%)*
2024 2023
(₹ million) % of total revenue (₹ million) % of total revenue
from continuing from continuing
operations operations
Others** 10.84 1.18% - - -
Total 921.66 100.00% 594.67 100.00% 54.99%
* Growth (%) – Growth is calculated as (relevant period amount/ number minus previous period amount/ number) divided by previous period amount/
number.
** Others includes interest income from loans given, and revenues from other ancillary activities, which do not fall under any of the previous categories of
revenue.

Revenue from continuing operations. Our revenue from continuing operations increased by 54.99% to ₹921.66 million in the
three months ended June 30, 2024 from ₹594.67 million in the three months ended June 30, 2023, primarily due to an
increase in our average monthly transacting truck operators which led to an increase in our commission income, subscription
fees and service fees. Our commission income increased by 41.37% to ₹378.75 million in the three months ended June 30,
2024 from ₹267.91 million in the three months ended June 30, 2023 on account of an increase in the GTV of payments led by
an increase in our average monthly transacting truck operators. Our revenue from subscription fees increased by 55.12% to
₹353.65 million in the three months ended June 30, 2024 from ₹227.98 million in the three months ended June 30, 2023
primarily due to increase in users of vehicle tracking and FASTag Gold services. Our revenue from service fees also
increased by 80.62% to ₹178.42 million in the three months ended June 30, 2024 from ₹98.78 million in the three months
ended June 30, 2023.

Other income. Other income marginally increased by 25.90% to ₹61.59 million in the three months ended June 30, 2024 from
₹48.92 million in the three months ended June 30, 2023. This was primarily due to an increase in interest income on bank
deposits by 197.51% to ₹35.91 million in the three months ended June 30, 2024 from ₹12.07 million in the three months
ended June 30, 2023.

Expenses. Total expenses decreased by 6.28% to ₹915.21 million in the three months ended June 30, 2024 from ₹976.53
million in the three months ended June 30, 2023.

Employee benefits expense. Employee benefits expense decreased by 25.91% to ₹391.93 million in the three months ended
June 30, 2024 from ₹529.00 million in the three months ended June 30, 2023, primarily due to a decrease in employee share
based payment expenses by 77.36% to ₹37.38 million in the three months ended June 30, 2024 from ₹165.12 million in the
three months ended June 30, 2023 and salaries, wages and bonus by 3.70% to ₹323.70million in the three months ended June
30, 2024 from ₹336.12 million in the three months ended June 30, 2023. This was offset by an increase in staff welfare
expenses by 67.74% to ₹10.92 million in the three months ended June 30, 2024 from ₹6.51 million in the three months ended
June 30, 2023.

Depreciation and amortization expense. Depreciation and amortization expenses increased by 0.09% to ₹69.49 million in the
three months ended June 30, 2024 from ₹69.43 million in the three months ended June 30, 2023, primarily due to an increase
in depreciation on plant and machinery (telematics) by 0.95% to ₹57.12 million in the three months ended June 30, 2024 from
₹56.58 million in the three months ended June 30, 2023 on account of addition of telematics devices.

Other expenses. Other expenses increased by 32.06% to ₹446.15 million in the three months ended June 30, 2024 from
₹337.84 million in the three months ended June 30, 2023, primarily due to the following reasons:

• Manpower services and agency cost increased by 84.02% to ₹285.49 million in the three months ended June 30, 2024
from ₹155.14 million in the three months ended June 30, 2023 primarily due to an increase in our off-roll employee
headcount to 3,688 from 2,628.

• Information technology and communication expenses increased by 26.23% to ₹79.54 million in the three months ended
June 30, 2024 from ₹63.01 million in the three months ended June 30, 2023, primarily due to investment in technology
infrastructure in line with the growth of our business.

• Travelling and conveyance increased by 22.25% to ₹25.11 million in the three months ended June 30, 2024 from ₹20.54
million in the three months ended June 30, 2023, primarily due to an increase in the number of our sales and marketing
employees and the increase in travelling expenses of such employees.

Other (gains)/losses (net): Other (gains) (net) was ₹ (0.05 million) in the three months ended June 30, 2024 as compared to
₹34.16 million in the three months ended June 30, 2023 due to a decrease in loss on fair valuation of embedded derivatives.

Finance costs. Finance costs increased by 25.25% to ₹7.64 million in the three months ended June 30, 2024 from ₹6.10
million in the three months ended June 30, 2023 primarily due to an increase in interest expense on working capital demand
loans by 50.42% to ₹3.55 million in the three months ended June 30, 2024 from ₹2.36 million in the three months ended June
30, 2023 and interest expense on non-current borrowings to ₹1.32 million in the three months ended June 30, 2024 from nil in
the three months ended June 30, 2023.

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Exceptional item. Exceptional item was ₹256.23 million in the three months ended June 30, 2024 as compared to nil in the
three months ended June 30, 2023, primarily due to a gain on extinguishment of embedded derivatives of ₹256.23 million in
the three months ended June 30, 2024 as compared to nil in the three months ended June 30, 2023.

Restated profit/(loss) for the period/year from continuing operations. For the various reasons discussed above, our restated
profit for the period/year from continuing operations was ₹323.78 million in the three months ended June 30, 2024 as
compared to our restated (loss) for the period/year from continuing operations of ₹(333.18) million in the three months ended
June 30,2023.

Restated (loss) from discontinued operations. Our restated (loss) from discontinued operations (i.e., our corporate freight
business) increased by 41.40% to ₹(37.06) million in the three months ended June 30, 2024 from ₹(26.21) million in the three
months ended June 30, 2023 driven by a reduction in the size of our corporate freight business.

Restated profit/(loss) for the period/year. For the various reasons discussed above, our restated profit for the period/year was
₹286.72 million in the three months ended June 30, 2024 as compared to our restated (loss) for the period/year of ₹(359.39)
million in the three months ended June 30, 2023.

Fiscal 2024 compared to Fiscal 2023

Key Developments

• Our average monthly transacting truck operators increased to 597,638 in Fiscal 2024 from 458,025 in Fiscal 2023.

• The GTV for our payments offering grew to ₹173,961.93 million in Fiscal 2024 from ₹121,945.86 million in Fiscal
2023. Our customers recharge for tolling and fueling through our BlackBuck App into the payment instrument of the
FASTag and fuel partners. Significant portion of this amount is deposited into our account and onward remitted to our
partners account. GTV payments do not represent the revenue of our Company. Our commission income in any
period/year is only an agreed percentage of the total GTV payments in that period/year. Our methodology of disclosing
the GTV may not be comparable to the methodology used by other platform companies.

• Our average monthly active telematics devices increased to 356,050 in Fiscal 2024 from 284,098 in Fiscal 2023.

• We started providing vehicle finance through our own balance sheet through our subsidiary, BlackBuck FinServe, which
received its non-deposit-taking NBFC license on August 1, 2023 and commenced operations in October 2023. We have
disbursed a total of 273 vehicle loans through BlackBuck FinServe in Fiscal 2024.

Total Income. Our total income increased by 62.24% to ₹3,165.14 million in Fiscal 2024 from ₹1,950.92 million in Fiscal
2023, primarily due to the reasons discussed below.

The following table sets forth details of our revenue from continuing operations for the years indicated:

Particulars Fiscal Year-on- Year

2024 2023 growth (%)*
(₹ million) % of total revenue from (₹ million) % of total revenue from
continuing operations continuing operations
Commission income 1,272.46 42.86% 880.64 50.13% 44.49%
Subscription fees 1,178.89 39.70% 742.75 42.28% 58.72%
Service fees 509.51 17.16% 132.79 7.56% 283.70%
Others** 8.36 0.28% 0.62 0.04% 1248.37%
Total 2,969.22 100.00% 1,756.80 100.00% 69.01%
* Year-on-year growth (%) – Year on Year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by
Previous Year Amount/ number.
** Others includes interest income from loans given, and revenues from other ancillary activities, which do not fall under any of the previous categories of
revenue.

Revenue from continuing operations. Our revenue from continuing operations increased by 69.01% to ₹2,969.22 million in
Fiscal 2024 from ₹1,756.80 million in Fiscal 2023, primarily due to an increase in our average monthly transacting truck
operators which led to an increase in our commission income, subscription fees and service fees. Our commission income
increased by 44.49% to ₹1272.46 million in Fiscal 2024 from ₹880.64 million in Fiscal 2023 on account of an increase in the
GTV of payments led by an increase in our average monthly transacting truck operators. Our revenue from subscription fees
increased by 58.72% to ₹1,178.89 million in Fiscal 2024 from ₹742.75 million in Fiscal 2023. Our revenue from service fees
also increased by 283.70% to ₹509.51 million in Fiscal 2024 from ₹132.79 million in Fiscal 2023.

Other income. Other income marginally increased by 0.93% to ₹195.92 million in Fiscal 2024 from ₹194.12 million in Fiscal
2023. This was primarily due to an increase in interest income on bank deposits by 98.15% to ₹82.37 million in Fiscal 2024
from ₹41.57 million in Fiscal 2023, offset by a decrease of interest income on bonds by 55.26% to ₹32.99 million in Fiscal
2024 from ₹73.74 million in Fiscal 2023.

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Expenses. Total expenses increased by 11.96% to ₹4,834.24 million in Fiscal 2024 from ₹4,317.73 million in Fiscal 2023.

Employee benefits expense. Employee benefits expense increased by 30.69% to ₹2,869.27 million in Fiscal 2024 from
₹2,195.54 million in Fiscal 2023, primarily due to an increase in employee share based payment expenses by 163.80% to
₹1,495.10 million in Fiscal 2024 from ₹566.75 million in Fiscal 2023. This was offset by a decrease in salaries, wages and
bonus by 16.13% to ₹1,272.55 million in Fiscal 2024 from ₹1,517.31 million in Fiscal 2023 primarily due to a decrease in our
permanent employee head count to 1,783 from 1,791.

Depreciation and amortization expense. Depreciation and amortization expenses increased by 24.15% to ₹253.35 million in
Fiscal 2024 from ₹204.07 million in Fiscal 2023, primarily due to an increase in depreciation on plant and machinery
(telematics) by 31.92% to ₹202.63 million in Fiscal 2024 from ₹153.60 million in Fiscal 2023.

Other expenses. Other expenses decreased by 11.20% to ₹1,657.62 million in Fiscal 2024 from ₹1,866.78 million in Fiscal
2023, primarily due to the following reasons:

• Manpower services decreased by 11.57% to ₹971.01 million in Fiscal 2024 from ₹1,098.06 million in Fiscal 2023.
primarily due to decrease in our off-roll employee headcount to 7,969 from 8,679.

• Information technology and communication expenses increased by 7.98% to ₹317.57 million in Fiscal 2024 from
₹294.11 million in Fiscal 2023, primarily due to an increase in our average monthly active telematics devices.

• Legal and professional charges marginally increased by 9.03% to ₹80.84 million in Fiscal 2024 from ₹75.06 million in
Fiscal 2023.

• Business promotion and advertisement expenses decreased by 64.37% to ₹70.63 million in Fiscal 2024 from ₹198.25
million in Fiscal 2023.

• Recruitment charges decreased by 52.76% to ₹3.13 million in Fiscal 2024 from ₹6.62 million in Fiscal 2023, primarily
due to an increase in in-house hiring, and a decrease in new hires in Fiscal 2024.

Other losses (net). Other losses (net) increased by 34.42 % to ₹26.05 million in Fiscal 2024 from ₹19.38 million in Fiscal
2023, primarily due to an increase in loss on fair valuation of embedded derivatives by 229.73% to ₹108.91 million in Fiscal
2024 from ₹33.03 million in Fiscal 2023.

Finance costs. Finance costs decreased by 12.55% to ₹27.95 million in Fiscal 2024 from ₹31.96 million in Fiscal 2023
primarily due to repayment of non-current borrowings in Fiscal 2023 leading to a decrease in interest expenses on non-current
borrowings by 88.42% to ₹1.43 million in Fiscal 2024 from ₹12.35 million in Fiscal 2023.

Restated (Loss) before tax from continuing operations. For the various reasons discussed above, our restated (loss) before
tax from continuing operations decreased by 29.48% to ₹(1,669.10) million in Fiscal 2024 from ₹(2,366.81) million in Fiscal
2023.

Tax expenses. Total tax expenses decreased by 54.76% to ₹0.76 million in Fiscal 2024 from ₹1.68 million in Fiscal 2023.

Restated (Loss) for the period/year from continuing operations. For the various reasons discussed above, our restated (loss)
for the period/year from continuing operations decreased by 29.50% to ₹(1,669.86) million in Fiscal 2024 from ₹(2,368.49)
million in Fiscal 2023.

Restated (Loss) from discontinued operations. Our restated (loss) from discontinued operations (i.e., our corporate freight
business) decreased by 49.74% to ₹(269.63) million in Fiscal 2024 from ₹(536.49) million in Fiscal 2023 driven by a
reduction in the size of our corporate freight business.

Restated (Loss) for the period/year. For the various reasons discussed above, our restated (loss) for the period/year decreased
by 33.24% to ₹(1,939.49) million in Fiscal 2024 from ₹(2,904.98) million in Fiscal 2023.

Fiscal 2023 compared to Fiscal 2022

Key Developments

• Our average monthly transacting truck operators increased to 458,025 in Fiscal 2023 from 261,304 in Fiscal 2022.

• The GTV for our payments offering grew to ₹121,945.86 million in Fiscal 2023 from ₹80,031.82 million in Fiscal 2022.
Our customers recharge for tolling and fueling through our BlackBuck App into the payment instrument of the FASTag
and fuel partners. Significant portion of this amount is deposited into our account and onward remitted to our partners
account. GTV payments do not represent the revenue of our Company. Our commission income in any period/year is
only an agreed percentage of the total GTV payments in that period/year. Our methodology of disclosing the GTV may
not be comparable to the methodology used by other platform companies.

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• Our average monthly active telematics devices increased to 284,098 in Fiscal 2023 from 101,560 in Fiscal 2022.

• We started our vehicle finance business in June 2022, by serving a small segment of customers, with financing
arrangements with our Financial Partners.

Total Income. Our total income increased by 24.96% to ₹1,950.92 million in Fiscal 2023 from ₹1,561.28 million in Fiscal
2022, primarily due to the reasons discussed below.

The following table sets forth details of our revenue from continuing operations for the years indicated:

Particulars Fiscal Year-on- Year

2023 2022 growth (%)*
(₹ million) % of total revenue from (₹ million) % of total revenue from
continuing operations continuing operations
Commission income 880.64 50.13% 750.99 62.94% 17.27%
Subscription fees 742.75 42.28% 391.09 32.78% 89.92%
Service fees 132.79 7.56% 44.46 3.73% 198.66%
Others# 0.62 0.04% 6.72 0.56% (90.78)%
Total 1,756.80 100.00% 1,193.26 100.00% 47.23%
* Year-on-year growth (%) – Year on Year growth is calculated as (Relevant Year Amount/ number minus Previous Year Amount/ number) divided by
Previous Year Amount/ number.
# Others includes interest income from loans and revenues from other ancillary activities, which do not fall under any of the previous categories of
revenue from continuing operations.

Revenue from continuing operations. Our revenue from continuing operations increased by 47.23% to ₹1,756.80 million in
Fiscal 2023 from ₹1,193.26 million in Fiscal 2022, primarily due to an increase in commission income, subscription fees and
service fees.

Our commission income increased by 17.27% to ₹880.64 million in Fiscal 2023 from ₹750.99 million in Fiscal 2022 on
account of an increase in our average monthly transacting truck operators and an increase in GTV in payments. Our revenue
from subscription fees increased by 89.92% to ₹742.75 million in Fiscal 2023 from ₹391.09 million in Fiscal 2022, primarily
due to an increase in the number of average monthly transacting truck operators and an increase in our monthly active
telematics devices. Our revenue from service fees also increased by 198.67% to ₹132.79 million in Fiscal 2023 from ₹44.46
million in Fiscal 2022, attributable to the launch of our vehicle financing offering in Fiscal 2023.

Other income. Other income decreased by 19.63% to ₹194.12 million in Fiscal 2023 from ₹241.54 million in Fiscal 2022,
primarily due to a decrease in interest income on bank deposits by 31.89% to ₹41.57 million in Fiscal 2023 from ₹61.03
million in Fiscal 2022 and a decrease in interest income on intercorporate deposits by 34.22% to ₹45.84 million in Fiscal
2023 from ₹69.69 million in Fiscal 2022.

Other gains (net). Other gains (net) decreased to nil in Fiscal 2023 from ₹126.48 million in Fiscal 2022, primarily due to an
increase in loss on fair valuation of embedded derivatives to ₹33.03 million which was reflected as expense line item in Fiscal
2023 from a gain of ₹(120.72) million in Fiscal 2022.

Expenses. Total expenses increased by 11.79% to ₹4,317.73 million in Fiscal 2023 from ₹3,862.39 million in Fiscal 2022.

Employee benefits expense. Employee benefits expenses marginally increased by 1.61% to ₹2,195.54 million in Fiscal 2023
from ₹2,160.80 million in Fiscal 2022, primarily due to an increase in salaries, wages and bonuses by 31.43% to ₹1,517.31
million in Fiscal 2023 from ₹1,154.46 million in Fiscal 2022 on account of an increase in our contribution to provident and
other funds by 30.54% to ₹55.69 million in Fiscal 2023 from ₹42.66 million in Fiscal 2022. This was offset by a decrease in
employee share based payment expenses by 36.92% to ₹566.75 million in Fiscal 2023 from ₹898.50 million in Fiscal 2022.

Depreciation and amortization expense. Depreciation and amortization expenses increased by 33.82% to ₹204.07 million in
Fiscal 2023 from ₹152.50 million in Fiscal 2022, primarily due to an increase in depreciation on plant and machinery
(telematics) by 113.78% to 153.60 million in Fiscal 2023 from ₹71.85. million in Fiscal 2022.

Other expenses. Other expenses increased by 35.49% to ₹1,866.78 million in Fiscal 2023 from ₹1,377.83 million in Fiscal
2022, primarily due to the following reasons.

• Manpower services increased by 51.79% to ₹1,098.06 million in Fiscal 2023 from ₹723.43 million in Fiscal 2022,
primarily due to an increase in our off-roll employee headcount to 8,679 in Fiscal 2023 from 7,005 in Fiscal 2022.

• Business promotion and advertisement expenses marginally decreased by 5.69% to ₹198.25 million in Fiscal 2023 from
₹210.20 million in Fiscal 2022, primarily due to a decrease in advertisement cost in Fiscal 2023 compared to
advertisement costs in Fiscal 2022.

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• Information technology and communication expenses increased by 51.32% to ₹294.11 million in Fiscal 2023 from
₹194.37 million in Fiscal 2022, primarily due to investment in scaling technology infrastructure in line with the growth
of our business.

• Travelling and conveyance expenses increased by 60.59% to ₹84.00 million in Fiscal 2023 from ₹52.31 million in Fiscal
2022, primarily due to an increase in the number of our sales and marketing employees and the increase in travelling
needs of such employees in Fiscal 2023.

• Legal and professional charges increased by 19.01% to ₹75.06 million in Fiscal 2023 from ₹63.07 million in Fiscal 2022,
primarily due to an increase in technical consultancy services.

Other losses (net). Other losses (net) increased to ₹19.38 million in Fiscal 2023 compared to nil in Fiscal 2022, primarily due
to increase in loss on fair valuation of embedded derivatives.

Finance costs. Finance costs decreased by 81.34% to ₹31.96 million in Fiscal 2023 from ₹171.26 million in Fiscal 2022,
primarily due to a decrease in interest expenses on non-current borrowings by 90.98% to ₹12.35 million in Fiscal 2023 from
₹136.90 million in Fiscal 2022, and a decrease in interest expenses on working capital demand loans by 49.31% to ₹13.38
million in Fiscal 2023 from ₹26.39 million in Fiscal 2022.

Restated (Loss) before tax from continuing operations. For the various reasons discussed above, our restated (loss) before
tax from continuing operations increased by 2.86% to ₹(2,366.81) million in Fiscal 2023 from ₹(2,301.11) million in Fiscal
2022.

Tax expenses. Total tax expenses decreased by 29.34% to ₹1.68 million in Fiscal 2023 from ₹2.38 million in Fiscal 2022.

Restated (Loss) for the period/year from continuing operations. For the various reasons discussed above, our restated (loss)
for the period/year from continuing operations increased by 2.82% to ₹(2,368.49) million in Fiscal 2023 from ₹(2,303.49)
million in Fiscal 2022.

Restated (Loss) from discontinued operations. Our restated (loss) from discontinued operations decreased by 1.04% to
₹(536.49) million in Fiscal 2023 from ₹(542.15) million in Fiscal 2022.

Restated (Loss) for the period/year. For the various reasons discussed above, our restated (loss) for the period/year increased
by 2.09% to ₹(2,904.98) million in Fiscal 2023 from ₹(2,845.64) million in Fiscal 2022.

NON-GAAP MEASURES

In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are useful to
investors in evaluating our operating performance and liquidity. We use the following Non-GAAP financial information to
evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP financial
information, when taken collectively with financial measures prepared in accordance with Ind AS, may be helpful to investors
because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in
comparing our financial results with other companies in our industry because it provides consistency and comparability with
past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an
alternative to financial measures determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical
tool and should not be considered in isolation or as a substitute for financial information presented in accordance with Ind AS.
Non-GAAP financial information may be different from similarly titled Non-GAAP measures used by other companies. Non-
GAAP financial measures are not required by, or presented in accordance with, IndAS, IFRS or U.S. GAAP. Our Non-GAAP
financial measures are not a measurement of financial performance or liquidity under these accounting standards and should
not be construed in isolation or construed as an alternative to restated cash flows, restated profit/loss for the period or any
other measures of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows
generated from our operating, investing or financing activities, derived in accordance with Ind AS, IFRS or U.S. GAAP. The
principal limitation of these Non-GAAP financial measures is that they exclude significant expenses and income that are
required by IndAS to be recorded in our financial statements, as further detailed below. In addition, they are subject to
inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded
or included in determining these Non-GAAP financial measures. A reconciliation is provided below for each Non-GAAP
financial measure to the most directly comparable financial measure prepared in accordance with Ind AS. Investors are
encouraged to review the related Ind AS financial measures and the reconciliation of Non-GAAP financial measures to their
most directly comparable Ind AS financial measures included below and to not rely on any single financial measure to
evaluate our business.

Reconciliation of EBITDA

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2024

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 (₹ million)
EBITDA
Restated profit/ (loss) for the period/year 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
from continuing operations (A)
Total tax expenses (B) 0.54 0.24 0.76 1.68 2.38
Restated profit/ (loss) before tax from 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
continuing operations (C = A+B)
Exceptional item (D) (256.23) - - - -
Restated Profit/(Loss) before exceptional 68.09 (332.94) (1,669.10) (2,366.81) (2,301.11)
items and tax from continuing operations
(E= C+D)
Finance costs (F) 7.64 6.10 27.95 31.96 171.26
Depreciation and amortization expense (G) 69.49 69.43 253.35 204.07 152.50
EBITDA (H=E+F+G) 145.22 (257.41) (1,387.80) (2,130.78) (1,977.35)
Note: EBITDA is calculated as restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation expenses
less exceptional item.

Reconciliation of EBITDA Margin

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2024
(₹ million, except for percentages)
EBITDA Margin
Restated profit/(loss) for the period/year 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
from continuing operations (A)
Total tax expense (B) 0.54 0.24 0.76 1.68 2.38
Restated profit/ (loss) before tax from 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
continuing operations (C=A+B)
Exceptional item (D) (256.23) - - - -
Restated Profit/(Loss) before exceptional 68.09 (332.94) (1,669.10) (2,366.81) (2,301.11)
items and tax from continuing operations
(E= C+D)
Finance costs (F) 7.64 6.10 27.95 31.96 171.26
Depreciation and amortisation expense (G) 69.49 69.43 253.35 204.07 152.50
EBITDA (H=E+F+G) 145.22 (257.41) (1,387.80) (2,130.78) (1,977.35)
Total income (I) 983.30 643.59 3,165.14 1,950.92 1,561.28
EBITDA Margin (J=H/I) 14.77% (40.00)% (43.85)% (109.22)% (126.65)%
Note: EBITDA margin is defined as EBITDA divided by total income from continuing operations as restated. EBITDA is calculated as restated profit/(loss)
before tax from continuing operations plus finance costs plus depreciation and amortisation expenses less exceptional item.

Adjusted EBITDA

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2024
(₹ million, except for percentages)
Adjusted EBITDA
Restated profit/(loss) for the period/year 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
from continuing operations (A)
Total tax expenses (B) 0.54 0.24 0.76 1.68 2.38
Restated profit/ (loss) before tax from 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
continuing operations (C=A+B)
Exceptional item (D) (256.23) - - - -
Restated Profit/(Loss) before exceptional 68.09 (332.94) (1,669.10) (2,366.81) (2,301.11)
items and tax from continuing operations
(E= C+D)
Finance costs (F) 7.64 6.10 27.95 31.96 171.26
Depreciation and amortisation expense (G) 69.49 69.43 253.35 204.07 152.50
EBITDA (H=E+F+G) 145.22 (257.41) (1,387.80) (2,130.78) (1,977.35)
Employee shared-based payment expenses 37.38 165.12 1,495.10 566.75 898.50
(I)
Other gains/ losses net (J) (0.05) 34.16 26.05 19.38 (126.48)
Adjusted EBITDA (K= H+I+J) 182.55 (58.13) 133.35 (1,544.65) (1,205.33)
Note: Adjusted EBITDA is defined as restated profit/(loss) before tax from continuing operations and adjusted for (a) finance costs (b) depreciation and
amortization expense (c) employee share-based payment expenses (d) other gains/ losses (net) and (e) exceptional items. EBITDA is calculated as restated
profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation expenses less exceptional item

Adjusted EBITDA Margin

Particulars Three months ended June 30, Fiscal

2024 2023 2024 2023 2024
(₹ million, except for percentages)

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 Particulars Three months ended June 30, Fiscal
2024 2023 2024 2023 2024
(₹ million, except for percentages)
Adjusted EBITDA
Restated profit/(loss) for the period/year 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
from continuing operations (A)
Total tax expenses (B) 0.54 0.24 0.76 1.68 2.38
Restated profit/ (loss) before tax from 324.32 (332.94) (1,669.10) (2,366.81) (2,301.11)
continuing operations (C=A+B)
Exceptional item (D) (256.23) - - - -
Restated Profit/(Loss) before exceptional 68.09 (332.94) (1,669.10) (2,366.81) (2,301.11)
items and tax from continuing
operations (E= C+D)
Finance costs (F) 7.64 6.10 27.95 31.96 171.26
Depreciation and amortisation expense (G) 69.49 69.43 253.35 204.07 152.50
EBITDA (H=E+F+G) 145.22 (257.41) (1,387.80) (2,130.78) (1,977.35)
Employee shared-based payment expenses 37.38 165.12 1,495.10 566.75 898.50
(I)
Other gains/ losses net (J) (0.05) 34.16 26.05 19.38 (126.48)
Adjusted EBITDA (K= H+I+J) 182.55 (58.13) 133.35 (1,544.65) (1,205.33)
Total income (L) 983.25 643.59 3,165.14 1,950.92 1,434.80
Adjusted EBITDA Margin (M=K/L) 18.57% (9.03)% 4.21% (79.18)% (84.01)%
Note:
(1) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total income from continuing operations, excluding other gains/losses (net).
Adjusted EBITDA is defined as restated profit/(loss) before tax from continuing operations and adjusted for (a) finance costs (b) depreciation and
amortization expense (c) employee share-based payment expenses (d) other gains/ losses (net) and (e) exceptional items. EBITDA is calculated as
restated profit/(loss) before tax from continuing operations plus finance costs plus depreciation and amortisation expenses less exceptional item
(2) Total Income excludes other gains/losses (net).

Reconciliation for Net Asset Value per Equity Share

Particulars Three months ended June 30, Fiscal

2024 2023 2023 2024 2023
(in ₹ million unless otherwise stated)
Net asset value per Equity share
Total Equity (A) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Weighted average number of equity shares 184,478,657.00 183,466,470.00 184,258,808.00 183,163,717.54 177,745,464.55
outstanding during the year (B)*
Net asset value per Equity share (C = 18.70 18.18 16.89 19.25 32.92
A/B)
* Absolute numbers
Note: Net asset value per share is calculated by dividing net worth as at the end of the period/year, as restated, by weighted average number of equity shares
post adjustment of bonus shares used in calculating EPS for the period/year.

Reconciliation for Return on Net worth

Particulars Three months ended June 30, Fiscal

2024 2023 2023 2024 2023
(₹ million, except for percentages)
Return on Net worth (%)
Total Equity (A) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Restated profit/ (loss) for the period/year 323.78 (333.18) (1,669.86) (2,368.49) (2,303.49)
from continuing operations (B)
Return on Net worth (%) (C=B/A) 9.39% (9.99)% (53.64%) (67.16%) (39.37%)
Note: Return on Net Worth (%) is calculated as restated profit/(loss) from continuing operations for the period/year divided by Net Worth at the end of the
period/year. Net Worth is the aggregate of equity share capital and other equity as at the end of the period/year, as per the Restated Consolidated Financial
Information.

Reconciliation for Net worth

Particulars Three months ended June 30, Fiscal

2024 2023 2023 2024 2023
(₹ million)
Net worth
Share capital (A) 56.57 0.10 0.10 0.10 0.10
Other equity (B) 3,393.22 3,335.33 3,112.83 3,526.54 5,850.66
Net worth (C =A+B) 3,449.79 3,335.43 3,112.93 3,526.64 5,850.76
Note: Net worth is the aggregate of equity share capital and other equity as at the end of the period/year, as per the Restated Consolidated Financial
Information.

LIQUIDITY AND CAPITAL RESOURCES

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Historically, our primary liquidity requirements have been to finance our working capital needs for our operations. We have
met these requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of June
30, 2024, we had ₹1,331.75 million in cash and cash equivalents, ₹1,968.26 million as other bank balances and ₹1,586.65
million as current borrowings. We believe that after taking into account the expected cash to be generated from operations,
our borrowings and the proceeds from the Offer, we will have sufficient liquidity for our present requirements and anticipated
requirements for capital expenditure and working capital.

CASH FLOWS

The following table sets forth our cash flows for the periods/years indicated:

Three months ended June 30, Fiscal

2024 2023 2024 2023 2022
(₹ million)
Restated net cash inflow/(outflow) from operating 337.67 51.34 445.51 (1,191.82) (781.64)
activities
Restated net cash inflow/(outflow) from investing (180.43) 214.07 191.85 1,686.06 (2,186.00)
activities
Restated net cash inflow/(outflow) from financing (280.09) (195.72) (138.21) (369.18) 2,820.85
activities
Restated net increase/(decrease) in cash and cash (122.85) 69.69 499.15 125.06 (146.79)
equivalents
Restated Cash and cash equivalents at the end 1,167.24 860.63 1,290.09 790.94 665.88
of the year

Operating Activities

Restated net cash inflow from operating activities was ₹337.67 million in the three months ended June 30, 2024. Our restated
profit before tax including discontinued operations was ₹287.26 million in the three months ended June 30, 2024, which was
primarily adjusted for gain on extinguishment of embedded derivatives of ₹(256.23) million, interest income on bank deposits
of ₹(35.91) million, depreciation and amortisation expense of ₹69.57 million, finance costs of ₹27.38 million and employee
share-based payment expense of ₹38.27 million. Our operating profit before changes in assets and liabilities was ₹131.43
million in the three months ended June 30, 2024 and adjustments for changes in assets and liabilities primarily comprised
decrease in trade receivables of ₹96.70 million, increase in contract liabilities of ₹41.66 million, primarily offset by an
decrease in trade payables of ₹(29.16) million and increase in current loans given of ₹(16.68) million.

Restated net cash inflow from operating activities was ₹51.34 million in the three months ended June 30, 2023. Our restated
loss before tax including discontinued operations was ₹(359.15) million in the three months ended June 30, 2023, which was
primarily adjusted for net impairment losses on trade receivables of ₹22.23 million, employee share-based payment expense
of ₹168.73 million, depreciation and amortisation expense of ₹69.51 million, loss on fair valuation of embedded derivatives
of ₹33.75 million and finance costs of ₹26.65 million. Our operating loss before changes in assets and liabilities was ₹(86.38)
million in the three months ended June 30, 2023 and adjustments for changes in assets and liabilities primarily comprised
increase in contract liabilities of ₹80.14 million, increase in other current liabilities of ₹43.52 million, increase in trade
receivables of ₹(48.98) million and increase in other current assets of ₹(65.97) million.

Restated net cash inflow from operating activities was ₹445.51 million in Fiscal 2024. Our restated (loss) before tax including
discontinued operations was ₹(1,938.73) million in Fiscal 2024, which was primarily adjusted for employee share-based
payment expense of ₹1,524.15 million, depreciation and amortisation expense of ₹253.66 million, expected credit loss (loss
allowance provision) on trade receivables ₹238.90 million, loss on fair valuation of embedded derivatives of ₹108.91 million,
interest income on bank deposits and intercorporate deposits of ₹(124.00) million and gain on waiver of embedded
derivatives of ₹(81.55) million. Our operating loss before changes in assets and liabilities was ₹38.52 million in Fiscal 2024
and adjustments for changes in assets and liabilities primarily comprised increase in other non-current loans of ₹(132.06)
million and increase in other non-current and current financial assets of ₹(49.59) million, primarily offset by an increase in
contract liabilities of ₹168.48 million and decrease in trade receivables of ₹151.21 million. Cash generated from operations
amounted to ₹381.26 million and income taxes refund – net was ₹64.25 million.

Restated net cash outflow from operating activities was ₹(1,191.82) million in Fiscal 2023. Our restated (loss) before tax
including discontinued operations was ₹(2,903.30) million in Fiscal 2023, which was primarily adjusted for employee share-
based payment expense of ₹578.50 million, expected credit loss (loss allowance provision) on trade receivables ₹448.87
million, depreciation and amortisation expense of ₹204.68 million, finance costs of ₹107.36 million, interest income on
intercorporate deposits and bank deposits of ₹(87.41) million and interest income on bonds (amortized cost) of ₹(73.74)
million. Our operating loss before changes in assets and liabilities was ₹(1,647.89) million in Fiscal 2023 and adjustments for
changes in assets and liabilities primarily comprised increase in other current assets of ₹(127.30) million and increase in other
current financial liabilities of ₹36.30 million, primarily offset by a decrease in trade receivables of ₹311.31 million and
increase in contract liabilities of ₹170.00 million. Cash used in operations amounted to ₹(1,218.02) million and income taxes
refund – net was ₹26.20 million.

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Restated net cash outflow from operating activities was ₹(781.64) million in Fiscal 2022. Our restated (loss) before tax
including discontinued operations was ₹(2,843.26) million in Fiscal 2022, which was primarily adjusted for employee share-
based payment expense of ₹906.50 million, expected credit loss (loss allowance provision) on trade receivables ₹326.40
million, finance costs of ₹272.97 million, depreciation and amortisation expense of ₹153.24 million, interest income on
intercorporate deposits and bank deposits of ₹(130.72) million, gain on fair valuation of embedded derivatives of ₹(120.76)
million and interest income on bonds (amortized cost) of ₹(60.67) million. Our operating loss before changes in assets and
liabilities was ₹(1,506.23) million in Fiscal 2022 and adjustments for changes in assets and liabilities primarily comprised
increase in other current assets of ₹(59.00) million and increase in other non-current financial assets of ₹(29.13) million,
primarily offset by a decrease in trade receivables of ₹365.50 million and increase in contract liabilities of ₹212.90 million.
Cash used in operations amounted to ₹(837.44) million and income taxes refund – net was ₹55.80 million.

Investing Activities

Restated net cash outflow from investing activities was ₹(180.43) million in the three months ended June 30, 2024 primarily
on account of purchase of mutual funds and bonds of ₹(4,291.79) million, investment in bank deposits with maturity more
than three months of ₹(251.05) million and investment in intercorporate deposits of ₹(100.00) million. This was significantly
offset by proceeds from sale of mutual funds and bonds of ₹4,347.43 million.

Restated net cash inflow from investing activities was ₹214.07 million in the three months ended June 30, 2023 primarily on
account of proceeds from sale of mutual funds and bonds of ₹3,920.00 million and proceeds from bank deposits with maturity
more than three months of ₹729.52 million. This was significantly offset by purchase of mutual funds and bonds of
₹(3,549.82) million, investment in bank deposits with maturity more than three months of ₹(706.73) million, investment in
intercorporate deposits of ₹(150.00) million and purchase of property, plant and equipment of ₹(48.66) million

Restated net cash inflow from investing activities was ₹191.85 million in Fiscal 2024 primarily on account of proceeds from
sale of mutual funds and bonds of ₹16,362.44 million, proceeds from bank deposits with maturity more than three months of
₹3,172.25 million and proceeds from maturity of intercorporate deposits of ₹400 million. This was significantly offset by
purchase of mutual funds and bonds of ₹(14,859.56) million, investment in bank deposits with maturity more than three
months of ₹(4,208.89) million, investment in intercorporate deposits of ₹(550.00) million and purchase of property, plant and
equipment of ₹(243.33) million.

Restated net cash inflow from investing activities was ₹1,686.06 million in Fiscal 2023 primarily on account of proceeds
from sale of mutual funds and bonds of ₹11,280.16 million, proceeds from maturity of intercorporate deposits of ₹1,405.40
million, investment in bank deposits with maturity more than three months of ₹(409.80) million and proceeds from bank
deposits with maturity more than three months of ₹630.00 million. This was significantly offset by purchase of mutual funds
and bonds of ₹(11,009.48) million, purchase of property, plant and equipment of ₹(256.20) million and investment in
intercorporate deposits of ₹(200.00) million.

Restated net cash outflow from investing activities was ₹(2,186.00) million in Fiscal 2022 primarily on account of purchase
of mutual funds and bonds of ₹(9,406.20) million, investment in intercorporate deposits of ₹(1,523.30) million and purchase
of property, plant and equipment of ₹(223.00) million. This was significantly offset by proceeds from sale of mutual funds
and bonds of ₹7,593.59 million, proceeds from maturity of intercorporate deposits of ₹872.00 million, investment in bank
deposits with maturity more than three months of ₹(1,077.50) million and proceeds from bank deposits with maturity more
than three months of ₹1,429.00 million.

Financing Activities

Restated net cash outflow from financing activities was ₹(280.29) million in the three months ended June 30, 2024, on
account of proceeds from current borrowings of ₹2,656.27 million and repayment for early redemption of right to subscribe
of ₹(222.54) million, primarily offset by repayment of current borrowings of ₹(2,686.18) million.

Restated net cash outflow from financing activities was ₹(195.72) million in the three months ended June 30, 2023, on
account of repayment of current borrowings of ₹(2,137.90) million and interest paid of ₹(23.57) million, primarily offset by
proceeds from current borrowings of ₹1,976.04 million.

Restated net cash outflow from financing activities was ₹(138.21) million in Fiscal 2024, on account of proceeds from short
term borrowings (net) of ₹(51.38) million, proceeds from non-current borrowings (net) of ₹47.12 million, interest element of
lease payments of ₹(12.10) million, primarily offset by principal element of lease payments of ₹(29.40) million and interest
paid of ₹(92.45) million.

Restated net cash outflow from financing activities was ₹(369.18) million in Fiscal 2023, on account of principal element of
lease payments of ₹(28.61) million, proceeds from current borrowings (net) of ₹(114.20) million, interest paid of ₹(102.32)
million and interest element of lease payments of ₹(4.05) million.

Restated net cash inflow from financing activities was ₹2,820.85 million in Fiscal 2022, primarily on account of issue of
compulsory convertible preference shares and equity shares of ₹5,081.20 million. This was significantly offset by proceeds

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from short term borrowings (net) of ₹(846.37) million, principal element of lease payments of ₹(24.73) million, interest paid
of ₹(284.54) million and interest element of lease payments of ₹(3.81) million.

CONTRACTUAL OBLIGATIONS

The following table sets forth the remaining contractual maturities of financial liabilities as of June 30, 2024:

As of June 30, 2024

Less than one year More than one year
(₹ million)
Contractual maturities of financial liabilities
Borrowings (includes interest payments) 1,587.61 23.61
Trade payables 118.73 -
Lease liabilities 33.26 81.66
Salaries, wages and bonus payable 12.97 -
Customer deposits 104.22 -
Right to subscribe to CCPS - -
Other payables 28.08 -
Total Financial Liabilities 1,884.87 105.27

CONTINGENT LIABILITIES

As of June 30, 2024, we do not have any contingent liabilities as per Ind AS 37, and there are no claims against us which are
disputed by us, and not acknowledged as debt.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future
material effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions typically relate
to, post-employment benefits, short term employment benefits and reimbursement of expenses, among others. For further
information relating to our related party transactions, see “Restated Consolidated Financial Information – Notes forming part
of the Restated Consolidated Financial Information – Note 26” on page 307.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business activities expose us to a variety of financial risks, namely, market risk, credit risk and liquidity risk. Our Board
of Directors manages our financial risks through internal risk reports which analyze exposure by the magnitude of risk.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market price. Market risk comprises two types of risk: interest rate risk and other price risk, such as equity price risk and
commodity risk. Financial instruments affected by market risk includes investments and deposits. Our treasury team manages
market risk, which evaluates and exercises independent control over the entire process of market risk management

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. Certain of our short-term borrowings carry variable rates of interest. Therefore, we are subject to
interest rate risk on such borrowings.

Securities price risk

Our exposure to price risk arises from investments held and classified in the balance sheet as fair value through profit or loss.
To manage the price risk arising from investments, we diversify our portfolio of assets by investing in short- and long-term
deposits and diversified mutual funds. The deposits are with reputed banks where market interest rates and the risk on interest
rates varying.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that
are settled by delivering cash or another financial asset. Liquidity risk management implies maintenance of sufficient cash
including availability of funding through an adequate amount of committed credit facilities to meet the obligations as and
when due. We manage our liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet our short
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term and long-term liabilities as and when due. Anticipated future cash flows, undrawn committed credit facilities are
expected to be sufficient to meet our liquidity requirements.

Credit Risk

Credit risk is the risk of financial loss if a customer or counter-party fails to meet its contractual obligations. We are exposed
to credit risks from our operating activities, primarily trade receivables, cash and cash equivalents, deposits with banks/
financial institutions and investments in bonds and mutual funds.

The maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial
instruments presented in the notes to the financial statements. Our major classes of financial assets are cash and cash
equivalents, fixed deposits, investments, bonds, mutual funds and trade receivables.

Deposits and cash and cash equivalents with banks and other financial institutions are considered to be having negligible risk
or nil risk, as they are maintained with high rated banks or financial institutions. We reassess our deposit strategy when
deposits with banks where its outlook changes to negative. No expected credit loss allowance has been created for
investments in mutual funds and bonds as we have determined the amount of expected credit loss on these financial assets to
be immaterial. We apply a simplified approach to provide for expected credit loss prescribed by Ind AS 109, which permits
the use of lifetime expected loss provision for all the trade receivables.

SUMMARY OF MATERIAL ACCOUNTING POLICIES

Property, plant and equipment and Intangible assets

Property, plant and equipment

Depreciation method, estimated useful lives and residual value

Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets as
prescribed under part C of the Schedule II of the Act or useful life based on technical evaluation done by management in
order to reflect the actual usage of the assets. The useful life, residual value and the depreciation method are reviewed at least
at each financial year end. If the expectations differ from previous estimates, the changes are accounted for prospectively as a
change in accounting estimate.

The estimates of useful lives of property, plant and equipment are as follows:

Class of asset Useful life (in years) adopted by the Useful life (in years) as per
Group Companies Act, 2013
Plant and machinery (Telematics devices) 2 years NA
Computer equipment 3 years 3 years
Office equipment 2-5 years 5 years
Furniture and fixtures 10 years 10 years
Motor vehicles 5 years 6 years

Leasehold improvements are amortised over the remaining lease term or the estimated useful life of 10 years, whichever is
lower.

Intangible assets

Computer software acquired are carried at cost less accumulated amortisation and impairment losses, if any. The group
amortise intangible assets with finite useful life using the straight-line method over their estimated useful life of three years.

Financial Assets

Measurement

At initial recognition, the group measures a financial asset (excluding trade receivables which do not contain a significant
financing component) at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction
costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair
value through profit or loss are expensed in profit or loss.

Subsequent measurement

The group classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss)

those to be measured at amortised cost.

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The group does not carry any investments in equity instruments. Investments in mutual funds are subsequently measured at
fair value through profit and loss as they do not meet the criteria for test of Solely Payments of Principal and Interest (SPPI),
and are held for trading. Investments in bonds meets the SPPI criteria and are therefore subsequently measured at amortized
cost.

Trade receivables

Trade receivables are amounts due from customers for services performed in the ordinary course of business and reflects the
group’s unconditional right to consideration (that is, payment is due only on the passage of time). Trade receivables are
recognised initially at the transaction price as they do not contain significant financing components. The Group holds the
trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at
amortised cost using the effective interest method, less loss allowance. Unbilled receivables where the group has satisfied all
performance obligations and hence has an unconditional right to consideration are included under trade receivables.

For trade receivables only, the group applies the simplified approach permitted by Ind AS 109 Financial Instruments, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.

The carrying amounts of the trade receivables include receivables from transport services which are subject to a factoring
arrangement. Under this arrangement, the group has transferred the relevant receivables to the factor in exchange for cash and
is prevented from selling or pledging the receivables. However, the group has retained late payment and credit risk. The
Group therefore continues to recognise the transferred assets in their entirety in its balance sheet. The amount repayable under
the factoring agreement is presented as secured borrowing. The group considers that the held to collect business model
remains appropriate for these receivables and hence continues measuring them at amortised cost.

Equity

Classification as debt or equity

Debt and equity instruments issued by the group are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the group are recognised at the proceeds received, net of direct issue costs.

Compound financial instruments

The component parts of compound financial instruments issued by the group are classified separately as financial liabilities
and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market
interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using
the effective interest method until extinguished upon conversion or at the instrument’s maturity date. The equity component is
determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole.
This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured.

Contract Liabilities

Deferred revenue:

In case of subscription contracts relating to telematic services and other services on the platform, as the group fulfils the
obligations over the tenure of subscription, these are presented as deferred revenue and are recognised as revenue as and
when the obligations are fulfilled under the contract with the customers.

Advance from customer:

Advance from customer is recorded as contract liability, when the payment is received from the customer before the group
transfers services to the customer. These are recognised as revenue, as and when the service is provided to the customer under
the agreements.

Other Financial Liabilities

Embedded derivatives in host liabilities

Derivatives, in the form of right to subscribe, embedded in host liabilities are separated only if the economic characteristics
and risk of embedded derivatives are not closely related to the economic characteristics and risk of the host and are measured
at FVTPL. Embedded derivative closely related to the host contracts are not separated.

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Provisions

Gratuity Obligations

The liability recognised in the Restated Consolidated Statement of Assets and Liabilities in respect of defined benefit gratuity
plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets, if
any. The defined benefit obligation is calculated annually by actuary using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by
reference to market yields at the end of the reporting period on government securities that have terms approximating to the
terms of the related obligation.

The interest cost is calculated by applying the discount rate to the balance of the defined benefit obligation. This cost is
included in employee benefit expense in the Restated Consolidated Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in
the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the
Restated Consolidated Statement of Changes in Equity and in the Restated Consolidated Statement of Assets and Liabilities.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised
immediately in profit or loss as past service cost.

Revenue from operations

The group owns digital platforms which are used by truck operators (customers) to digitally manage payments for tolling and
fueling, monitor drivers and fleets using telematics, find loads on platform (marketplace) and get access to financing for the
purchase of used vehicles.

Revenue is measured based on the consideration specified in a contract with a customer net of variable consideration e.g.
incentives or any payments made to a customer (unless the payment is for a distinct good or service received from the
customer) and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control
over a service to a customer. Revenue is only recognised to the extent that it is highly probable that a significant reversal will
not occur.

Where the group acts as an agent for selling goods or services, only the commission income is included within revenue. The
specific revenue recognition criteria described below must also be met before revenue is recognized. Typically, the group has
a right to payment before or at a point services are delivered. Cash received before the services are delivered is recognised as
a contract liability. The amount of consideration generally does not contain a significant financing component as payment
terms are less than one year, except in relation to commission income on sourcing, servicing and collection of loans on behalf
of the financial institutions.

Commission income:

Commission income includes commission income from Oil Marketing Companies (OMCs) for distribution and management
of fuel cards and commission from banks for distribution and management of FASTags. The group considers OMCs and
banks as its customers.

Commission income on fuel cards and FASTags:

The group facilitates distribution and management of fuel cards and FASTags and earns commission for respective services.
In both these services, the group stands ready to provide the services and the commission income is based on the usage of the
services by the end consumers. Revenue for these services is recorded in the period in which it accrues.

Subscription fee

The group charges subscription fees from its customers for telematics based fleet management solutions and subscription to
access specific services on the platform. Such income is recognised over the period of the subscription as the group satisfies
its performance obligation as services are rendered.

The group enters into subscription contracts typically for a period of one month to three years. As the group fulfils its
obligations over the tenure of subscription, these are presented as deferred revenue under contract liability in the Restated
Consolidated Statement of Assets and Liabilities. Even though the group offers plans of more than one year to its customers
where the subscription price is received upfront, the group has determined that the purpose of such terms is not financing.
Accordingly it is determined that there are no significant financing components in such arrangements.

The group also earns subscription fees from fleet operators for the use of fuel cards issued under the OMC 's membership plan
for services such as recharge of fuel cards, issue resolution through dedicated customer support, notification alerts, transaction
history. Revenue from such services are recognized over the estimated period of usage of the fuel cards. Further, the group
grants certain loyalty points to the fleet owners based on the recharges made on the fuel card. Such points can be used by the
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fleet owners for purchasing the fuel from OMCs. The group has determined payments to OMCs on utilisation of such points
by the fleet owners as consideration payable to customer and thus has netted it off against such service fees collected from the
customers.

Service fees

Service fees comprises of following streams of income:

The group earns fees from issuance/replacement, activation and installation convenience of FASTags to the fleet operators.
The revenue for this service is recognized at a point in time when the service is provided to the customers.

The group charges transaction fees from fleet owners on recharges of the FASTags. The revenue for this service is recognized
at a point in time when the service is provided to the customer.

The group provides access to the platform for buying and selling of second-hand commercial vehicles. The group charges
fees to the customer which is recognized at a point in time when the transaction between the parties is executed. The group is
an agent in such arrangement.

Sourcing, loan servicing and collection fees: The group acts as a business correspondent for financial institutions/bank where
the group provides services such as sourcing loans, loan servicing, collection services and onboarding of the borrowers. The
group receives processing fees for onboarding the borrowers which is recognized at a point in time when the onboarding
services are completed.

The consideration from sourcing loans, loan servicing, collection services is based on a pre-determined fixed percentage of
interest. The group receives consideration from sourcing loans only when the equated monthly instalments are paid by the
borrowers. Revenue from providing this service is recognised over the period of time in which the services are rendered and
as the customer benefits from the service. Consideration is variable and is highly susceptible to factors outside the entity's
influence. Revenue is recognised only when it is highly probable that a significant reversal in the amount of cumulative
revenue recognised will not occur. Amount receivable from the financial institutions for which the group has fulfilled its
obligations is classified under "trade receivable" as the group has unconditional right over such consideration (i.e. if only the
passage of time is required before payment of such consideration is due).

Employee Stock Option Plan

Share based compensation benefits are provided to certain employees under the Employee Stock Option Plan 2016, Employee
Stock Option Plan 2019 and Management Stock Options Plan (MSOP) (collectively called as "ESOP plan").

The fair value of options granted under the ESOP plan, which are equity settled plans, are recognised as an employee benefits
expense with the corresponding increase in equity. The total amount to be expensed is determined by reference to the fair
value of the options granted.

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest
based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any,
in profit or loss, with a corresponding adjustment to equity, where shares are forfeited due to a failure by the employee to
satisfy the vesting conditions, any expenses previously recognised in relation to such shares are reversed effective from the
date of the forfeiture. In case where the group re-purchases vested equity instruments, the payment made to employees are
accounted as a deduction from equity, except to the extent that payment exceeds the fair value of the equity instruments re-
purchased, measured at the re-purchased date. Any such excess are recognised as an expense in the Restated Consolidated
Statement of Profit and Loss.

Segment Information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker (CODM). Chairman, Managing Director and Chief Executive Officer is identified as CODM who assesses the
financial performance and position of the group, and makes strategic decisions.

the group is engaged in providing services to empower truck operators and corporates to efficiently manage their business and
maximise their earnings through logistics technology platforms (“Truck operator services”). Further, Blackbuck Finserve
Private Limited (a subsidiary) has received a non-banking financial company license during the current year and commenced
"Lending business". Accordingly, the group’s business activity primarily falls within two operating segments during the
current reporting period and segment wise disclosure has been presented below. All the revenues are generated from the
customers located in India. None of the non-current assets are held by the group outside India during the current financial
year. During the prior periods, the group’s business activity falls within a single operating segment, i.e., truck operator
services and segment wise disclosure is not applicable.

Leases

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The group’s lease asset classes primarily consist of leases for office premises. The group assesses whether a contract contains
a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control
the use of an identified asset, the group assesses whether: (i) the contact involves the use of an identified asset (ii) the group
has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the group has the
right to direct the use of the asset.

At the date of commencement of the lease, the group recognizes a right-of-use asset (“ROU”) and a corresponding lease
liability for all lease arrangements in which the group is a lessee, except for leases with a term of twelve months or less
(short-term leases) and low value leases. For these short-term and low value leases, the group recognizes the lease payments
as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets
and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for
any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease
incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and
useful life of the underlying asset. Right-of-use assets are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset
basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the
recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted
using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country
of domicile of these leases.

Lease liabilities are remeasured with a corresponding adjustment to the related right-of-use asset if the group changes its
assessment of whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Restated Consolidated Statement of Assets and Liabilities
and lease payments have been classified as financing cash flows in the Restated Consolidated Statement of Cash Flows.

Restated (loss) per equity share

Basic earnings per share

Basic earnings per share is calculated by dividing: the profit/loss attributable to owners of the Group by the weighted average
number of equity shares outstanding during the year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: the
after income tax effect of interest, other gains/ losses and other financing costs associated with dilutive potential equity
shares, and the weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.

Discontinued Operations

Non-Current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally
through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or
disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for
sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which
should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Non-Current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair
value less costs to sell except for those assets that are specifically exempt under relevant Ind AS. Once the assets are
classified as “Held for sale”, those are not subjected to depreciation till disposal.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less
costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group),
but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the
date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

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Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented
separately from the other assets in the Restated Consolidated Statement of Assets and Liabilities.

A discontinued operation is a component of an entity that either has been disposed off or is classified as held for sale and that
represents a separate line of business or geographical area of operations, is part of a single coordinated plan to dispose of such
a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the Restated Consolidated Statement of Profit and Loss.

Loans

The group operates a subsidiary which is an Non-Banking Financial Corporation (“NBFC”), Blackbuck Finserve Private
Limited, that provides loans to customers. The group earns interest income on loans disbursed by the subsidiary. Interest
income is recognised by applying the effective interest rate (EIR) to the gross carrying amount of financial assets other than
credit- impaired assets. Interest income on credit impaired assets is recognized by applying the effective interest rate to the
net amortised cost (net of impairment allowance) of the financial asset.

The key accounting estimates used in the preparation of the financial statement relates to the estimation of impairment
amounts to be provided in case of financial assets including loans under “expected credit loss” (ECL) model. The ECL
allowance is based on the credit losses expected to arise over the life of the asset (the lifetime expected credit loss), unless
there has been no significant increase in credit risk since origination, in which case, the allowance is based on the 12 months’
expected credit loss. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected
life of a financial instrument. The 12-month ECL is the portion of Lifetime ECL that represent the ECLs that result from
default events on a financial instrument that are possible within the 12 months after the reporting date. 12 month ECL's is
calculated for assets classified as Stage 1 and Lifetime ECL's is calculated for loans classified as Stage 2 or Stage 3.

The subsidiary has established a policy to perform an assessment, at the end of each reporting period, of whether a financial
instrument’s credit risk has increased significantly since initial recognition, by considering the change in the risk of default
occurring over the remaining life of the financial instrument. The group does the assessment of significant increase in credit
risk at a borrower level.

Based on the above, the group categorises its loans into Stage 1, Stage 2 and Stage 3 as described below:

DPD status (*) Stage

Current Stage 1
1-30 days Stage 1
31-90 days Stage 2
90+ days Stage 3
(*) Days Past Due date

Expected Credit Loss or ECL is measured in the following manner:

The group calculates ECL based on probability weighted scenarios to measure the expected cash shortfalls, discounted at an
approximation to the EIR. A cash shortfall is the difference between the cash flows that are due to us in accordance with the
contract and the cash flows that the group expects to receive.

ECL = PD*LGD*EAD

These terms are defined below:

Probability of default (PD) - PD is an estimate of the likelihood of default over a given time horizon, the calculation of which
includes historical data, assumptions and expectations of future conditions, which is obtained from an external credit rating
agency.

Exposure at Default (EAD) - The Exposure at Default is an estimate of the exposure at a future default date.

Loss Given Default (LGD) - The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a
given time. It is based on the difference between the contractual cash flows due and those that the group would expect to
receive, including from the realisation of any collateral.

Collateral valuation:

To mitigate its credit risks on financial assets, the group seeks to use collateral, where possible. The collateral is on the
movable assets i.e. vehicles of the borrowers. However, the fair value of collateral affects the calculation of ECL and the fair
value is based on data provided by third party or management judgements.

For further information, see “Restated Consolidated Financial Information” on page 239.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

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Except as disclosed in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge,
may be described as “unusual” or “infrequent” that led to a material adverse effect on our business and operations.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes. To our knowledge,
except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are
expected to have a material adverse impact on income from our continuing operations. For further information regarding
trends and uncertainties, please see “- Significant Factors Affecting our Financial Condition and Results of Operations” on
page 355 and “Risk Factors” on page 34.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Except as disclosed in this Red Herring Prospectus, there are no known factors that will have a material adverse impact on
our operations and finances. For further information, see “Risk Factors”, “Our Business” and this “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” on pages 34, 163 and 354, respectively.

SEASONALITY OF BUSINESS

Our business is subject to seasonality, as we see reduced demand of our services (particularly our payments and loads
marketplace offerings) from our customers during the monsoon season. For further information, see “Risk Factors – Our
business is subject to seasonality, which may contribute to fluctuations in our financial condition, financial position and
results of operations” on page 56.

SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW CUSTOMERS OR SUPPLIERS

We have a wide customer base of truck operators, and our business is not dependent on any single or few of such customers
(i.e., truck operators). We are also dependent on our business partners in relation to our payments offering. For further
information, see “Risk Factors – Internal Risks - We depend on our business partners in our payments and vehicle financing
offerings. Our partners in our payments offering contribute to a significant portion of our revenues (41.04% and 42.50% of
total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and one of
our FASTag Partner Banks contributed to 29.62% and 33.51% of total revenue from continuing operations in the three
months ended June 30, 2024 and Fiscal 2024, respectively. The loss of any such partners may adversely affect our business,
results of operations and financial condition.” on page 36. We rely on certain key suppliers for the supply of our vehicle
tracking solutions and our fuel sensors. For further information, see “Risk Factors – We depend on certain key suppliers to
procure a significant portion of our vehicle tracking solutions, who in turn may import their supplies from outside India. Any
denial of supplies or loss of the relationship with these suppliers or any supply chain disruption could adversely affect our
business, results of operations and financial condition” on page 37.

SIGNIFICANT ECONOMIC CHANGES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially
affect or are likely to affect income from continuing operations. See “Risk Factors” and “—Significant Factors Affecting our
Financial Condition and Results of Operations” on pages 34 and 355, respectively.

NEW PRODUCTS OR BUSINESS SEGMENT

Apart from the disclosures in “Our Business” on page 163, we currently have no plans to develop new products or establish
new business segments that are expected to have a material impact on our business, results of operations or financial
condition.

COMPETITIVE CONDITIONS

We operate in a competitive environment. For information on our competitive conditions and our competitors, see “Industry
Overview”, “Risk Factors” and “Our Business” on pages 145, 34 and 163, respectively.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO JUNE 30, 2024

Except as disclosed below, no circumstances have arisen since the date of the last financial statements as disclosed in this Red
Herring Prospectus which materially or adversely affect or are likely to affect, our operations or profitability, or the value of
our assets or our ability to pay our material liabilities within the next 12 months:

• Our Company executed a business transfer agreement for the Slump Sale on August 5, 2024 with a third party/buyer for
a consideration of ₹958.54 million. The Slump sale was completed on August 22, 2024.

• 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
Equity Shares of Zast Logisolutions Private Limited. Pursuant to such Share Subscription Agreement, on October 07,
377
 2024, the Company has acquired 49,535 Equity Shares of face value of Rs. 10 each of Zast Logisolutions Private Limited
for a consideration of Rs. 408.73 million.

On October 7, 2024, our Company allotted 99,764,500 Equity Shares of face value of ₹1 each pursuant to 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 to the
following allottees:

1. 19,020 Equity Shares to Sanjiv Rangrass;

2. 22,778,100 Equity Shares to Accel India IV (Mauritius) Limited;

3. 20,618,652 Equity Shares to Quickroutes International Private Limited;

4. 4,475,635 Equity Shares to Internet Fund III Pte Limited;

5. 805,240 Equity Shares to Apoletto Asia Ltd;

6. 89,174 Equity Shares to Rahul Mehta;

7. 7,120,361 Equity Shares to Sands Capital Private Growth II Limited;

8. 2,748,764 Equity Shares to Sands Capital Private Growth Limited PCC, Cell D;

9. 1,629,938 Equity Shares to Sands Capital Private Growth III Limited;

10. 9,195,013 Equity Shares to International Finance Corporation;

11. 3,494,917 Equity Shares to Peak XV Partners Investments VI (formerly known as SCI Investments VI);

12. 24,594 Equity Shares to Redwood Trust;

13. 4,997,129 Equity Shares to Accel Growth Fund V L.P.;

14. 4,997,129 Equity Shares to GSAM Holdings LLC;

15. 2,113,614 Equity Shares to B Capital – Asia I, LP;

16. 801,077 Equity Shares to B Capital Global – BB SPV I, LLC;

17. 3,096,819 Equity Shares to Ithan Creek Master Investors (Cayman) L.P.;

18. 1,138,135 Equity Shares to Light Street India 1, LLC;

19. 28,916 Equity Shares to Trifecta Venture Debt Fund – II;

20. 4,638,253 Equity Shares to Tribe Capital V, LLC – Series 27;

21. 3,388,438 Equity Shares to IFC Emerging Asia Fund, LP;

22. 1,545,932 Equity Shares VEF AB (publ);

23. 6,855 Equity Shares to Rajaraman Parameswaran;

24. 10,053 Equity Shares to QED Innovation Labs LLP; and

25. 2,742 Equity Shares to Kumar Puspesh

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 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalisation as at June 30, 2024, derived from our Restated Consolidated
Financial Information, and as adjusted for the Offer. This table should be read in conjunction with “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated
Financial Information” on pages 34, 354 and 239, respectively.

(₹ in million, except ratios)

Particulars Pre-Offer as at June 30, 2024* As adjusted for the proposed
Offer#
Borrowings
Current borrowings (A) 1,586.65 [●]
Non-current borrowings (B) 23.46 -
Total Borrowings (C = A+B) 1,610.11 [●]

Equity
Equity Share capital (D) 56.57 [●]
Other equity (E) 3,393.22 [●]
Total Equity (F = D+E) 3,449.79 [●]

Total capitalisation (G = C+F) 5,059.90 [●]

Ratio: Total non-current borrowings / Total Equity (B/F) 0.01 [●]

Ratio: Total borrowings/ Total Equity (C/F) 0.47 [●]
Notes:
*
The amounts disclosed above are based on Restated Consolidated Financial Information of our Company.
# The corresponding post offer capitalisation data for each of amounts mentioned in the above table is not determinable at this stage pending the
completion of book building process and hence the same has not been provided in above table. To be updated upon finalization of the Offer Price.

379
 FINANCIAL INDEBTEDNESS

Our Company and one of our Subsidiaries, BFPL have availed loans and other financing arrangements in the ordinary course
of business primarily to finance our working capital requirements.

As of August 31, 2024, our outstanding borrowings on a consolidated basis aggregated to ₹ 1,515.29 million.

The following table sets forth the details of the aggregate consolidated outstanding borrowings of our Company as on August
31, 2024:

(in ₹ million)
Category of borrowing Sanctioned amount Outstanding amount*
Fund based
- Bill discounting 2,270.00 392.73
- Cash credit(1) 10 -
- Overdrafts(2) 802.00 499.88
- Working capital Demand Loans(3) 500.00 400.00
- Term loan 350.00 147.22
Non-fund based
- Bank guarantee(4) 110.00 75.46
Total 3,660.00 1,515.29
*
As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024.
Notes:
(1) Includes sanction amount of Rs. 10 million which is sub limit of Working Capital Demand Loan
(2) Includes amount of Rs. 172.00 million which is sub limit of Bill Discounting and Working capital Demand Loan
(3) Includes amount of Rs. 100 million which is sub limit of Bill Discounting
(4) Includes amount of Rs. 100 million which is sub limit of Bill Discounting

Principal terms of the subsisting borrowings availed by our Company and Subsidiary:

1. Purpose: Our Company and BFPL have availed the borrowing facilities to primarily finance its working capital
requirements.

2. Interest: The interest rate in respect of the borrowing facilities availed by the Company is typically the base rate/
MCLR of a specified lender and the spread per annum. The spread varies among different loans. In respect of the bill
discounting facilities and working capital demand loans, the interest rate ranges from 9.40% to 11.15%. In respect of
the overdraft facilities availed by the Company, the interest rate ranges from 8.80% to 9.60%. Further a 1.00%
commission is applicable on the bank guarantee facility availed by the Company. The rate of interest for one of the
working capital demand loans, bank guarantee and the overdraft facilities is to be mutually agreed between the
Company and the lender.

3. Tenor: The tenor of the bill discounting and working capital demand loan facilities availed by the Company is
typically for a period up to 120 days. The duration of the bank guarantee facility availed by the Company extends
from 12 months to 36 months. The overdraft facilities availed by the Company are repayable on demand.

4. Security: In terms of the borrowings by the Company, where security needs to be created, security is created inter-
alia by a first and exclusive charge on all receivables to be discounted by the respective lender, current assets and
movable properties of the Company. In terms of the borrowings by the subsidiaries, the company has provided
guarantees.

5. Pre-payment: Certain loans availed by our Company have pre-payment provisions which allow for pre-payment of
the outstanding loan by serving notice to the lender and subject to payment of such pre-payment penalties as may be
prescribed. The lenders may charge a penal interest of up to 4.00% of the outstanding amount or a penal interest at
their discretion.

6. Re-payment: The re-payment period for the borrowing facilities availed by our Company is typically equivalent to
the tenure of the facility and can also be on demand.

7. Events of Default: Borrowing arrangements entered into by our Company contain standard events of default,
including among others:

a) Failure or inability to pay the amounts in respect of the facilities availed by our Company on due dates;

b) Changes in the management, constitution or shareholding of the Company without the prior permission of
the lender;

c) Any notice in relation to actual or threatened liquidation, dissolution, bankruptcy or insolvency of our
Company;

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 d) Cessation or change in business;

e) Cross defaults across other borrowings of our Company;

f) Our Promoters ceasing to be Directors or having an active role in the management of our Company;

g) Breach of any terms and conditions, including financial covenants in the loan documents; and

h) Any other event or circumstance that has a material adverse effect on the lender.

This is an indicative list and there may be additional terms that may amount to an event of default under the various
borrowing arrangements entered into by our Company.

8. Consequences of occurrence of events of default: In terms of our facility agreements and sanction letters, the
following, among others, are the consequences of occurrence of events of default, whereby the lenders may:

a) Terminate either whole or part of the facility;

b) Declare any or all amounts under the facility, either whole or in part, as immediately due and payable to the
lender;

c) Recover entire dues payable;

d) Enforce security;

e) Cancel the undrawn commitment of the facility;

f) Exercise such remedies as may be permitted or available to the lenders under law, including RBI
guidelines;

g) Convert debt under the facility into equity capital of our Company; and

h) Appoint a nominee director or observer on the Board of Directors of our Company.

9. Restrictive Covenants: The loans availed by our Company contain certain restrictive covenants, which require prior
written consent of the lender, or prior intimation to be made to the lender for certain specified events or corporate
actions, including:

a) Change in the ownership, management or control of our Company;

b) Change in the nature of our business;

c) Enter into any scheme of merger, de-merger, consolidation amalgamation etc.;

d) Change in our corporate or trade name;

e) Sale of shared by our Promoters;

f) Dilution in the shareholding of our Promoters;

g) Change in the constitutional documents; and

h) Change in the shareholding of our Promoters.

This is an indicative list and there may be such other additional terms under the various borrowing arrangements entered into
by our Company.

Further, the Company has provided corporate guarantee dated December 31, 2023 in favour of Shivalik Small Finance Bank
to secure term loan amounting to ₹ 50 million availed by Blackbuck Finserve Private Limited.

For the purpose of the Offer, our Company and one of our Subsidiaries, BFPL have made the required intimations to and
obtained necessary consents from our lenders under the relevant loan documents for undertaking activities relating to the
Offer and consequent actions, inter alia including, change in the capital structure, changes in composition of the Board and
amendments to the Articles of Association and Memorandum of Association, of our Company.

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 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, as on the date of this Red Herring Prospectus, there are no outstanding (i) criminal
proceedings (including matters which are at FIR stage even if no cognizance has been taken by any court) involving our
Company, the Promoters, its Directors and Subsidiaries (together, the “Relevant Parties”); (ii) actions (including all
penalties and show cause notices) taken by statutory or regulatory authorities against the Relevant Parties; (iii) tax matters
involving the Relevant Parties regarding claims related to direct and indirect taxes (disclosed in consolidated manner giving
the number of cases and total amount involved); and (iv) any other pending litigation (including arbitration proceedings)
involving our Company, Subsidiary Promoters and its Directors based on the Materiality Policy adopted by our Company.
Except as stated in this section, there are no disciplinary actions including penalties imposed by the SEBI or Stock Exchanges
against our Promoters in the last five Financial Years, including any outstanding action. Further, there are no
findings/observations of any of the inspections by SEBI or any other regulator involving our Company which are material
and which need to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones
which have already disclosed in the offer document. As on the date of this Red Herring Prospectus, there is no Group
Company of our Company.

For the purpose of disclosure of pending material litigation in (iv) above, our Board in its meeting held on July 4, 2024 has
considered and adopted the Materiality Policy, in terms of which, any outstanding litigation where the aggregate monetary
amount of claim/dispute amount/liability involved which exceeds ₹29.69 million, being the amount equivalent to 1.00% of the
revenue as per the latest Restated Consolidated Financial Information, which was ₹2,969.22 million, would be considered
‘material’. In case of other pending litigation proceedings wherein the monetary amount involved is not quantifiable, such
litigation has been considered ‘material’ only in the event that the outcome of such litigation has a material adverse bearing
on the business, operations, performance, prospectus, reputation, results of operations or cash flows of our Company. This
will also include other pending litigations where the decision in one case is likely to affect the decision in similar cases even
though the amount involved in an individual litigation may not exceed the amount equivalent to 1.00% of the revenue as per
the Restated Consolidated Financial Information.

For the purposes of this section, pre-litigation notices (excluding statutory/ regulatory/ governmental/ tax authorities and
FIRs as applicable), have not been considered material and/ or have not been disclosed as pending matters until such
litigation proceedings have been initiated before any judicial or arbitral forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In terms of the
Materiality Policy, outstanding dues to any creditor (on the basis of trade payables) of our Company having a monetary
value which exceeds 5% of the total trade payables of our Company as of June 30, 2024shall be considered as ‘material’.
Accordingly, as on June 30, 2024, any outstanding dues exceeding ₹5.94 million have been considered as material
outstanding dues for the purposes of identification of material creditors and related information in this section. Further, for
outstanding dues to MSMEs, the disclosure is based on information available with our Company regarding status of the
creditors under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended read with the
rules and notifications thereunder.

Litigation involving our Company

Litigation against our Company

Criminal Litigation

1. State of Punjab had initiated proceedings under the Narcotic Drugs and Psychotropic Substances Act (“NDPS Act”),
1985 against Gurteg Singh who had used the Company’s platform to contact a shipper carry goods with vehicle
bearing number PB-65-AT-2368 subsequent to being found carrying substances punishable under section 15,61 and
85 of the NDPS Act. Our Company had received a summon on April 12, 2024 to appear as a witness and had
submitted evidence in the matter before the District and Sessions Courts, Rupnagar, Punjab on April 30, 2024. The
matter is currently pending. Further, the said matter or the material impact that the said matter may have on our
Company is not quantifiable.

Civil Litigation

1. Federal Brands Limited (formerly Microtex India Limited) (“Petitioner”) filed a petition dated November 15, 2016
(“Petition”) under Section 36 of the Arbitration and Conciliation Act, 1996 against our Company and National
Internet Exchange of India (“NIXI”) before the High Court of Delhi, New Delhi (“High Court”). In terms of the
Petition, the Petitioner had registered the domain name ‘www.blackbuck.in’ (“Domain Name”) registered in 2007
and our Company acquired www.blackbuck.com from GoDaddy LLC in 2015. Thereafter, our Company filed a
complaint, dated February 26, 2016 with the INRegistry (autonomous body under NIXI) for transfer of the Domain
name to our Company primarily on the ground that the Domain name was identical and confusingly similar to name
and mark of our Company. Pursuant to the Dispute Resolution Policy of INRegistry, the complaint was referred for
an arbitration wherein a sole arbitrator was appointed by the INRegistry to adjudicate on the complaint. Pursuant to

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 an ex-parte award dated May 20, 2016 (“Award”) passed by the arbitrator in 2016, INRegistry (autonomous body
under NIXI) was directed to transfer the Domain Name to our Company. The Petitioner inter alia prayed before the
High Court to pass an interim order to stay commercial use of Domain Name by our Company and to set aside the
Award. Our Company pursuant to its counter statement prayed before the High Court to uphold the Award and
dismiss the Petition. Subsequently, certain submission has been made by Petitioner and our Company before the
High Court and this matter is currently pending before the High Court. Further, the said matter or the material impact
that the said matter may have on our Company is not quantifiable.

2. Asian Paints India Ltd. (“Petitioner”) filed a writ petition against the Employees Provident Fund Organisation
(“Respondent”) before the Hyderabad High Court and our Company is a pro-forma party in the writ petition. The
EPFO Patancheru Official during the inspection at Petitioner’s plant situated at Patancheru in February 2016, found
that all the workers engaged for transportation are engaged in connection with the main business of Petitioner and
EPF official raised the question in terms of EPF benefits to the worker engaged in transportation by virtue of being
employees of the Petitioner and imposed penalty on the Petitioner. The Petitioner has filed this writ petition against
the order of EPF authorities on the ground that the workers engaged for transportation were not employees of the
Petitioner rather employees of a number of transporters, including our Company. This matter is currently pending for
hearing before the Telangana High Court. Further, the said matter or the material impact that the said matter may
have on our Company is not quantifiable.

Actions taken by Regulatory or Statutory Authorities

As of the date of this Red Herring Prospectus, there are no material actions taken by regulatory or statutory authorities
involving our Company.

Litigation by our Company

Criminal Litigation

1. Ankit Sharma (“Complainant”) had filed complaint with Cyber Police station, Kurukshetra consequent to being
defrauded of an amount of ₹85,000 wherein a third party had transferred the amount from the bank account of the
Complainant to the wallet belonging to the third party on our platform. The Judicial Magistrate, Kurukshetra (“JM
Kurukshetra”) had passed an order dated September 05, 2023 read with order dated June 06, 2023 (“Orders”)
directing Cyber Crime Police Station, Kurukshetra, Haryana to transfer the amount of ₹25,000, which was frozen for
the purpose of the investigation, from our account to the account of the Complainant. Our Company has filed a
criminal revision petition to set aside the Orders. This matter is currently pending.

2. Our Company had filed a petition under Section 451 of the CrPC before the Court of Judicial Magistrate No. II,
Dharmapuri (“JM Dharmapuri”) against the Inspector of Police, Thoppur Police Station. Marico Limited engaged
our Company for transport of 1089 boxes of coconut oil (“Goods”) valuing to ₹3.97 million through a lorry. The
lorry caught fire on October 21, 2018 which destroyed the Goods. Pursuant to the destruction of the goods in transit,
Marico debited the value of the goods destroyed from our trade account maintained with them in regular course of
business. An FIR (“FIR”) dated October 21, 2018 was registered by Thoppur Police Station based on the complaint
by an individual as ‘accidental fire’ and subsequent to the police investigation, the case was registered under
Sections 201, 120B, 379, 407, 436 of the IPC and under Section 4 of Tamil Nadu Public Property (Prevention of
Damage and Loss) Act, 1992 against certain individuals (collectively, the “Accused”). Pursuant to the investigation,
the Thoppur Police Station recovered a total of ₹2.49 million (“Disputed Amount”) from the Accused. It was
alleged that the Accused conspired with employees of Marico Limited to set ablaze the Goods in order to obtain
illegal gain. Our Company submitted before JM Dharmapuri that the Disputed Amount belongs to our Company.
Pursuant to the order dated January 7, 2023, JM Dharmapuri dismissed the petition on the grounds that the matter is
in the initial stages of investigation and the chargesheet is yet to be filed by the police. Our Company has filed an
appeal before the High Court of Madras challenging the dismissal of the petition. This matter is currently pending.

3. Shravanlal Jeramji Gujjar (“Complainant”) had filed complaint with Cyber Police station, Surat consequent to
being defrauded of an amount of ₹42,000 wherein a third party had transferred the amount from the bank account of
the Complainant to the wallet belonging to the third party on our platform. The Principal Senior Civil Judge and
Additional Chief Judicial Magistrate, Oplad (“ACJM Oplad”) had passed an order dated August 22, 2022 (“the
Order”) directing the Deputy Superintendent of Police, State Cyber Cell, CID Kaim, Gandhinagar, Ahmedabad
transfer the amount of ₹42,000, which was frozen for the purpose of the investigation, from our account to the
account of the Complainant. Our Company has filed a criminal revision petition to set aside the Order. This matter is
currently pending.

There are 69 cases filed by our Company pending before various forums across the country for alleged violation of Section
138 and Section 142 of the Negotiable Instruments Act, 1881 for recovery of amounts due to our Company for which cheques
issued in favour of our Company by our customers have been dishonoured. The total pecuniary value involved in all these
matters aggregates to ₹11.87 million.

Civil Litigation
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As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations instituted by our Company.

Litigation involving our Subsidiaries

Litigations filed against our Subsidiaries

Criminal Litigations

As of the date of this Red Herring Prospectus, there are no outstanding criminal litigation against our Subsidiaries.

Civil Litigations

As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations against our Subsidiaries.

Actions taken by Regulatory or Statutory Authorities

As of the date of this Red Herring Prospectus, there are no pending actions by regulatory and statutory authorities against our
Subsidiaries.

Litigations filed by our Subsidiaries

Criminal Litigations

As of the date of this Red Herring Prospectus, there are no outstanding criminal litigation instituted by our Subsidiaries.

Civil Litigations

As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations instituted by our Subsidiaries.

Litigation involving our Promoters

Litigations filed against our Promoters

Criminal Litigations

As of the date of this Red Herring Prospectus, there are no outstanding criminal litigation against our Promoters.

Civil Litigations

As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations against our Promoters.

Actions taken by Regulatory or Statutory Authorities

As of the date of this Red Herring Prospectus, there are no pending actions by regulatory and statutory authorities against our
Promoters.

Disciplinary action

There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against our Promoters in the last
five financial years including outstanding actions.

Litigations filed by our Promoters

Criminal Litigations

As of the date of this Red Herring Prospectus, there are no outstanding criminal litigation instituted by our Promoters.

Civil Litigations

As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations instituted by our Promoters.

Litigation involving our Directors

Litigations filed against our Directors

Criminal Litigations

Except as disclosed below, as of the date of this Red Herring Prospectus, there are no outstanding criminal litigation against
our Directors.

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1. Saisha Hospitality Private Limited (“Complainant”) filed a complaint dated January 3, 2022 under Section 156(3)
of the Code of Criminal Procedure, 1973, before the ACJM, Gurugram, against Swiggy Limited (“Swiggy”), and
Swiggy’s officers and directors including Anand Daniel our Non-Executive Nominee Director, before the Additional
Chief Judicial Magistrate, Gurugram under sections 339, 406, 420, 448, 467, 468, 120B of the Indian Penal Code,
1860 (“Complaint”). Swiggy and the Complainant had entered into a lease agreement dated April 24, 2019
(“Agreement”) for premises leased by the Complainant for commercial purposes. Upon termination of the
Agreement, Swiggy repossessed the premises due to failure of the Complainant to pay the utility charges. The
Complainant alleged that Swiggy fraudulently sold moveable / immovable equipment, fixtures of the Complainant to
a third party. By way of a charge report dated March 26, 2021, the investigation officer of the Sector 43, Gurugram
Police Station, has concluded that the matter is civil in nature and does not require police action. Thereafter, an order
was passed by the Judicial Magistrate dismissing the complaint. Subsequently, a criminal revision petition was filed
before the Additional District and Sessions Court, Gurugram, by the complainant. The matter is currently pending.

Civil Litigations

As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations against our Directors.

Actions taken by Regulatory or Statutory Authorities

As of the date of this Red Herring Prospectus, there are no pending actions by regulatory and statutory authorities against our
Directors.

Litigations filed by our Directors

Criminal Litigations

As of the date of this Red Herring Prospectus, there are no outstanding criminal litigation instituted by our Directors.

Civil Litigations

As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations instituted by our Directors.

Claims related to direct and indirect taxes

Except as disclosed below, there are no claims related to direct and indirect taxes, involving our Company, Subsidiaries,
Directors and Promoters:

Nature of case Number of cases Amount involved (in ₹ million)

Company
Direct Tax 7 Nil
Indirect Tax 3 2.79
Subsidiaries
Direct Tax Nil Nil
Indirect Tax Nil Nil
Directors
Direct Tax Nil Nil
Indirect Tax Nil Nil
Promoters
Direct Tax 1 5.65
Indirect Tax Nil Nil

Outstanding dues to creditors

In terms of the Materiality Policy, creditors of our Company to whom an amount exceeding 5% of our total trade payables as
of June 30, 2024, based on the Restated Consolidated Financial Information of our Company was outstanding, were
considered ‘material’ creditors. Our total trade payables as of June 30, 2024, was ₹ 118.73 million and accordingly, creditors
to whom outstanding dues as of June 30, 2024, exceed ₹5.94 million have been considered as material creditors for the
purposes of disclosure in this Red Herring Prospectus. Details of outstanding dues towards our material creditors are available
on the website of our Company at www.blackbuck.com/investor-relations.

Based on the Materiality Policy, details of outstanding dues owed as of June 30, 2024 by our Company, on a consolidated
basis are set out below:

Type of creditors Number of Creditors Amount (in ₹ million)

Dues to Micro, Small and Medium Enterprises^ 13 1.37
Dues to other creditors** 77 117.36
Total* 90 118.73
# As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated November 7, 2024
* Includes provisions towards expenses to the tune of ₹ 92.38 million.
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^ Includes provision for interest payable to MSME of Rs. 0.81 million.
** Includes provisions towards expenses to the tune of Rs. 91.57 million.

As of June 30, 2024, there is one material creditor to whom our Company owes an aggregate amount of ₹8.26 million.

Material Developments

Except as disclosed in, “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Significant Developments subsequent to June 30, 2024” on page 377, there have not arisen, since the date of the last financial
information disclosed in this Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely
to affect, our operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay our
liabilities within the next 12 months.

386
 GOVERNMENT AND OTHER APPROVALS

Our Company requires various approvals, licenses, registrations, and permits issued by relevant governmental and
regulatory authorities under various rules and regulations to carry out our present business activities and to undertake the
Offer. Set out below is an indicative list of all material approvals, licenses, registrations, and permits obtained by our
Company, which are material and necessary for undertaking our business, and except as mentioned below, no further
material approvals are required to carry on our present business activities. Certain of our key approvals, licenses,
registrations, and permits may expire periodically in the ordinary course and applications for renewal of such expired
approvals are submitted in accordance with applicable requirements and procedures, as necessary. For further details, in
connection with the applicable regulatory and legal framework within which we operate, see “Risk Factors” and “Key
Regulations and Policies” on pages 34 and 190, respectively.

I. Incorporation details

(a) Certificate of incorporation dated April 20, 2015, issued to our Company, under the name ‘Zinka Logistics
Solutions Private Limited’ by the RoC.

(b) Certificate of change of name dated June 19, 2024, issued by the RoC, consequent upon conversion of our
Company to public limited company, being Zinka Logistics Solutions Limited.

(c) Fresh certificate of incorporation dated June 19, 2024, issued by the RoC to our Company, consequent upon
change of name of our Company from Zinka Logistics Solutions Private Limited’ to ‘Zinka Logistics
Solutions Limited’.

(d) The CIN of our Company is U63030KA2015PLC079894.

II. Approvals in relation to the Offer

For details regarding the approvals and authorizations obtained by our Company in relation to the Offer, see “Other
Regulatory and Statutory Disclosures - Authority for the Offer” and “The Offer” on pages 389 and 68, respectively.

Material approvals in relation to the business operations

The material approvals in relation to the business operations of our Company are set forth below:

(a) Certificate of registration dated November 7, 2016 under the Carriage of Road Rules, 2011, issued by the
Deputy Commissioner for Transport and Senior Regional Transport Office at Bengaluru.

(b) Certificate of registration dated August 1, 2023 to commence/ carry on the business of non-banking
financial institution without accepting public deposits under the Reserve Bank of India Act, 1934 and the
rules and orders made thereunder, issued by the Reserve Bank of India at Bengaluru for our subsidiary,
Blackbuck Finserve Private Limited.

(c) License dated October 1, 2019, as renewed on October 17, 2022, with license number 10019043002821
issued by Food Safety and Standards Authority of India to our Company.

(d) Certificate of importer-exporter code dated August 3, 2021 bearing IEC number AAACZ8319C issued to
our Company by Office of the Additional Director General of Foreign Trade, Bengaluru, Ministry of
Commerce and Industry, Government of India.

(e) Certificate of registration dated November 8, 2023 with registration number KTK/M/100045/1123 for
providing M2M services issued by the Department of Telecommunications, Ministry of Communication,
Government of India.

(f) Certificate of registration dated October 4, 2019 with registration number KTK/D/100107/1019 for setting
up Domestic OSP Center issued by the Department of Telecommunications, Ministry of Communication,
Government of India.

(g) The LEI code number 3358003IBMJFDHOYF615 granted by the Legal Entity Identifier India Limited.

(h) Certificate of membership with TransUnion CIBIL dated June 09, 2023 bearing code SU0009.

III. Tax related approvals

(a) The permanent account number of our Company is AAACZ8319C.

(b) The tax deduction account number of our Company is BLRZ11348B.

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 (c) Our Company has obtained goods and services tax registration with number 29AAACZ8319C1Z7 under
the Karnataka Goods and Service Tax Act, 2017.

(d) Our Company has obtained certificate of registration bearing number 363688481 under the Karnataka Tax
on Professions, Trades, Callings and Employments Act, 1976.

IV. Labour and employment related approvals

(a) Registrations under various employee and labour-related laws including the Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952, and the Employees State Insurance Act, 1948, as amended.

(b) Registrations of establishments for Registered and Corporate Office under the Karnataka Shops and
Commercial Establishments Act, 1961 bearing number 5/149/CE/0022/2017. Further we have obtained
registrations for our offices under the Maharashtra Shops and Establishments (Regulation of Employment
and Conditions of Service) Act, 2017 and the Andhra Pradesh Shops and Establishments Act, 1988 for the
states of Maharashtra and Andhra Pradesh respectively.

(c) Registration under the Contract Labour (Regulation and Abolition) Act, 1970, issued by the Assistant
Labour Commissioner, Bengaluru.

V. Material approvals applied for but not received

Except as disclosed below, as on the date of this Red Herring Prospectus, there are no material approvals of our
Company that have been applied for, and for which approval is not received.

1. Registration as a corporate agent to the Insurance Regulatory and Development Authority of India.

VI. Material approvals expired and renewal yet to be applied for

As on the date of this Red Herring Prospectus, there are no material approvals of our Company that have expired,
and for which renewal is to be applied for.

VII. Material approvals required but not obtained or applied for

As on the date of this Red Herring Prospectus, there are no material approvals of our Company that required, and for
approval has not been obtained or applied.

VIII. Intellectual Property

As on the date of this Red Herring Prospectus, our Company has the following registered trademarks:

Sr. Particulars Registration Trademark Classes Validity

No. status number
1. Registered 2979356 39 June 4, 2025
2. Registered 2983204 39 June 10, 2025
3. Registered 3761123 9, 16, 35, 39, 42 February 22, 2028
4. Registered 1557654 39 June 1, 2030
5. BLACKBUCK Registered 1583573 39, 42 March 23, 2030
6. Registered 6886445 39 March 23, 2030

7. Registered 6696035 3.4, 27.5, 29.1 November 23, 2030

We have also made applications for registration of three trademarks with the Registrar of Trademarks pursuant to
applications bearing numbers 4369861/IAOI-1691 in the EU as well as 3442902 and 3761124 in India of which our
applications bearing numbers 3442902 and 3761124 are contested by third parties. For details, see “Our Business –
Intellectual Property” on page 187 and for risks associated with intellectual property, see “Risk Factors – We may
not be able to adequately protect or continue to use our intellectual property, which could adversely affect our
business, results of operations and financial condition.” on page 46.

388
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

Our Board has approved the Offer pursuant to the resolution passed at its meeting held on June 26, 2024 and our Shareholders
have approved the Offer pursuant to a resolution dated June 29, 2024 in terms of Section 62(1)(c) of the Companies Act,
2013. Further, our Board has taken on record the consent letters and authorisations of each of the Selling Shareholders, as
applicable, to participate in the Offer for Sale pursuant to their resolution dated July 4, 2024. Our IPO Committee and our
Board have taken on record the consent letters and authorisations of each of the Selling Shareholders, as applicable, to
participate in the Offer for Sale pursuant to their resolution July 4, 2024, October 14, 2024 and November 6, 2024,
respectively. The Draft Red Herring Prospectus has been approved by resolutions passed by our Board on July 4, 2024 and
the IPO Committee on July 5, 2024.

This Red Herring Prospectus has been approved pursuant to a resolution passed by our Board on November 7, 2024.

Authorisation by the Selling Shareholders

The Selling Shareholders, have severally and not jointly confirmed and authorized its participation in the Offer for Sale in
relation to the Offered Shares, as set out below:

Name of the Selling Shareholder Aggregate amount of Number of Equity Date of board Date of consent letter
Offer for Sale (₹ Shares of face value resolution/
million) of ₹1 each offered in authorization
the Offer for Sale
Promoter Selling Shareholders
Rajesh Kumar Naidu Yabaji Up to [●] Up to 2,218,822 NA July 4, 2024
Chanakya Hridaya Up to [●] Up to 1,109,411 NA July 4, 2024
Ramasubramanian Balasubramaniam Up to [●] Up to 1,109,411 NA July 4, 2024
Investor Selling Shareholders
Quickroutes International Private Up to [●] Up to 5,534,341 July 4, 2024 and November 5, 2024
Limited November 5, 2024
Accel India IV (Mauritius) Limited Up to [●] Up to 4,309,350 June 28, 2024 July 4, 2024
International Finance Corporation Up to [●] Up to 2,340,277 March 27, 2024 October 12, 2024
Internet Fund III Pte Ltd Up to [●] Up to 1,369,149 October 11, 2024 October 13, 2024
Peak XV Partners Investments VI Up to [●] Up to 1,126,236 July 1, 2024, read with October 14, 2024
(formerly SCI Investments VI) October 9, 2024
VEF AB (publ) Up to [●] Up to 618,373 November 5, 2024 November 5, 2024
Sands Capital Private Growth II Up to [●] Up to 529,783 November 5, 2024 November 5, 2024
Limited
Sands Capital Private Growth Up to [●] Up to 205,898 June 10, 2024 and June July 4, 2024
Limited PCC, Cell D 11, 2024
Sanjiv Rangrass Up to [●] Up to 129,344 NA July 4, 2024
Other Selling Shareholder
Rajkumari Yabaji Up to [●] Up to 85,405 NA July 4, 2024

The Offered Shares are eligible to be offered for sale in the Offer in accordance with Regulations 8 and 8A of the SEBI ICDR
Regulations, as on the date of this Red Herring Prospectus.

In-principle Listing Approvals

Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their
letters each dated September 5, 2024.

Prohibition by SEBI, RBI or other Governmental Authorities

Our Company, Promoters, members of our Promoter Group and Directors are not prohibited from accessing the capital
market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities
market regulator in any other jurisdiction or any other authority/court.

None of the companies with which our Promoters and Directors are associated with as promoters, directors or persons in
control have been debarred from accessing capital markets under any order or direction passed by SEBI or any other
authorities.

None of our Directors are associated with securities market related business, in any manner and there have been no
outstanding actions initiated by SEBI against our Directors in the five years preceding the date of this Red Herring
Prospectus.

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Our Company, Promoters and Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or
financial institution or consortium thereof in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers
issued by the RBI.

Our Promoters or Directors have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic
Offenders Act, 2018.

The Selling Shareholders severally and not jointly confirm that they have not been prohibited from accessing the capital
market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities
market regulator in any other jurisdiction or any other authority/court.

All the Equity Shares are fully paid up and there are no partly paid up Equity Shares as on the date of filing of this Red
Herring Prospectus.

Confirmation in relation to RBI Circular dated July 1, 2016

Neither our Company, nor any of our Promoters or Directors have been declared as fraudulent borrowers by the lending
banks or financial institution or consortium, in terms of the Master Directions on Frauds – Classification and Reporting by
commercial banks and select FIs dated July 1, 2016, as amended, issued by the Reserve Bank of India.

Confirmation under Companies (Significant Beneficial Owners) Rules, 2018

Our Company, Promoters and members of the Promoter Group, confirm that they are in compliance with the Companies
(Significant Beneficial Owners) Rules, 2018, to the extent applicable, as on the date of this Red Herring Prospectus.

Each of the Investor Selling Shareholders severally and not jointly, confirms that it is in compliance with the Companies
(Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to it in relation to its respective holding in
our Company, as on the date of this Red Herring Prospectus.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with Regulation 6(2) of the SEBI ICDR Regulations, which states as
follows:

“An issuer not satisfying the condition stipulated in sub-regulation (1) of the SEBI ICDR Regulations shall be eligible to make
an initial public offer only if the issue is made through the book-building process and the issuer undertakes to allot at least
seventy-five per cent of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to do
so.”

We are an unlisted company that does not satisfy the conditions specified in Regulation 6(1) of the SEBI ICDR Regulations
of not more than 50% of the net tangible assets being held in monetary assets and having an average operating profit of at
least fifteen crore rupees, calculated on a restated and consolidated basis, during the preceding three years and are therefore
required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations. Set out below are details in respect
of our net tangible assets, monetary assets, average operating profits:

Amount (₹ in million)
Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Restated Net tangible assets (1) 3,116.86 3,528.05 5,853.22
Restated Monetary assets (2) 3,360.71 1,717.77 1,910.48
Monetary assets as a % of net tangible assets (%), as 107.82%(5) 48.69% 32.64%
restated
Operating loss, as restated (3) (2,106.70) (3,065.46) (3,040.02)
Net worth (4) as restated 3,112.93 3,526.64 5,850.76
Notes:
(1) “Restated Net tangible assets” means the sum of all assets, as restated of the Company as per the Restated Consolidated Financial Information
excluding Intangible Assets and Right of Use Assets reduced by Total Liabilities (excluding lease liabilities) of the Company.
(2) “Monetary assets” are defined as amount of ‘Cash and Cash equivalents’ and 'Bank Balances other than cash and cash equivalents as per the
Restated Consolidated Financial Information.
(3) "Operating Loss, as restated” means Restated (Loss) for the year excluding other income & Other gains/ losses (net), finance costs and Total tax
expense & Tax expenses on discontinued operations.
(4) “Net worth” means the aggregate of equity share capital and other equity as at the end of the period/ year as per the Restated consolidated Financial
Statements.
(5) A substantial portion of the net tangible assets in Fiscals 2022 and 2023 included trade receivables of the corporate freight business of the Company.
However, since the corporate freight business was transferred pursuant to a slump sale in August 2024, such trade receivables were transferred to
“assets held for sale”- in Fiscal 2024 leading to a decrease in net tangible assets of the Company. Consequently, the monetary assets as a % of net
tangible assets increased from 48.69% as of March 2023 to 107.82% as of March 31, 2024. For further details, see “History and Certain Corporate
Matters - Hive-off of our corporate freight business” on page 208.

We are therefore required to allot not less than 75% of the Offer to QIBs to meet the conditions as detailed under Regulation
6(2) of the SEBI ICDR Regulations. Provided that in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the
390
QIB Portion will not be underwritten by the Underwriters, pursuant to the Underwriting Agreement. Further, not more than
15% of the Offer shall be available for allocation to NIBs of which one-third of the Non-Institutional Category shall be
available for allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two-thirds
of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹1.00
million provided that under-subscription in either of these two sub-categories of the Non-Institutional Category may be
allocated to Bidders in the other sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price. Further, not more than 10% of the Offer shall be available for
allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer
Price. In the event we fail to do so, the full application monies shall be refunded to the Bidders, in accordance with the SEBI
ICDR Regulations.

Our Company shall not make an Allotment if the number of prospective Allottees is less than 1,000 in accordance with
Regulation 49(1) of the SEBI ICDR Regulations and other applicable law. Further, our Company confirms that it is not
ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, to the extent applicable. Our Company
is in compliance with the conditions specified in Regulations 5 and 7(1), to the extent applicable, of the SEBI ICDR
Regulations and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to
the extent applicable.

The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI ICDR
Regulations are as follows:

(i) Our Company, Promoters, members of the Promoter Group each of the Selling Shareholders and our Directors are
not debarred from accessing the capital markets by SEBI;

(ii) The companies with which our Promoters or Directors are associated as a promoter or director are not debarred from
accessing the capital markets by SEBI;

(iii) None of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower;

(iv) None of our Promoters or Directors have been declared as a Fugitive Economic Offender;

(v) Except employee stock options granted pursuant to the ESOP 2016 and ESOP 2019, there are no outstanding
convertible securities of our Company or any other rights to convert debentures, loans or other instruments into, or
which would entitle any person with any option to receive Equity Shares of our Company as on the date of filing of
this Red Herring Prospectus;

(vi) Our Company along with Registrar to the Offer has entered into tripartite agreements dated March 27, 2024 and
effective as of March 4, 2024, with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares;

(vii) The Equity Shares of our Company held by our Promoters are in dematerialized form;

(viii) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Red Herring Prospectus; and

(ix) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance.

Our Company confirms that it is also in compliance with the other conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING

PROSPECTUS TO SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) SHOULD NOT, IN ANY WAY,
BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI
DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME
OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF
THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS AND
EACH OF THE SELLING SHAREHOLDERS, SEVERALLY AND NOT JOINTLY, WILL BE RESPONSIBLE
ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT IN THE DRAFT
RED HERRING PROSPECTUS IN RELATION TO ITSELF AND ITS RESPECTIVE PORTION OF THE
OFFERED SHARES. THE BOOK RUNNING LEAD MANAGERS, BEING AXIS CAPITAL LIMITED, MORGAN
STANLEY INDIA COMPANY PRIVATE LIMITED, JM FINANCIAL LIMITED AND IIFL CAPITAL SERVICES
LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED) (“BRLMS”), HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND
ARE IN CONFORMITY WITH THE SEBI ICDR REGULATIONS. THIS REQUIREMENT IS TO FACILITATE

391
BIDDERS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED
OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND EACH OF THE SELLING
SHAREHOLDERS, SEVERALLY AND NOT JOINTLY, WILL BE RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT IN THE DRAFT RED HERRING
PROSPECTUS IN RELATION TO ITSELF AND ITS RESPECTIVE PORTION OF THE OFFERED SHARES,
THE BRLMS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE,
THE BRLMS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JULY 5, 2024 IN THE
FORMAT PRESCRIBED UNDER SCHEDULE V (A) OF THE SEBI ICDR REGULATIONS.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME,
WITH THE BRLMS, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

All legal requirements pertaining to the Offer will be complied with at the time of filing of this Red Herring Prospectus with
the Registrar of Companies in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Offer
will be complied with at the time of filing of the Prospectus with the Registrar of Companies in terms of sections 26, 32,
33(1) and 33(2) of the Companies Act, 2013.

Disclaimer from our Company, the Directors and BRLMs

Our Company, our Directors and the BRLMs accept no responsibility for statements made otherwise than in this Red Herring
Prospectus or in the advertisements or any other material issued by or at our instance and anyone placing reliance on any
other source of information, including our Company’s website www.blackbuck.com/investor-relations, or the respective
websites (as applicable) of our Promoter, Promoter Group, any affiliate of our Company or the BRLMs would be doing so at
their own risk.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement, and as will be provided
for in the Underwriting Agreement.

All information, to the extent required in relation to the Offer, shall be made available by our Company and the BRLMs to the
Bidders and the public at large and no selective or additional information would be made available for a section of the
Bidders in any manner whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres
or elsewhere.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters and their
respective directors, officers, agents, affiliates, trustees and representatives that they are eligible under all applicable laws,
rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge or transfer the Equity
Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the
Equity Shares. Our Company, the Underwriters and each of their respective directors, officers, agents, affiliates, trustees and
representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire
the Equity Shares.

The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, and their respective directors and officers, partners, trustees, affiliates,
associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial
banking and investment banking transactions with our Company for which they have received, and may in the future receive,
compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or is under
common control with another person or entity.

Disclaimer from the Selling Shareholders

It is clarified that neither the Selling Shareholders, nor their respective directors, affiliates, partners, trustees, associates,
officers and representatives accept and/or undertake any responsibility for any statements made or undertakings provided in
this Red Herring Prospectus other than those specifically made or undertaken by such Selling Shareholder in relation to itself
as a Selling Shareholder and its respective proportion of the Offered Shares, and in this case only on a several and not joint
basis.

Further, the Selling Shareholders and their respective directors, affiliates, partners, trustees, associates, officers and
representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire
the Equity Shares.

392
Bidders will be required to confirm and will be deemed to have represented to each of the Selling Shareholders and their
respective directors, officers, agents, affiliates, trustees and representatives that they are eligible under all applicable laws,
rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge or transfer the Equity
Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the
Equity Shares.

Disclaimer in respect of jurisdiction

The Offer is being made in India to persons resident in India (who are competent to contract under the Indian Contract Act,
1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered under the
applicable laws in India and authorised to invest in shares, domestic Mutual Funds, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are
authorised under their constitution to hold and invest in equity shares, state industrial development corporations, public
financial institutions under Section 2(72) of the Companies Act, insurance companies registered with IRDAI, provident funds
with minimum corpus of ₹250 million (subject to applicable law) and pension funds with minimum corpus of ₹250 million
registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the Pension Fund
Regulatory and Development Authority Act, 2013, National Investment Fund, insurance funds set up and managed by army,
navy or air force of Union of India, insurance funds set up and managed by the Department of Posts, GoI, Systemically
Important NBFCs registered with the RBI and registered multilateral and bilateral development financial institutions) and
permitted Non-Residents including FPIs and Eligible NRIs and AIFs that they are eligible under all applicable laws and
regulations to purchase the Equity Shares.

This Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to Equity Shares offered hereby,
in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into
whose possession this Red Herring Prospectus comes is required to inform him or herself about, and to observe, any such
restrictions. Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Bengaluru, India
only. The Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the
Offer in any jurisdiction, including India. No action has been, or will be, taken to permit a public offering in any jurisdiction
where action would be required for that purpose, except that the Draft Red Herring Prospectus has been filed with the SEBI
for its observations. Accordingly, the Equity Shares represented thereby may not be issued, directly or indirectly, and this Red
Herring Prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in
such jurisdiction. Neither the delivery of this Red Herring Prospectus nor any offer or sale hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company or any of the Selling
Shareholders since the date of this Red Herring Prospectus or that the information contained herein is correct as at any time
subsequent to this date. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to
this Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which
comprises this Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India.

No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.

Eligibility and Transfer Restrictions

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
other applicable law of the United States and, unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Our Company has not registered and does not intend to register
under the U.S. Investment Company Act in reliance upon section 3(c)(7) of the U.S. Investment Company Act and
investors will not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are
only being offered and sold (i) to persons within the United States or to or for the account or benefit of, U.S. Persons
(as defined in Regulation S under the U.S. Securities Act), who are both (a) “qualified institutional buyers” (as defined
in Rule 144A) and referred to in this Red Herring Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term
U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and
referred to in this Red Herring Prospectus as “QIBs”) in one or more transactions exempt from the registration
requirements of the U.S. Securities Act; and (b) “qualified purchasers” (as defined in Section 2(a)(51) of the U.S.
Investment Company Act and referred to in this Red Herring Prospectus as “QPs”) in reliance upon section 3(c)(7) of
the U.S. Investment Company Act, and (ii) outside the United States, to investors that are not U.S. Persons nor persons
acquiring for the account or benefit of U.S. Persons in “offshore transactions” in reliance on Regulation S under the
U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction except in
compliance with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within the United
States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements of the U.S.
Securities Act unless made pursuant to Rule 144A or another available exemption from the registration requirements
393
of the U.S. Securities Act and in accordance with applicable state securities laws of any state or other jurisdiction of
the United States. The Equity Shares have not been recommended by any U.S. federal or state securities commission
or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the
adequacy of this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the
contrary is a criminal offence in the United States. In making an investment decision investors must rely on their own
examination of our Company and the terms of the Offer, including the merits and risks involved.

Eligible Investors

The Equity Shares are being offered:

(i) to persons in the United States or to, or for the account or benefit of, U.S. Persons, in each case that are both U.S.
QIBs and QPs, in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act
and in reliance on section 3(c)(7) of the U.S. Investment Company Act; and

(ii) outside the United States to investors that are not U.S. Persons, nor persons acquiring for the account or benefit of
U.S. Persons, in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of
the jurisdiction where those offers and sales occur;

(iii) and in each case who are deemed to have made the representations set forth immediately below

Equity Shares Offered and Sold within the United States

Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer within the United States, by its acceptance of
the Draft Red Herring Prospectus and of the Equity Shares, will be deemed to have acknowledged, represented and warranted
to and agreed with our Company, each of the Selling Shareholders and the Book Running Lead Managers that it has received
a copy of the Draft Red Herring Prospectus and such other information as it deems necessary to make an informed investment
decision and that:

1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction
of the United States and accordingly, unless so registered, may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act;

3. the purchaser (i) is a U.S. QIB and a QP, (ii) is aware that the sale to it is being made in a transaction exempt from,
or not subject to, the registration requirements of the U.S. Securities Act, (iii) was not formed or operated for the
purpose of investing in the Equity Shares and (iv) is acquiring such Equity Shares for its own account or for the
account of one or more persons, each of which is a U.S. QIB and a QP with respect to which it exercises sole
investment discretion;

4. the purchaser acknowledges that our Company has not registered, and does not intend to register, as an “investment
company” (as such term is defined under the U.S. Investment Company Act) and that our Company has imposed the
transfer and offering restrictions with respect to persons in the United States and U.S. Persons described in this Draft
Red Herring Prospectus so that our Company will be able to rely on the exception provided by Section 3(c)(7) of the
U.S. Investment Company Act and will have no obligation to register as an investment company. The purchaser, and
each person for which it is acting, also understands and agrees that our Company and the BRLMs shall have the right
to request and receive such additional documents, certifications, representations and undertakings, from time to time,
as they may deem necessary in order to comply with applicable legal requirements;

5. the purchaser is not a broker-dealer which owns and invests on a discretionary basis less than US$25 million in
securities of issuers unaffiliated with such broker-dealer;

6. the purchaser understands that, subject to certain exceptions, to be a QP, entities must have US$25 million in
“investments” (as defined in Rule 2a51-1 of the U.S. Investment Company Act);

7. the purchaser is not an affiliate of our Company or the Selling Shareholders or a person acting on behalf of an
affiliate of the Company or the Selling Shareholders;

8. the purchaser is not managed as a device for facilitating individual investment decisions of beneficial owners, but
rather is managed as a collective investment vehicle;

9. the purchaser, and each account for which it is purchasing or otherwise acquiring Equity Shares, will purchase, hold
or transfer Equity Shares amounting to at least US$250,000 or its equivalent in another currency;

394
10. it, and each person for which it is acting, was not formed, reformed, operated or recapitalized for the purpose of
investing in the Equity Shares and/or other securities of our Company;

11. if the purchaser, or any person for which it is acting, is an investment company excepted from the U.S. Investment
Company Act pursuant to section 3(c)(l) or section 3(c)(7) thereof (or a foreign investment company under Section
7(d) thereof relying on section 3(c)(l) or 3(c)(7) with respect to its holders that are U.S. persons) and was formed on
or before April 30, 1996, it has received the consent of its beneficial owners who acquired their interests on or before
April 30, 1996, with respect to its treatment as a QP in the manner required by Section 2(a)(51)(C) of the U.S.
Investment Company Act and the rules promulgated thereunder;

12. the purchaser, and each person for which it is acting, is not a partnership, common trust fund, or corporation, special
trust, pension fund or retirement plan, or other entity, in which the partners, beneficiaries, beneficial owners,
participants, shareholders or other equity owners, as the case may be, may designate the particular investments to be
made, or the allocation thereof unless all such partners, beneficiaries, beneficial owners, participants, shareholders or
other equity owners are both U.S. QIBs and QPs;

13. the purchaser, and each person for which it is acting, has not invested more than 40.0% of its assets in the Equity
Shares (or beneficial interests therein) and/or other securities of our Company after giving effect to the purchase of
the Equity Shares (or beneficial interests therein) (unless all of the beneficial owners of such entity's securities are
both U.S. QIBs and QPs);

14. the purchaser, and each person for which it is acting, has not invested more than 40.0% of its assets in the Equity
Shares (or beneficial interests therein) and/or other securities of our Company after giving effect to the purchase of
the Equity Shares (or beneficial interests therein) (unless all of the beneficial owners of such entity's securities are
both U.S. QIBs and QPs);

15. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or
otherwise transferred, only outside the United States in an “offshore transaction” complying with Rule 903 or Rule
904 of Regulation S under the U.S. Securities Act to a person outside the United States and not known by the
transferor to be a U.S. Person by pre-arrangement or otherwise, (such permitted transactions including, for the
avoidance of doubt, a bona fide sale on the BSE or NSE). The purchaser agrees not to effect any sale, pledge or other
transfer of any Equity Shares unless the purchaser first executes a letter certifying as such and delivers such letter to
our Company prior to the settlement if any, of the sale, pledge or other transfer of the Equity Shares. The purchaser
understands that the transfer restrictions will remain in effect until our Company determines, in its sole discretion, to
remove them;

16. is not subscribing to, or purchasing, the Equity Shares with a view to, or for the offer or sale in connection with, any
distribution thereof (within the meaning of the U.S. Securities Act) that would be in violation of the securities laws
of the United States or any state thereof;

17. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and
no representation is made as to the availability of the exemption provided by Rule 144 under the U.S. Securities Act
for resales of any such Equity Shares;

18. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt facility
established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt facility, so long
as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act;

19. the purchaser agrees that neither the purchaser, nor any of its affiliates (as defined in Rule 405 of the U.S. Securities
Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule 405 of the U.S.
Securities Act), will make any “directed selling efforts” (as that term is defined in Regulation S under the U.S.
Securities Act) in the United States with respect to the Equity Shares or any form of “general solicitation” or
“general advertising” (as defined in Regulation D under the U.S. Securities Act) in the United States in connection
with any offer or sale of the Equity Shares;

20. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our Company
determines otherwise in accordance with applicable law, will bear a legend substantially to the following effect:

“THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
AND THE COMPANY HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE “U.S. INVESTMENT COMPANY ACT”). THIS SECURITY MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
OUTSIDE THE UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A US PERSON
BY PRE-ARRANGEMENT OR OTHERWISE IN AN OFFSHORE TRANSACTION COMPLYING WITH

395
 RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND OTHERWISE
IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT AND THE U.S. INVESTMENT COMPANY ACT.

THE EQUITY SHARES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THE EQUITY SHARES AGREES TO
PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE
COMPANY'S OFFER DOCUMENTS TO THE TRANSFEREE AND TO ANY EXECUTING BROKER.”

21. the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity Shares or
the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity Shares being sold and
agrees not to act as a swap counterparty or other type of intermediary whereby any other party will acquire an
economic interest or beneficial interest in the Equity Shares acquired or reoffer, resell, pledge or otherwise transfer
the Equity Shares or any beneficial interest therein, to any person except to a person that meets all of the
requirements above and who agrees not to subsequently transfer the Equity Shares or any beneficial interest therein
except in accordance with these transfer restrictions;

22. the purchaser understands and acknowledges that (i) subject to applicable law, our Company will not recognize any
offer, sale, pledge or other transfer of such Equity Shares made other than in compliance with the above-stated
restrictions; (ii) any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or any person within
the United States who is required under these restrictions to be a U.S.QIB-QP but is not a U.S.QIB-QP at the time it
acquires a beneficial interest in the Equity Shares, shall be null and void ab initio and will not be honored by our
Company and in no event will our Company, its directors, officers, employees or agents, including any broker or
dealer, have any liability whatsoever to the purchaser by reason of any act or failure to act by any person authorized
by our Company in connection with the foregoing;

23. the purchaser understands and acknowledges that our Company may be a “covered fund” as defined in Section 13 of
the Bank Holding Company Act of 1956, commonly referred to as the “Volcker Rule” (the “Volcker Rule”). The
definition of “covered fund” in the Volcker Rule includes (subject to specified exclusions) any entity that would be
an investment company under the U.S. Investment Company Act but for the exception from the definition of
“investment company” in Section 3(c)(1) or 3(c)(7) thereof. Our Company intends to qualify under Section 3(c)(7).
Our Company may be otherwise excepted from the definition of “investment company”, but it makes no assurances
in that regard. Thus, our Company may be a “covered fund” for purposes of the Volcker Rule. Accordingly, banking
entities that are subject to the Volcker Rule may be prohibited under the Volcker Rule from, among other things,
acquiring or retaining our Equity Shares, absent any applicable exclusion or exemption. Each purchaser must make
its own determination as to whether it is a “banking entity” subject to the Volcker Rule and, if applicable, the
potential impact of the Volcker Rule on its ability to acquire or retain our Equity Shares;

24. the purchaser is knowledgeable, sophisticated and experienced in business and financial matters, fully understands
the limitations on ownership and transfer and the restrictions on sales of the Equity Shares and is aware that there are
substantial risks incidental to the purchase of the Equity Shares and is able to bear the economic risk of such
purchase;

25. the purchaser acknowledges that our Company, each of the Selling Shareholders, the Book Running Lead Managers,
their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company, each of the Selling Shareholders and the Book Running Lead Managers, and if it is acquiring
any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment
discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account; and

26. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares, was
located outside the United States at the time (i) the offer was made to it and (ii) when the buy order for such Equity
Shares was originated, and continues to be located outside the United States and has not purchased such Equity
Shares for the account or benefit of any person in the United Sates or entered into any arrangement for the transfer of
such Equity Shares or any economic interest therein to any person in the United States

All other Equity Shares Offered and Sold in the Offer

Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer outside the United States, by its acceptance of
this Red Herring Prospectus and of the Equity Shares offered pursuant to the Offer, will be deemed to have acknowledged,
represented and warranted to and agreed with our Company, each of the Selling Shareholders and the Book Running Lead
Managers that it has received a copy of this Red Herring Prospectus and such other information as it deems necessary to make
an informed investment decision and that:

396
1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any state of or other
jurisdiction of the United States and accordingly, may not be offered, resold, pledged or transferred within the
United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the U.S. Securities Act;

3. the purchaser is purchasing the Equity Shares offered pursuant to the Offer in an offshore transaction meeting the
requirements of Rule 903 of Regulation S under the U.S. Securities Act;

4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares
offered pursuant to the Offer, was located outside the United States at the time (i) the offer for such Equity Shares
was made to it and (ii) when the buy order for such Equity Shares was originated and continues to be located outside
the United States and has not purchased such Equity Shares for the account or benefit of any person in the United
States or entered into any arrangement for the transfer of such Equity Shares or any economic interest therein to any
person in the United States;

5. the purchaser is not an affiliate of our Company or the Selling Shareholders or a person acting on behalf of an
affiliate of the Company or the Selling Shareholders;

6. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or
otherwise transferred only (i) to a person reasonably believed to be a U.S. QIB in a transaction meeting the
requirements of Rule 144A, or (ii) outside the United States in an offshore transaction complying with Rule 903 or
Rule 904 of Regulation S. The purchaser understands that the transfer restrictions will remain in effect until our
Company determines, in its sole discretion, to remove them;

7. the purchaser agrees that neither the purchaser nor any of its affiliates, nor any person acting on behalf of the
purchaser or any of its affiliates, will make of any “directed selling efforts” as defined in Regulation S under the U.S.
Securities Act in the United States with respect to the Equity Shares;

8. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our Company
determine otherwise in accordance with applicable law, will bear a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
AND THE COMPANY HAS NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE “U.S. INVESTMENT COMPANY ACT”). THIS SECURITY MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
OUTSIDE THE UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A US PERSON
BY PRE-ARRANGEMENT OR OTHERWISE IN AN OFFSHORE TRANSACTION COMPLYING WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND OTHERWISE
IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT AND THE U.S. INVESTMENT COMPANY ACT.

THIS SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS

DESCRIBED HEREIN. EACH TRANSFEROR OF THIS SECURITY AGREES TO PROVIDE NOTICE
OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE COMPANY'S OFFER
DOCUMENTS TO THE TRANSFEREE AND TO ANY EXECUTING BROKER.

9. the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity Shares or
the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity Shares being sold;

10. the purchaser understands and acknowledges that (i) subject to applicable law, our Company will not recognize any
offer, sale, pledge or other transfer of such Equity Shares under other than in compliance with the above-stated
restrictions; (ii) any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or any person within
the United States who is required under these restrictions to be a U.S. QIB-QP but is not a U.S. QIB-QP at the time it
acquires a beneficial interest in the Equity Shares, shall be null and void ab initio and will not be honored by our
Company and in no event will our Company, its directors, officers, employees or agents, including any broker or
dealer, have any liability whatsoever to the purchaser by reason of any act of failure to act by any person authorized
by our Company in connection with the foregoing;

11. the purchaser understands and acknowledges that our Company may be a “covered fund” as defined in the Volcker
Rule. The definition of “covered fund” in the Volcker Rule includes (subject to specified exclusions) any entity that

397
 would be an investment company under the U.S. Investment Company Act but for the exception from the definition
of “investment company” in Section 3(c)(1) or 3(c)(7) thereof. Our Company intends to qualify under Section
3(c)(7). Our Company may be otherwise excepted from the definition of “investment company”, but it makes no
assurances in that regard. Thus, our Company may be a “covered fund” for purposes of the Volcker Rule.
Accordingly, “banking entities” that are subject to the Volcker Rule may be prohibited under the Volcker Rule from,
among other things, acquiring or retaining our Equity Shares, absent any applicable exclusion or exemption. Each
purchaser must make its own determination as to whether it is a banking entity subject to the Volcker Rule and, if
applicable, the potential impact of the Volcker Rule on its ability to acquire or retain our Equity Shares; and

12. the purchaser acknowledges that our Company, each of the Selling Shareholders, the Book Running Lead Managers,
their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company, each of the Selling Shareholders and the Book Running Lead Managers, and if it is acquiring
any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment
discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the
Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any
similar security, other than in accordance with applicable laws.

Disclaimer Clause of BSE

As required, a copy of the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated by BSE to
our Company, is as set forth below:

“BSE Limited ("the Exchange") has given vide its letter dated September 05, 2024, permission to this Company to use the
Exchange's name in this offer document as one of the stock exchanges on which this company's securities are proposed to be
listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Company. The Exchange does not in any manner: -

a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or

b. warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or

c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company.

and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the
Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of
any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by
reason of anything stated or omitted to be stated herein or for any other reason whatsoever."

Disclaimer Clause of NSE

As required, a copy of the Draft Red Herring Prospectus was submitted to NSE. The disclaimer clause as intimated by NSE to
our Company, is as set forth below:

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/4162 dated September 05, 2024, permission to the Issuer to
use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are
proposed to be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on
the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission
given by NSE should not in any way be deemed or construed that the offer document has been cleared or approved by NSE;
nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer
document; nor does it warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor
does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any
scheme or project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason
whatsoever.”

398
Listing

The Equity Shares offered through this Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and
NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares.
BSE will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
Days from the Bid/Offer Closing Date or such other time as prescribed by SEBI. If our Company does not Allot Equity
Shares pursuant to the Offer within such timeline as prescribed by SEBI, it shall repay without interest all monies received
from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period
or such other rate prescribed by SEBI.

Consents

Consents in writing of each of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, legal
counsel to our Company as to Indian law, Bankers to our Company, the BRLMs, Registrar to the Offer, RedSeer, Statutory
Auditors and Independent Chartered Accountant, in their respective capacities, have been obtained, and such consents have
not been withdrawn as of the date of this Red Herring Prospectus. Further, consents in writing of the Syndicate Members,
Escrow Collection Bank/ Refund Bank/ Public Offer Account/ Sponsor Banks and the Monitoring Agency to act in their
respective capacities, will be obtained and filed along with a copy of this Red Herring Prospectus with the RoC as required
under the Companies Act and such consents have not been and shall not be withdrawn up to the time of delivery of this Red
Herring Prospectus and the Prospectus for filing with the RoC.

Experts to the Offer

Except as disclosed below, our Company has not obtained any expert opinions:

Our Company has received a written consent dated November 7, 2024 from our Statutory Auditor, namely, Price Waterhouse
Chartered Accountant LLP, Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their
names as required under Section 26 (5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring
Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 (and not as defined under the U.S.
Securities Act) to the extent and in their capacity as our Statutory Auditor, and in respect of their examination report dated
October 14, 2024 on the Restated Consolidated Financial Information, included in this Red Herring Prospectus and such
consent has not been withdrawn as on the date of this Red Herring Prospectus.

Our Company has received written consent dated November 7, 2024 from Manian & Rao, Chartered Accountants, having
firm registration number 001983S, holding a valid peer review certificate from the ICAI, to include their name as required
under Section 26(5) of the Companies Act read with SEBI ICDR Regulations in this Red Herring Prospectus and as an
‘expert’ as defined under Section 2(38) of Companies Act in respect of (a) certificates issued by them in their capacity as a
chartered accountant; and (b) the statement of possible special tax benefits available to our Company and its shareholders
dated October 14, 2024, and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

Particulars regarding public or rights issues during the last five years

Other than as disclosed in “Capital Structure” on page 88, our Company has not made any rights issue of Equity Shares
during the five years immediately preceding the date of this Red Herring Prospectus.

Further, our Company has not made any public issue of Equity Shares during the five years immediately preceding the date of
this Red Herring Prospectus.

Particulars regarding capital issues by our Company and its listed subsidiaries, group companies, associate entities
during the last three years

Other than as disclosed in “Capital Structure” on page 88, our Company has not made any capital issues during the three
years preceding the date of this Red Herring Prospectus.

As on the date of this Red Herring Prospectus, our Company does not have any group company or any listed Subsidiary. Our
Company does not have any associate companies.

Commission and Brokerage paid on previous issues of the Equity Shares in the last five years

Since this is the initial public offer of Equity Shares, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the last five years preceding
the date of this Red Herring Prospectus.

399
Performance vis-à-vis objects – Public/rights issue of our Company

Our Company has not undertaken any public issue in the five years preceding the date of this Red Herring Prospectus. Other
than as disclosed in “Capital Structure” on page 88, our Company has not undertaken any rights issue in the five years
preceding the date of this Red Herring Prospectus.

Performance vis-à-vis objects – Public/rights issue of the listed subsidiaries and promoter

As on the date of this Red Herring Prospectus, none of our Subsidiaries is listed on any stock exchanges. Further, our
Company does not have a corporate promoter.

Other confirmations

There has been no instance of issuance of equity shares in the past by the Company or entities forming part of the Promoter
Group to more than 49 or 200 investors in violation of:

a) Section 67(3) of Companies Act, 1956; or

b) Relevant section(s) of Companies Act, 2013, including Section 42 and the rules notified thereunder; or

c) The SEBI Regulations; or

d) The SEBI (Disclosure and Investor Protection) Guidelines, 2000, as applicable.

400
Price information of past issues handled by the BRLMs

I. Axis Capital Limited

1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Axis Capital Limited:

Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in +/- % change in +/- % change in
No. (₹ million) Price (₹) Price on closing price, [+/- % closing price, [+/- % closing price, [+/- %
Listing Date change in closing change in closing change in closing
benchmark]- 30th benchmark]- 90th benchmark]- 180th
calendar days from calendar days from calendar days from
listing listing listing
1. Waaree Energies Limited(2) 43,214.40 1,503.00 28-Oct-24 2,500.00 - - -
2. Northern Arc Capital Limited&(2) 7,770.00 263.00 24-Sep-24 350.00 -7.15%, [-5.80%] - -
3. Bajaj Housing Finance Limited(2) 65,600.00 70.00 16-Sep-24 150.00 +99.86%, [-1.29%] - -
4. Baazar Style Retail Limited$(1) 8,346.75 389.00 6-Sep-24 389.00 -1.32%, [+0.62%] - -
5. Interarch Building Products Limited!(2) 6,002.87 900.00 26-Aug-24 1,299.00 +41.04%, [+3.72%] - -
6. Ola Electric Mobility Limited# (2) 61,455.59 76.00 9-Aug-24 91.20 +44.17%, [+1.99%] - -
7. Akums Drugs and Pharmaceuticals
18,567.37 679.00 6-Aug-24 725.00 +32.10%, [+5.03%] +23.99%, [+0.89%] -
Limited@ (2)
8. Emcure Pharmaceuticals Limited^(2) 19,520.27 1,008.00 10-Jul-24 1,325.05 +27.94%, [-0.85%] +32.08%, [+1.94%] -
9. Stanley Lifestyles Limited(1) 5,370.24 369.00 28-Jun-24 499.00 +55.96%, [+2.91%] +31.29%, [+7.77%] -
10. Le Travenues Technology Limited(1) 7,401.02 93.00 18-Jun-24 135.00 +86.34%, [+4.42%] +67.63%, [+7.23%] -
Source: www.nseindia.com and www.bseindia.com
Source: www.nseindia.com and www.bseindia.com
(1) BSE as Designated Stock Exchange
(2) NSE as Designated Stock Exchange
& Offer Price was ₹ 239.00 per equity share to Eligible Employees
$ Offer Price was ₹ 354.00 per equity share to Eligible Employees
! Offer Price was ₹ 815.00 per equity share to Eligible Employees
# Offer Price was ₹ 69.00 per equity share to Eligible Employees
@ Offer Price was ₹ 615.00 per equity share to Eligible Employees
^ Offer Price was ₹ 918.00 per equity share to Eligible Employees
* Offer Price was ₹ 347.00 per equity share to Eligible Employees
Notes:
1. Issue Size derived from Prospectus/final post issue reports, as available.
2. The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
3. Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
4. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
5. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Axis
Capital Limited:

Financial Total Total amount No. of IPOs trading at discount - No. of IPOs trading at premium No. of IPOs trading at discount - No. of IPOs trading at premium
Year no. of of funds 30th calendar days from listing - 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
IPOs raised (₹ Over Between Less than Over Between Less than Over Between Less than Over Between Less than
million) 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2024-2025* 14 333,642.31 - - 2 5 5 1 - - - 1 - -
401
 Financial Total Total amount No. of IPOs trading at discount - No. of IPOs trading at premium No. of IPOs trading at discount - No. of IPOs trading at premium
Year no. of of funds 30th calendar days from listing - 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
IPOs raised (₹ Over Between Less than Over Between Less than Over Between Less than Over Between Less than
million) 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2023-2024 18 218,638.22 - - 4 2 6 6 - - 3 7 4 4
2022-2023 11 279,285.39 - 1 6 - 2 2 - 2 5 - 3 1
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

II. Morgan Stanley India Company Private Limited

1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Morgan Stanley India
Company Private Limited:

Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) Price Price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
(₹) Listing Date closing benchmark]- closing benchmark]- closing benchmark]-
30th calendar days from 90th calendar days from 180th calendar days
listing listing from listing
1. Hyundai Motor India Limited 278,556.83 1,960.0 October 22, 2024 1,934.0 NA NA NA
0
2. Brainbees Solutions Limited 41,937.28 465.00 August 13, 2024 651.00 + 37.5% [+ 2.3%] NA NA
3. Go Digit General Insurance Limited 26,146.46 272.00 May 23, 2024 286.00 + 22.8% [+ 4.0%] + 30.8% [+ 9.3%] NA
4. Delhivery Limited 52,350.00 487.00 May 24, 2022 495.20 + 3.5% [- 4.9%] +17.0% [+ 9.5%] -28.0% [+12.9%]
Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details.
Notes:
1. Issue Size is as per the prospectus filed with SEBI with the figures rounded off to the nearest decimal point
2. Benchmark index considered is NIFTY50
3. If the 30th/90th/180th day falls on a trading holiday then pricing information on the preceding trading day has been considered
4. Pricing Performance for the company is calculated as per the final offer price
5. Pricing Performance for the benchmark index is calculated as per the close on the day prior to the listing date

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by
Morgan Stanley India Company Private Limited:

Financial Total Total amount No. of IPOs trading at discount - No. of IPOs trading at premium No. of IPOs trading at discount - No. of IPOs trading at premium
Year no. of of funds 30th calendar days from listing - 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
IPOs raised Over Between Less than Over Between Less than Over Between Less than Over Between Less than
(₹ million) 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2024-25* 3* 68,083.74* - - - - 1* 1* - - - - - -
2023-24 - - - - - - - - - - - - - -
2022-23 1 52,350.00 - - - - - 1 - 1 - - - -
Source: www.nseindia.com

Notes:
1. *Total number of IPOs and total amounts of funds raised includes 3 Issues: Hyundai Motor India Limited, Brainbees Solutions Limited and Go Digit General Insurance Limited. Trading performance includes
issues: Brainbees Solutions Limited and Go Digit General Insurance Limited (as Hyundai Motor India Limited has not completed 30 trading days since listing)

402
III. JM Financial Limited

1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by JM Financial Limited:

Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) Price (₹) Price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Listing closing benchmark]- closing benchmark]- closing benchmark]-
Date 30th calendar days 90th calendar days 180th calendar days
from listing from listing from listing
1. Western Carriers (India) Limited* 4,928.80 172.00 September 24, 2024 171.00 -20.69% [-6.03%] Not Applicable Not Applicable
2. Bajaj Housing Finance Limited* 65,600.00 70.00 September 16, 2024 150.00 99.86% [-1.29%] Not Applicable Not Applicable
3. Baazar Style Retail Limited#11 8,346.75 389.00 September 06, 2024 389.00 -1.32% [0.62%] Not Applicable Not Applicable
4. Brainbees Solutions Limited*10 41,937.28 465.00 August 13, 2024 651.00 37.49% [3.23%] Not Applicable Not Applicable
5. Ceigall India Limited*9 12,526.63 401.00 August 08, 2024 419.00 -4.89% [3.05%] -14.01% [0.40%] Not Applicable
6. Stanley Lifestyles Limited# 5370.24 369.00 June 28, 2024 499.00 55.96% [2.91%] 31.29% [7.77%] Not Applicable
7. Le Travenues Technology Limited# 7401.02 93.00 June 18, 2024 135.00 86.34% [4.42%] 67.63% [7.23%] Not Applicable
8. TBO Tek Limited* 15,508.09 920.00 May 15, 2024 1,426.00 69.94% [5.40%] 84.90% [9.67%] Not Applicable
9. Gopal Snacks Limited# 8 6,500.00 401.00 March 14, 2024 350.00 -18.13% [1.57%] -19.35% [4.60%] -18.63% [11.58%]
10. GPT Healthcare Limited# 5,251.40 186.00 February 29, 2024 216.15 -5.13% [1.59%] -20.67% [3.68%] 0.30% [12.69%]
Source: www.nseindia.com and www.bseindia.com
#
BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:
1. Opening price information as disclosed on the website of the Designated Stock Exchange.
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the
respective Issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90 th calendar day has been taken as listing date plus 89 calendar days; 180 th calendar day has been taken a listing date plus 179
calendar days.
6. Restricted to last 10 issues.
7. A discount of Rs. 7 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
8. A discount of Rs. 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
9. A discount of Rs. 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
10. A discount of Rs. 44 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
11. A discount of Rs. 35 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by JM
Financial Limited:

Financial Total Total amount No. of IPOs trading at discount - No. of IPOs trading at premium No. of IPOs trading at discount - No. of IPOs trading at premium
Year no. of of funds 30th calendar days from listing - 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
IPOs raised Over Between Less than Over Between Less than Over Between Less than Over Between Less than
(₹ million) 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2024-2025 8 1,61,618.81 - - 3 4 1 - - - - - - -
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7
2022-2023 11 3,16,770.53 - 1 3 - 5 2 - 2 2 2 3 2

IV. IIFL Capital Services Limited (formerly known as IIFL Securities Limited)

403
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by IIFL Capital Services
Limited (formerly known as IIFL Securities Limited):

Sr. Issue Name Issue Size Issue Listing Date Opening +/- % change in +/- % change in +/- % change in
No. (in Rs. Price Price on closing price*, [+/- % closing price*, [+/- % closing price*, [+/- %
Mn) (Rs.) Listing change in closing change in closing change in closing
Date benchmark]- 30th benchmark]- 90th benchmark]- 180th
calendar days from calendar days from calendar days from
listing listing listing
1. R K Swamy Limited 4,235.60 288.00 March 12, 2024 252.00 -1.30%,[+1.86%] -6.70%,[+4.11%] -17.57%,[+10.20%]
2. Bharti Hexacom Limited 42,750.00 570.00 April 12, 2024 755.20 +58.25%,[-2.13%] +85.03%,[+7.65%] +158.31,[+9.95%]
3. JNK India Limited 6,494.74 415.00 April 30, 2024 621.00 +54.47%,[+0.44%] +81.75%,[+9.87%] +50.58%, [+6.97%]
4. Go Digit General Insurance Limited 26,146.46 272.00 May 23, 2024 286.00 +22.83%,[+2.32%] +30.79%,[+7.54%] N.A.
5. Awfis Space Solutions Limited 5,989.25 383.00(1) May 30, 2024 435.00 +34.36%,[+6.77%] +100.18%,[+11.25%] N.A.
6. Ceigall India Limited 12,526.63 401.00(2) August 8, 2024 419.00 -4.89%,[+3.05%] -14.01%, [0.40%] N.A.
7. Unicommerce eSolutions Limited 2,765.72 108.00 August 13, 2024 235.00 +109.98%,[+3.23%] N.A. N.A.
8. Ecos (India) Mobility & Hospitality 6,012.00 334.00 September 4, 2024 390.00 +42.28%,[+0.20%] N.A. N.A.
Limited
9. Bajaj Housing Finance Limited 65,600.00 70.00 September 16, 2024 150.00 +99.86%,[-1.29%] N.A. N.A.
10. Waaree Energies Limited 43,214.40 1,503.00 October 28, 2024 2,500.00 N.A. N.A. N.A.
Source: www.nseindia.com; www.bseindia.com
Notes:
(1) A discount of Rs. 36 per equity share was offered to eligible employees bidding in the employee reservation portion.
(2) A discount of Rs. 38 per equity share was offered to eligible employees bidding in the employee reservation portion.
Note: Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of
the above calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day
is a holiday, the closing data of the previous trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only
restricted to past 10 initial public offers.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by IIFL
Capital Services Limited (formerly known as IIFL Securities Limited)

Financial Total Total amount No. of IPOs trading at discount - No. of IPOs trading at premium No. of IPOs trading at discount - No. of IPOs trading at premium
Year no. of of funds 30th calendar days from listing - 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
IPOs raised Over Between Less than Over Between Less than Over Between Less than Over Between Less than
(₹ million) 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2022-23 12 1,06,650.92 - - 4 - 4 4 - - 3 1 4 4
2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5
2024-25 9 2,11,499.20 - - 1 4 2 1 - - - 2 - -
Source: www.nseindia.com; www.bseindia.com, as applicable
Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the
respective date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered.
NA means Not Applicable.

404
Track record of past issues handled by the BRLMs

For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing
reference number CIR/MIRSD/1/2012, see the websites of the BRLMs, as provided in the table below.

S. No. Name of the BRLM Website

1. Axis Capital Limited www.axiscapital.co.in
2. Morgan Stanley India Company Private Limited www.morganstanley.com
3. JM Financial Limited www.jmfl.com
4. IIFL Capital Services Limited (formerly known as IIFL www.iiflcap.com
Securities Limited)

Stock Market Data of Equity Shares

This being the initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock exchange
and accordingly, no stock market data is available for the Equity Shares.

Mechanism for Redressal of Investor Grievances

The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at least eight
years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, to enable the
Bidders to approach the Registrar to the Offer for redressal of their grievances.

In terms of SEBI Master Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 and subject to applicable
law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have
the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity
Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay
interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the Bidders shall be compensated
by the SCSBs in accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as
modified by SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 in the events of delayed unblock for
cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of more
amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted applications, for the
stipulated period and such compensation to Bidders shall be computed from T+3 day. In an event there is a delay in redressal
of the investor grievance in relation to unblocking of amounts, the SCSBs and the Book Running Lead Managers shall
compensate the Bidders at the rate higher of ₹100 or 15% per annum of the application amount for the period of such delay.
Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing
fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application
shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully
completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.

All Offer-related grievances, other than for Anchor Investors, may be addressed to the Registrar to the Offer with a copy to
the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full
details such as name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, UPI ID,
PAN, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for,
ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who
make the payment of Bid Amount through the UPI Mechanism) and the name and address of the Designated Intermediary
where the Bid cum Application Form was submitted by the Bidder.

The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing any
clarifications or grievances of ASBA Bidders. Our Company, each of the Selling Shareholders, the BRLMs and the Registrar
to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in
complying with its obligations under the applicable provisions of SEBI ICDR Regulations. Bidders can contact our Company
Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer related
problems such as non-receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective beneficiary
account, non-receipt of refund intimations and non-receipt of funds by electronic mode.

Anchor Investors are required to address all grievances in relation to the Offer to the BRLMs.

Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned herein.

Disposal of investor grievances by our Company

Our Company has obtained authentication on the SCORES in terms of the SEBI circular bearing number
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of investor grievances through
SCORES.

405
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB in case of
ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the
complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to
redress these complaints as expeditiously as possible.

Our Company has not received any investor grievances in the last three Financial Years prior to the filing of this Red Herring
Prospectus. As at the date of this Red Herring Prospectus there are no outstanding investor grievances.

Our Company has also appointed Barun Pandey, Company Secretary of our Company, as the Compliance Officer for the
Offer. For further details, see “General Information” on page 80.

Our Company has constituted a Stakeholders Relationship Committee comprising Anand Daniel, Hardika Shah and Chanakya
Hridaya, as members. For details, see “Our Management – Committees of our Board - Stakeholders Relationship Committee”
on page 224.

Exemption from complying with any provisions of SEBI ICDR Regulations

Our Company has not applied for or received any exemption from the SEBI from complying with any provisions of securities
laws, as on the date of this Red Herring Prospectus.

Other confirmations

No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or
kind or services or otherwise to any person for making an application in the Offer, except for fees or commission for services
rendered in relation to the Offer.

406
 SECTION VII: OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being offered and Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act,
SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms of this Red Herring Prospectus,
the Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/ Allotment Advice and
other terms and conditions as may be incorporated in other documents/ certificates that may be executed in respect of the
Offer. The Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to
the issue of capital, offer for sale and listing and trading of securities, issued from time to time, by SEBI, the GoI, the Stock
Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Offer and to the extent applicable or such
other conditions as may be prescribed by the SEBI, the GoI, the Stock Exchanges, the RoC and/or any other authorities while
granting its approval for the Offer.

The Offer

The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. For details in relation
to the sharing of Offer expenses amongst our Company and the Selling Shareholder, see “Objects of the Offer” on page 120.

Ranking of the Equity Shares

The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend and other corporate benefits, if
any, declared by our Company after the date of Allotment. The Equity Shares transferred in the Offer shall be pari passu with
the existing Equity Shares in all respects including dividends. For further details, see “Description of Equity Shares and
Terms of Articles of Association” on page 438.

Mode of payment of dividend

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act,
the Memorandum and Articles of Association, dividend distribution policy of our Company, and provisions of the SEBI
Listing Regulations and any other guidelines or directions which may be issued by the Government in this regard. Dividends,
if any, declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares from the Offer for
Sale), will be payable to the Bidders who have been Allotted or transferred Equity Shares in the Offer, for the entire year, in
accordance with applicable laws. For further details in relation to dividends, see “Dividend Policy” and “Description of
Equity Shares and Terms of Articles of Association” on pages 238 and 438, respectively.

Face Value, Offer Price and Price Band

The face value of each Equity Share is ₹1 and the Offer Price at the lower end of the Price Band is ₹[●] per Equity Share and
at the higher end of the Price Band is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.

The Price Band, Employee Discount and the minimum Bid Lot for the Offer will be decided by our Company, in consultation
with the BRLMs, and published and advertised in all editions of Financial Express, an English national daily newspaper, all
editions of Jansatta, a Hindi national daily newspaper and the Bengaluru edition of Vishwavani, a Kannada daily newspaper,
Kannada being the regional language of Karnataka, where our Registered and Corporate Office is located, each with wide
circulation, at least two Working Days prior to the Bid/ Offer Opening Date, along with the relevant financial ratios
calculated at the Floor Price and at the Cap Price, and shall be made available to the Stock Exchanges for the purpose of
uploading the same on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price
and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available on the respective websites of the Stock
Exchanges. The Offer Price shall be determined by our Company, in consultation with the Book Running Lead Managers,
after the Bid/Offer Closing Date.

At any given point of time, there shall be only one denomination for the Equity Shares, unless otherwise permitted by law.

Compliance with disclosure and accounting norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity Shareholders shall
have the following rights:

• Right to receive dividends, if declared;

• Right to attend general meetings and exercise voting rights, unless prohibited by law;

• Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act;
407
• Right to receive offers for rights shares and be allotted bonus shares, if announced;

• Right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied;

• Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and
regulations; and

• Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the
SEBI Listing Regulations and the Articles of Association of our Company.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and
Terms of Articles of Association” on page 438.

Allotment only in dematerialised form

Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in
dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised
form on the Stock Exchanges. In this context, our Company has entered into the following agreements with the respective
Depositories and Registrar to the Offer:

• Tripartite agreement dated March 27, 2024 amongst our Company, NSDL and Registrar to the Offer; and

• Tripartite agreement effective as of March 4, 2024 amongst our Company, CDSL and Registrar to the Offer.

For details in relation to the Basis of Allotment, see “Offer Procedure” on page 417.

Employee Discount

Employee discount, if any, may be offered to Eligible Employees bidding in the Employee Reservation Portion respectively.
Eligible Employees bidding in the Employee Reservation Portion respectively at a price within the Price Band can make
payment at Bid Amount, that is, Bid Amount net of employee discount, if any, as applicable at the time of making a Bid.
Eligible Employees bidding in the Employee Reservation Portion respectively at the Cut-Off Price have to ensure payment at
the Cap Price, less employee discount, if any, as applicable, at the time of making a Bid.

Market Lot and Trading Lot

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will
be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares. For further
details, see “Offer Procedure” on page 417.

Joint Holders

Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the Equity
Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.

Jurisdiction

Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Bengaluru, Karnataka, India.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
other applicable law of the United States and, unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (i) within
the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A
under the U.S. Securities Act and referred to in this Red Herring Prospectus as “U.S. QIBs”, for the avoidance of
doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian
regulations and referred to in this Red Herring Prospectus as “QIBs”) in private transactions exempt from the
registration requirements of the U.S. Securities Act, and (ii) outside the United States in offshore transactions as
defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

408
Nomination facility to Bidders

In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules,
2014, as amended, the Sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in
whom, in the event of the death of Sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the
Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is modified or cancelled
in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original
holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder
of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed
manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination
shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination may be
cancelled or modified by nominating any other person in place of the present nominee, by the holder of the Equity Shares
who made the nomination, by giving a notice of such cancellation or variation to our Company. A buyer will be entitled to
make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on
request at our Registered and Corporate Office or to the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the
production of such evidence as may be required by the Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of
the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to make a
separate nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would
prevail. If the Bidder wants to change the nomination, they are requested to inform their respective Depository Participant.

Bid/ Offer programme

BID/OFFER OPENS ON November 13, 2024(1)

BID/OFFER CLOSES ON November 18, 2024(2)
(1)
Our Company may, in consultation with the BRLMs consider participation by Anchor Investors. The Anchor Investor Bid/Offer Period shall be one
Working Day prior to the Bid/ Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2)
UPI mandate end time and date shall be at 5.00 pm on Bid/ Offer Closing Date, i.e. November 18, 2024.

An indicative timetable in respect of the Offer is set out below:

Event Indicative Date

Finalisation of Basis of Allotment with the Designated Stock Exchange On or about November 19, 2024
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about November 20, 2024
Credit of Equity Shares to dematerialized accounts of Allottees On or about November 20, 2024
Commencement of trading of the Equity Shares on the Stock Exchanges On or about November 21, 2024
* In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for cancelled /
withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever
is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on
which the amounts are unblocked; (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism),
the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original
application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking
of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in
amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of
non-allotted/ partially allotted Bids, exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate
of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/
Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking. The post Offer BRLMs shall be liable for compensating the Bidder at a
uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date
on which the blocked amounts are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, as partially modified by SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed
agreement of our Company with the SCSBs, to the extent applicable, issued by SEBI, and any other applicable law in case of delays in resolving
investor grievances in relation to blocking/unblocking of funds. RIBs and Eligible Employees Bidding under Employee Reservation Portion for up to
₹0.50 million and individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹0.20 million and up to ₹0.50 million, using
the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain
brokers.

409
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, any of the Selling Shareholders or the BRLMs.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from
the Bid/Offer Closing Date or such other time as prescribed by SEBI, the timetable may be extended due to various
factors, such as extension of the Bid/ Offer Period by our Company, in consultation with the BRLMs, revision of the
Price Band by our Company in consultation with the BRLMs, or any delay in receiving the final listing and trading
approval from the Stock Exchanges. The commencement of trading of the Equity Shares will be entirely at the
discretion of the Stock Exchanges and in accordance with the applicable laws. Each Selling Shareholder, confirms that
it shall, severally and not jointly, extend such reasonable support and co-operation as may be required under
Applicable Law or reasonably requested by our Company and/or the BRLMs, in relation to it and its respective
portion of the Offered Shares, to facilitate the process of listing and commencement of trading of the Equity Shares on
the Stock Exchanges within such time prescribed by SEBI.

The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a
daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing Date
by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of
the Working Day and submit the confirmation to the BRLMs and the Registrar to the Offer on a daily basis in
accordance with the SEBI RTA Master Circular.

In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with
timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within such period as may
be prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the
delay and the reasons associated with it.

Submission of Bids (other than Bids from Anchor Investors):

Bid/ Offer Period (except the Bid/ Offer Closing Date)

Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/ Offer Closing Date*
Submission of electronic applications (Online ASBA through 3-in-1 accounts) - Only between 10.00 a.m. and up to 5.00 p.m. IST
For Retail Individual Bidders and Eligible Employees
Submission of electronic applications (Bank ASBA through Online channels like Only between 10.00 a.m. and up to 4.00 p.m. IST
internet banking, mobile banking and Syndicate UPI ASBA applications where
Bid Amount is up to ₹0.50 million)
Submission of electronic applications (Syndicate non-retail, non-individual Only between 10.00 a.m. and up to 3.00 p.m. IST
applications)
Submission of physical applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of physical applications (Syndicate non-retail, non-individual Only between 10.00 a.m. and up to 12.00 p.m. IST
applications where Bid Amount is more than ₹0.50 million
Modification/ revision/cancellation of Bids
Upward revision of Bids by QIBs and Non-Institutional Bidders categories# Only between 10.00 a.m. and up to 4.00 p.m. IST on
Bid/ Offer Closing Date
* UPI mandate end time and date shall be at 5.00 pm on Bid/Offer Closing Date, i.e. November 18, 2024.
# QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.

On the Bid/ Offer Closing Date, the Bids shall be uploaded until:

(i) 4.00 p.m. IST in case of Bids by QIBs and NIBs, and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIB and Eligible
Employees Bidding in the Employee Reservation Portion.

On Bid/ Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by RIBs
and Eligible Employees under the Employee Reservation Portion after taking into account the total number of Bids received
and as reported by the BRLMs to the Stock Exchanges.

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be,
would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/ Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders are
cautioned that, in the event a large number of Bids are received on the Bid/ Offer Closing Date, some Bids may not get
uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the
Offer. Bids and any revision in Bids will be accepted only during Working Days during the Bid/ Offer Period. Bidders may
please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101-6 dated July 6, 2006
issued by BSE and NSE, respectively, Bids and any revision in Bids shall not be accepted on Saturdays and public holidays as
410
declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the
electronic system to be provided by the Stock Exchanges. None among our Company, the Selling Shareholders or any
member of the Syndicate is liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or
otherwise; and (ii) the blocking of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Banks on
account of any errors, omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or
breakdown in, or otherwise, in the UPI Mechanism. The Designated Intermediaries shall modify select fields uploaded in the
Stock Exchange Platform during the Bid/ Offer Period till 5:00 pm on the Bid/ Offer Closing Date after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing.

Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Offer Period in
accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the
Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. In all
circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price. The
Floor Price shall not be less than the face value of the Equity Shares

In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working
Days after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure,
banking strike or similar unforeseen circumstances, our Company, in consultation with the BRLMs, for reasons to be
recorded in writing, extend the Bid/Offer Period for a minimum of one Working Days, subject to the Bid/ Offer Period
not exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/Offer Period, if applicable, shall be
widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the
change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to
the Designated Intermediaries and the Sponsor Banks, as applicable. In case of revision of Price Band, the Bid Lot
shall remain the same.

In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the
purpose of Allotment.

Minimum Subscription

Under-subscription, if any in the Offer, in any category would be allowed to be met with spill-over from any other category or
combination of categories in consultation with the Designated Stock Exchange, in accordance with the SEBI ICDR
Regulations. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh
Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid
Bids will be made in the following order:

(i) in the first instance towards subscription for 90% of the Fresh Issue.

(ii) if there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made in the
following order: (a) first towards the sale of the Offered Shares by the Investor Selling Shareholders, on a pro rata
basis among the Investor Selling Shareholders, and (b) once the Equity Shares have been allotted per the Offer
Agreement, the remaining Offered Shares offered by the Promoter Selling Shareholders and the Other Selling
Shareholders, on a pro rata basis amongst the Promoter Selling Shareholders and the Other Selling Shareholders.

(iii) Only after the sale of all of the Offered Shares as above, towards the balance Fresh Issue.

Further our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall
not be less than 1,000 in compliance with Regulation 49(1) of the SEBI ICDR Regulations, failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking
the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on
the application money in accordance with applicable laws.

Arrangements for disposal of odd lots

There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and
market lot for our Equity Shares will be one Equity Share.

New Financial Instruments

Our Company is not issuing any new financial instruments through this Offer.

Withdrawal of the Offer

The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled. Our Company, in consultation with the Book Running Lead Managers, reserve
the right not to proceed with the Offer and for the Selling Shareholders, the Offer for Sale, in whole or in part thereof, to the
extent of its respective portion of the Offered Shares, after the Bid/ Offer Opening Date but before Allotment. In such an
411
event, our Company would issue a public notice in the newspapers in which the pre-Offer advertisements were published,
within two days of the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not
proceeding with the Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed.
The Book Running Lead Managers, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks, to
unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification and
also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be. The notice of withdrawal
will be issued in the same newspapers where the pre-Offer advertisements have appeared, and the Stock Exchanges will also
be informed promptly. If our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers
withdraw the Offer after the Bid/ Offer Closing Date and thereafter determine that our Company will proceed with a public
issue of the Equity Shares, our Company shall file a fresh draft red herring prospectus with SEBI. Notwithstanding the
foregoing, the Offer is also subject to (i) the filing of the Prospectus with the RoC; and (ii) obtaining the final listing and
trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment.

Restrictions, if any on transfer and transmission of Equity Shares

Except for the lock-in of the pre-Offer Equity Share capital of our Company and the Anchor Investor lock-in as provided in
“Capital Structure” on page 88, and except as provided in our Articles of Association as detailed in “Description of Equity
Shares and Terms of Articles of Association” on page 438 there are no restrictions on transfer and transmission of the Equity
Shares. Further, there are no restrictions on transmission of any shares of our Company and on their consolidation or splitting,
except as provided in the Articles of Association. For details, see “Description of Equity Shares and Terms of Articles of
Association” on page 438.

New financial instruments

Our Company is not issuing any new financial instruments through this Offer.

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 OFFER STRUCTURE

Offer of up to [●] Equity Shares of face value of ₹1 each for cash at a price of ₹[●] per Equity Share (including a share
premium of ₹[●] per Equity Share) aggregating up to ₹[●] million comprising of a Fresh Issue of up to [●] Equity Shares of
face value of ₹1 each aggregating up to ₹5,500.00 million by our Company and an Offer for Sale of an aggregate of up to
20,685,800 Equity Shares of face value of ₹1 each aggregating up to ₹[●] million by the Selling Shareholders. For details,
see “The Offer” on page 68.

The Offer includes a reservation of up to 26,000 Equity Shares of face value of ₹1 each, aggregating up to ₹[●] million, for
subscription by Eligible Employees. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity
Share capital. The Offer less the Employee Reservation Portion is the Net Offer.

The Offer and Net Offer shall constitute [●]% and [●]% of the post-Offer paid-up Equity Share capital of our Company,
respectively.

The Offer is being made through the Book Building Process.

Particulars Eligible Employees# QIBs(1) NIBs RIBs

Number of Equity Up to [●] Equity Shares of Not less than [●] Equity Not more than [●] Equity Not more than [●]
Shares of face value of face value of ₹1 each## Shares of face value of ₹1 Shares of face value of ₹1 Equity Shares of face
₹1 each available for each each available for allocation value of ₹1 each
Allotment or or Net Offer less allocation to available for allocation
allocation*(2) QIB Bidders and RIBs or Net Offer less
allocation to QIB
Bidders and NIBs

Percentage of Offer size The Employee Not less than 75% of the Not more than 15% of the Not more than 10% of
available for Allotment Reservation Portion shall Net Offer shall be Net Offer, or the Offer less the Net Offer or the
or allocation constitute up to [●]% of available for allocation to allocation to QIB Bidders and Offer less allocation to
the post-Offer paid-up QIBs. However, 5% of the RIBs shall be available for QIB Bidders and NIBs
Equity Share capital of our QIB Portion (excluding allocation, subject to the shall be available for
Company the Anchor Investor following: allocation
Portion) shall be available
for allocation (i) one-third of the portion
proportionately to Mutual available to NIBs shall
Funds only. Mutual Funds be reserved for
participating in the Mutual applicants with an
Fund Portion will also be application size of more
eligible for allocation in than ₹0.20 million and
the remaining balance QIB up to ₹1.00 million; and
Portion (excluding the
Anchor Investor Portion). (ii) two-third of the portion
The unsubscribed portion available to NIBs shall
in the Mutual Fund be reserved for
Portion will be available applicants with
for allocation to other application size of more
QIBs than ₹1.00 million

provided that the

unsubscribed portion in either
of the subcategories specified
above may be allocated to
applicants in the other sub-
category of Non- Institutional
Bidders.

Basis of Allotment if Proportionate#; unless the Proportionate as follows The Equity Shares available Allotment to each RIB
respective category is Employee Reservation (excluding the Anchor for allocation to NIBs under shall not be less than the
oversubscribed* Portion is Investor Portion): the Non- Institutional Portion, minimum Bid Lot,
undersubscribed, the value shall be subject to the subject to availability of
of allocation to an Eligible a) Up to [●] Equity following: Equity Shares in the
Employee shall not exceed Shares of face value Retail Portion and the
₹0.20 million (net of the of ₹1 each shall be a) one third of the portion remaining available
Employee Discount). In available for available to NIBs being Equity Shares if any,
the event of allocation on a [●] Equity Shares of shall be allotted on a
undersubscription in the proportionate basis to face value of ₹1 each are proportionate basis. For
Employee Reservation Mutual Funds only; reserved for Bidders details, see “Offer
Portion, the unsubscribed and Biddings more than Procedure” on page
portion may be allocated, ₹0.20 million and up to 417.
on a proportionate basis, b) [●] Equity Shares of ₹1.00 million; and
to Eligible Employees for face value of ₹1 each
413
 Particulars Eligible Employees# QIBs(1) NIBs RIBs

a value exceeding ₹0.20 shall be available for b) two third of the portion
million, subject to total allocation on a available to NIBs being
Allotment to an Eligible proportionate basis to [●] Equity Shares of
Employee not exceeding all other QIBs, face value of ₹1 each are
₹0.50 million including Mutual reserved for Bidders
Funds receiving Bidding more than ₹1.00
allocation as per (a) million.
above
Provided that the
Up to 60% of the QIB unsubscribed portion in either
Category (of up to [●] of the categories specified in
Equity Shares of face (a) or (b) above, may be
value of ₹1 each) may be allocated to Bidders in the
allocated on a other category.
discretionary basis to
Anchor Investors of which The allotment to each Non-
one-third shall be Institutional Bidder shall not
available for allocation to be less than the minimum
domestic Mutual Funds application size, subject to the
only, subject to valid Bids availability of Equity Shares
being received from in the Non-Institutional
Mutual Funds at or above Portion, and the remaining
the Anchor Investor Equity Shares, if any, shall be
Allocation Price allotted on a proportionate
basis in accordance with the
conditions specified in this
regard in Schedule XIII of the
SEBI ICDR Regulations. For
details, see “Offer
Procedure” on page 417.

Mode of Bid^ Through ASBA Process only (excluding UPI Mechanism) except in case of Anchor Investors (3). In case of UPI
Bidders, ASBA process will include the UPI Mechanism.

Minimum Bid [●] Equity Shares of face Such number of Equity Such number of Equity [●] Equity Shares of
value of ₹1 each Shares that the Bid Shares that the Bid Amount face value of ₹1 each
Amount exceeds ₹0.20 exceeds ₹0.20 million and in and in multiples of [●]
million and in multiples of multiples of [●] Equity Equity Shares of face
[●] Equity Shares of face Shares of face value of ₹1 value of ₹1 each
value of ₹1 each thereafter each thereafter thereafter

Maximum Bid Such number of Equity Such number of Equity Such number of Equity Such number of Equity
Shares of face value of ₹1 Shares of face value of ₹1 Shares of face value of ₹1 Shares of face value of
each in multiples of [●] each and in multiple of [●] each and in multiples of [●] ₹1 each and in multiples
Equity Shares of face Equity Shares of face Equity Shares of face value of of [●] Equity Shares of
value of ₹1 each, so that value of ₹1 each not ₹1 each not exceeding the face value of ₹1 each so
the maximum Bid Amount exceeding the size of the size of the Net Offer that the Bid Amount
by each Eligible Employee Net Offer (excluding the (excluding QIB portion), does not exceed ₹0.20
in Eligible Employee Anchor Investor Portion), subject to applicable limits million
Portion does not exceed subject to applicable limits
₹0.50 million less
Employee Discount, if any

Mode of Allotment Compulsorily in dematerialised form

Bid Lot [●] Equity Shares of face value of ₹1 each and in multiples of [●] Equity Shares of face value of ₹1 each
thereafter

Allotment Lot A minimum of [●] Equity Shares of face value of ₹1 each and in multiples of one Equity Share thereafter.

Trading Lot One Equity Share

Who can apply(4) Eligible Employees Public financial Resident Indian individuals, Resident Indian
institutions as specified in Eligible NRIs, HUFs (in the individuals, Eligible
Section 2(72) of the name of the karta), NRIs and HUFs (in the
Companies Act, scheduled companies, corporate bodies, name of karta)
commercial banks, Mutual scientific institutions,
Funds, FPIs (other than societies and trusts, and FPIs
individuals, corporate who are individuals,
bodies and family offices), corporate bodies and family
VCFs, AIFs, FVCIs, offices and registered with

414
 Particulars Eligible Employees# QIBs(1) NIBs RIBs

multilateral and bilateral SEBI

development financial
institutions, state industrial
development corporation,
insurance companies
registered with IRDAI,
provident funds (subject to
applicable law) with
minimum corpus of ₹250
million, pension funds
with minimum corpus of
₹250 million registered
with the Pension Fund
Regulatory and
Development Authority
established under section
3(1) of the Pension Fund
Regulatory and
Development Authority
Act, 2013, National
Investment Fund set up by
the GoI through resolution
F. No.2/3/2005-DD-II
dated November 23, 2005,
the insurance funds set up
and managed by army,
navy or air force of the
Union of India, insurance
funds set up and managed
by the Department of
Posts, India and
Systemically Important
NBFCs.

Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of
submission of their Bids(5)

In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA
Bidder, or by the Sponsor Banks through the UPI Mechanism (other than Anchor Investors), that is specified in
the ASBA Form at the time of submission of the ASBA Form

* Assuming full subscription in the Offer

#
Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹0.50 million. However, a Bid by an Eligible
Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to ₹0.20 million. In the
event of under-subscription in the Employee Reservation Portion the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million, subject to the maximum value of Allotment made to such Eligible
Employee not exceeding ₹0.50 million (net of the Employee Discount). Further, an Eligible Employee Bidding in the Employee Reservation Portion
can also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The undersubscribed portion, if any, in the
Employee Reservation Portion shall be added back to the Net Offer. In case of under-subscription in the Net Offer, spill-over to the extent of such
under-subscription shall be permitted from the Employee Reservation Portion.
##
Our Company, in consultation with the BRLMs, may offer a discount of up to [●]% to the Offer Price (equivalent of ₹ [●] per Equity Share) to
Eligible Employees Bidding in the Employee Reservation Portion, subject to necessary approvals as may be required, and which shall be announced
at least two Working Days prior to the Bid / Offer Opening Date.
(1) Our Company, in consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor
Investor Offer Price, on a discretionary basis, subject to there being (i) a maximum of [●] Anchor Investors, where allocation in the Anchor Investor
Portion is up to ₹[●] million, (ii) minimum of [●] and maximum of [●] Anchor Investors, where the allocation under the Anchor Investor Portion is
more than ₹[●] million but up to ₹[●]million under the Anchor Investor Portion, subject to a minimum Allotment of ₹[●] million per Anchor Investor,
and (iii) in case of allocation above ₹[●]million under the Anchor Investor Portion, a minimum of [●] such investors and a maximum of [●] Anchor
Investors for allocation up to ₹[●]million, and an additional [●] Anchor Investors for every additional ₹[●]million or part thereof will be permitted,
subject to minimum allotment of ₹[●] million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that
the Bid Amount is at least ₹[●] million. [●] of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being
received at or above the price at which allocation is made to Anchor Investors.
(2) Subject to valid Bids being received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR and Regulation 6(2) of the SEBI
ICDR Regulations, wherein not less than 75% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided that our
Company in consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in the
Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion shall be available for allocation on
a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer
Price. Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more
than 10% of the Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at
or above the Offer Price.
(3) Anchor Investors are not permitted to use the ASBA process. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022, has mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank

415
 accounts. Accordingly, Stock Exchanges shall, for all categories of investors viz. Retail, QIB, NIB and other reserved categories and also for all modes
through which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory
confirmation on the application monies blocked.
(4) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names
and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form should contain only the
name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such
First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders.
Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
(5) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any
difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as
indicated in the CAN.

Bidders will be required to confirm and will be deemed to have represented to our Company, each of the Selling
Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible
under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

Eligible Employees Bidding in the Employee Reservation Portion at a price within the Price Band can make payment based
on Bid Amount, at the time of making a Bid. Eligible Employees Bidding in the Employee Reservation Portion at the Cut-Off
Price have to ensure payment at the Cap Price, at the time of making a Bid.

Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 425 and having same PAN
may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such
successful Bidders (with same PAN) may be proportionately distributed.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB
Portion, would be allowed to be met with spill over proportionately from any other category or combination of categories at
the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable
laws. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other
categories or a combination of categories. For further details, see “Terms of the Offer” on page 405.

In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working
Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10 Working Days. Any
revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification
to the Stock Exchanges by issuing a public announcement and also by indicating the change on the websites of the
BRLMs and at the terminals of the members of the Syndicate.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum
Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as
the final data for the purpose of Allotment.

416
 OFFER PROCEDURE

All Bidders should read the General Information Document which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the
SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General
Information Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant
provisions of the General Information Document which are applicable to the Offer, including in relation to the process for
Bids by UPI Bidders through the UPI Mechanism. The Bidders should note that the details and process provided in the
General Information Document should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of
Bidders eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv)
payment instructions for ASBA Bidders/Applicants; (v) issuance of CAN and Allotment in the Offer; (vi) general instructions
(limited to instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be
rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious
applications; (x) mode of making refunds; (xi) Designated Date; (xii) disposal of applications; and (xiii) interest in case of
delay in allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, had introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the
UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing process and
existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI Bidders
through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such
Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids
with existing timeline of T+6 days was mandated for a period of three months or launch of five main board public issues,
whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020 had extended the timeline for implementation of UPI Phase II until further notice. The final reduced
timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the
implementation of UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a
mandatory basis for all issues opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes
and procedures under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI from time to
time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, had introduced certain additional measures for streamlining the
process of initial public offers and redressing investor grievances. Subsequently, SEBI vide the SEBI RTA Master Circular,
consolidated and rescinded the aforementioned circulars to the extent relevant for RTAs. Furthermore, pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings
whose application sizes are up to ₹0.50 million shall use the UPI Mechanism. Pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and SEBI master circular with circular no.
SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023 applications made using the ASBA facility in initial public
offerings shall be processed only after application monies are blocked in the bank accounts of Bidders (all categories). These
circulars are effective for initial public offers opening on/or after May 1, 2021, and the provisions of these circulars, as
amended, are deemed to form part of this Red Herring Prospectus.

In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI
RTA Master Circular, shall continue to form part of the agreements being signed between the intermediaries involved in the
public issuance process and BRLMs shall continue to coordinate with intermediaries involved in the said process.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance
with applicable law. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. Further, investors shall be entitled to compensation in the
manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended, in
case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Bidders are advised to make their
independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the
investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in
this Red Herring Prospectus, this Red Herring Prospectus and the Prospectus.

Our Company, each of the Selling Shareholders and the BRLMs do not accept any responsibility for the completeness and
accuracy of the information stated in this section and the General Information Document and are not liable for any
amendment, modification or change in the applicable law which may occur after the date of this Red Herring Prospectus.
417
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them
under applicable law or as specified in this Red Herring Prospectus and the Prospectus, when filed.

Further, our Company, each of the Selling Shareholders and the Members of the Syndicate are not liable for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in the Offer.

Book Building Procedure

The Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations,
through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less than
75% of the Net Offer shall be allocated on a proportionate basis to QIBs, provided that our Company in consultation with the
BRLMs, shall allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or
non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5%
of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the
remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, in accordance
with Regulation 40(3) of the SEBI ICDR Regulations, the QIB Portion will not be underwritten by the Underwriters pursuant
to the Underwriting Agreement. Further, not more than 15% of the Net Offer shall be available for allocation on a
proportionate basis to NIBs of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with
an application size of more than ₹0.20 million up to ₹1.00 million and two-thirds of the Non-Institutional Portion will be
available for allocation to Bidders with an application size of more than ₹1.00 million and undersubscription in either of these
two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional
Portion. Further, not more than 10% of the Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price. Further, up to [●] Equity Shares of face value of
₹1 each, aggregating up to ₹[●] million shall be made available for allocation on a proportionate basis only to Eligible
Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price, if
any.

Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
proportionately from any other category or combination of categories of Bidders at the discretion of our Company, in
consultation with the BRLMs and the Designated Stock Exchange subject to receipt of valid Bids received at or above the
Offer Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other
category or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment
of the Stock Exchanges.

Further, in the event of an under-subscription in the Employee Reservation Portion, such unsubscribed portion may be
Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of
₹0.20 million, subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million. The unsubscribed portion,
if any, in the Employee Reservation Portion shall be added to the Net Offer.

Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the CBDT dated
February 13, 2020 read with press releases dated June 25, 2021, September 17, 2021, read with press release dated September
17, 2021 and March 30, 2022, read with press release dated March 28, 2023.

Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID, PAN and UPI ID, as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the
option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialised
subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.

As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock
Exchanges.

Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares. Pursuant
to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through
Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working
Days to three Working Days. Considering the time required for making necessary changes to the systems and to ensure
complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in
three phases in the following manner:

418
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30, 2019. Under this
phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for
the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or
floating of five main board public issues, whichever is later. SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133
dated November 8, 2019 had decided to extend the timeline for implementation of UPI Phase II until March 31, 2020.
Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the
timeline for implementation of UPI Phase II until further notice. Under this phase, submission of the ASBA Form by RIBs
through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by
the UPI Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during
this phase.

Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and on
a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time duration from
public issue closure to listing has been reduced to three Working Days.

Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and as modified by SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“UPI Streamlining Circular”), SEBI has set out specific
requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The
requirements of the UPI Streamlining Circular include, appointment of a nodal officer by the SCSB and submission of their
details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the
requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the
bank accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the date on which the Basis of
Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under
the relevant securities law. Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs.

The Offer will be made under UPI Phase III of the UPI Circulars.

All SCSBs offering facility of making application in public issues shall also provide facility to make application using the
UPI Mechanism. Our Company will be required to appoint certain of the SCSBs as the Sponsor Banks to act as a conduit
between the Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the UPI
Bidders using the UPI Mechanism.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available
with the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate Office. Electronic copies of the
Bid cum Application Forms will also be available for download on the websites of NSE (www.nseindia.com) and BSE
(www.bseindia.com) at least one day prior to the Bid/ Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process, which
shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Offer
through the ASBA process.

UPI Bidders Bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum
Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected.

ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA
Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA Forms that do not
contain such details are liable to be rejected. Applications made using third party bank account or using third party linked
bank account UPI ID are liable for rejection. UPI Bidders using the UPI Mechanism may also apply through the mobile
applications using the UPI handles as provided on the website of the SEBI.

419
Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner
below:

(i) RIBs (other than the UPI Bidders using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or
online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers.

(ii) UPI Bidders using the UPI Mechanism may submit their ASBA Forms with the Syndicate, Sub-Syndicate Members,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3
in 1 type accounts), provided by certain brokers.

(iii) QIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate,
Sub-Syndicate Members, Registered Brokers, RTAs or CDPs.

The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked
through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is
blocked in the ASBA account of the Bidder pursuant to SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated
May 30, 2022.

ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary,
submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including
details of their UPI IDs, with the Syndicate, Sub-Syndicate Members, Registered Brokers, RTAs or CDPs. RIBs authorising
an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs (except UPI
Bidders using the UPI Mechanism). ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such
that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Banks, as applicable at the time
of submitting the Bid pursuant to SEBI circular bearing number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

Anchor Investors are not permitted to participate in the Offer through the ASBA process. For Anchor Investors, the Anchor
Investor Application Form will be available with the BRLMs.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum

Application Form*
Resident Indians, including resident QIBs, NIBs, RIBs and Eligible NRIs applying on a non-repatriation White
basis(1)
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions applying on a repatriation Blue
basis(1)
Anchor Investors(2) White
Eligible Employees Bidding in the Employee Reservation Portion Pink
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the website of NSE (www.nseindia.com) and
BSE (www.bseindia.com)
(2) Bid cum Application Forms for Anchor Investors shall be available at the office of the BRLMs
(3) Bid cum Application Forms for Eligible Employees shall be available at the Registered Office of the Company

In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding
system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding
system only with a mandatory confirmation on application monies blocked. For UPI Bidders using UPI Mechanism, the Stock
Exchanges shall share the Bid details (including UPI ID) with the Sponsor Banks on a continuous basis to enable the Sponsor
Banks to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Bidders using
UPI Mechanism) Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective
SCSB where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection
Bank. Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID / Client ID and PAN, on a
real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-
submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID / Client
ID or PAN ID, bank code and location code in the Bid details already uploaded.

For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Banks on a continuous basis through API integration to enable the Sponsor Banks to initiate UPI Mandate Request to
UPI Bidders for blocking of funds. The Sponsor Banks shall initiate request for blocking of funds through NPCI to UPI
Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated
with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges
bidding platform, and the liability to compensate the UPI Bidders (Bidding through UPI Mechanism) in case of failed
transactions shall be with the concerned entity (i.e., the Sponsor Banks, NPCI or the issuer bank) at whose end the lifecycle of
the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the
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Sponsor Banks and the issuer bank. The Sponsor Banks and the Bankers to the Offer shall provide the audit trail to the Book
Running Lead Managers for analysing the same and fixing liability.

For ensuring timely information to Bidders, SCSBs shall send SMS alerts for mandate block and unblock including details
specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. In accordance with BSE Circular No: 20220803-40 and NSE
Circular No: 25/2022, each dated August 3, 2022, for all pending UPI Mandate Requests, the Sponsor Banks shall initiate
requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the
Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should accept
UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off
Time shall lapse. Further, modification/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Offer Period
until the Cut-Off Time.

The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer Opening Date
until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and
UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on
the Offer Bidding process.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation in accordance the SEBI RTA Master Circular in a format as
prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be made in compliance with
circulars prescribed by SEBI and applicable law.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
state securities laws in the United States and, unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Our Company has not registered and does not intend to register
under the U.S. Investment Company Act in reliance upon section 3(c)(7) of the U.S. Investment Company Act and
investors will not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are
only being offered and sold (i) to persons within the United States or to or for the account or benefit of, U.S. Persons
(as defined in Regulation S under the U.S. Securities Act), who are both (a) U.S. QIBs in one or more transactions
exempt from the registration requirements of the U.S. Securities Act; and (b) QPs in reliance upon section 3(c)(7) of
the U.S. Investment Company Act, and (ii) outside the United States, to investors that are not U.S. Persons nor persons
acquiring for the account or benefit of U.S. Persons in “offshore transactions” in reliance on Regulation S under the
U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on or after
September 1, 2022:

a. Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and
existing process of UPI bid entry by syndicate members, registrars to the offer and depository participants shall
continue till further notice.

b. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day
for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be
discontinued.

c. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 5:00
pm on the initial public offer closure day.

Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest status as RC
100 – Block Request Accepted by Investor/ Client.

Electronic registration of Bids

a. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a
regular basis before the closure of the Offer, subject to applicable laws.

b. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as may be
permitted by the Stock Exchanges and as disclosed in this Red Herring Prospectus.

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c. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The
Designated Intermediaries are given until 5:00 pm for Retail Individual Bidders and Eligible Employees and 4:00 pm
for Non-Institutional Bidders and QIBs, on the Bid/Offer Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid/Offer Period after which the Stock Exchange(s) send the bid information to the
Registrar to the Offer for further processing.

d. QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.

Participation by the Promoters, Promote Group, the BRLMs, associates and affiliates of the BRLMs and the
Syndicate Member and the persons related to the Promoters, Promoter Group, BRLMs and the Syndicate Member

The BRLMs and the Syndicate Member shall not be allowed to purchase the Equity Shares in any manner, except towards
fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate
Member may purchase Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional Category as may be
applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own
account or on behalf of their clients. All categories of Bidders, including respective associates or affiliates of the BRLMs and
Syndicate Member, shall be treated equally for the purpose of allocation to be made on a proportionate basis.

Neither (i) the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates of
the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the entities
which are associate of the BRLMs or FPIs other than individuals, corporate bodies and family offices which are associates of
the BRLMs) or pension fund sponsored by entities which are associate of the BRLMs nor; (ii) any person related to the
Promoters or Promoter Group shall apply in the Offer under the Anchor Investor Portion.

For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related to the
Promoters or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into with the
Promoters or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.

Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them,
directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common
director, excluding a nominee director, amongst the Anchor Investor and the BRLMs. Further, persons related to our
Promoters and Promoter Group shall not apply in the Offer under the Anchor Investor Portion.

Except to the extent of participation in the Offer for Sale by the Promoters, and members of the Promoter Group will not
participate in the Offer.

Bids by Eligible Employees

The Bid must be for a minimum of [●] Equity Shares of face value of ₹1 each and in multiples of [●] Equity Shares of face
value of ₹1 each thereafter so as to ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹0.50
million (net the Employee Discount).

However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million.
Allotment in the Employee Reservation Portion will be as detailed in the section “Offer Structure” on page 413.

However, Allotments to Eligible Employees in excess of ₹0.20 million shall be considered on a proportionate basis, in the
event of under-subscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible Employee not
exceeding ₹0.50 million. Subsequent under-subscription, if any, in the Employee Reservation Portion shall be added back to
the Net Offer.

Eligible Employees Bidding in the Employee Reservation Portion may Bid at the Cut-off Price.

Bids under the Employee Reservation Portion by Eligible Employees shall be:

(i) Made only in the prescribed Bid cum Application Form or Revision Form (i.e. pink colour form).

(ii) Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules, regulations and
guidelines) would be eligible to apply in this Offer under the Employee Reservation Portion.

(iii) In case of joint bids, the Sole Bidder or the First Bidder shall be the Eligible Employee.

(iv) Bids by Eligible Employees may be made at Cut-off Price.

(v) Only those Bids, which are received at or above the Offer Price (net the Employee Discount) would be considered
for allocation under this portion.

(vi) The Bids must be for a minimum of [●] Equity Shares of face value of ₹1 each and in multiples of [●] Equity Shares

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 of face value of ₹1 each thereafter so as to ensure that the Bid Amount payable by the Eligible Employee subject to a
maximum Bid Amount of ₹0.50 million (net the Employee Discount).

(vii) Eligible Employees bidding in the Employee Reservation Portion can Bid through the UPI mechanism

(viii) If the aggregate demand in this portion is less than or equal to [●] Equity Shares of face value of ₹1 each at or above
the Offer Price, full allocation shall be made to the Eligible Employees to the extent of their demand.

(ix) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be treated as
multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or
all categories.

(x) Eligible Employees should mention their employee number at the relevant place in the Bid cum Application Form or
Revision Form

In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for
allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million, subject to the
maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million.

If the aggregate demand in this portion is greater than [●] Equity Shares of face value of ₹1 each at or above the Offer Price,
the allocation shall be made on a proportionate basis. For the method of proportionate basis of Allotment, see “Offer
Procedure” on page 417.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the
Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to reject any Bid
without assigning any reason thereof, subject to applicable law.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of any single
company provided that the limit of 10% shall not be applicable for investments in case of index funds or exchange traded
fund or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied
by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders
bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB (if they are Bidding
directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism)
to block their Non- Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and
eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSB (if
they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI
Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission
of the Bid cum Application Form.

NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further,
subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the
UPI facility is enabled for their NRE/ NRO accounts. NRIs applying in the Offer through the UPI Mechanism are advised to
enquire with the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. In
accordance with FEMA Non-debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis, shall
not exceed 5% of the total paid-up equity share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of
each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all
NRIs and OCIs put together shall not exceed 10% of the total paid-up equity share capital on a fully diluted basis or shall not
exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant or such other limit as may
be stipulated by RBI in each case, from time to time. Provided that the aggregate ceiling of 10% may be raised to 24% if a
special resolution to that effect is passed by the members of the Indian Company in a general meeting. Our Company has,
pursuant to a Board resolution dated June 26, 2024 and Shareholders’ resolution dated June 29, 2024, increased the limit of
investment of NRIs and OCIs from 10% to up to 24% of the paid-up equity share capital of our Company, provided however

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that the shareholding of each NRI in our Company shall not exceed 5% of the Equity Share capital or such other limit as may
be stipulated by RBI in each case, from time to time.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in
colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents (blue in colour).

For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 436. Participation
of Eligible NRIs shall be subject to the FEMA Non-debt Instruments Rules.

Bids by HUFs

Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should specify
that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of
sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by
HUFs will be considered at par with Bids from individuals.

Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms
for participation by Anchor Investors are provided below.

1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book
Running Lead Managers.

2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A
Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million.

3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds subject to valid
Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price.

4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and will be completed
on the same day.

5) Our Company in consultation with the Book Running Lead Managers will finalize allocation to the Anchor Investors
on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be
less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100
million; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per
Anchor Investor; and (c) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum
of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional
10 Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor
Investor.

6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the
public domain by the Book Running Lead Managers before the Bid/ Offer Opening Date, through intimation to the
Stock Exchanges.

7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price.

9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period
of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors will
be locked in for a period of 30 days from the date of Allotment.

10) Neither the Book Running Lead Managers or any associate of the Book Running Lead Managers (other than Mutual
Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates
of the BRLMs or FPIs (other than individuals, corporate bodies and family offices) which are associates of the
BRLMs or insurance companies promoted by entities which are associates of the BRLMs or pension funds
sponsored by entities which are associates of the BRLMs) shall apply in the Offer under the Anchor Investors
Portion. For details, see “Offer Procedure – Participation by the Promoter, Promoter Group, the BRLMs, associates
and affiliates of the BRLMs and the Syndicate Member and the persons related to Promoter, Promoter Group,
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 BRLMs and the Syndicate Member” on page 422. Further, no person related to the Promoters or Promoter Group
shall apply under the Anchor Investors category.

11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.

Bids by FPIs

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is
required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs,
reserves the right to reject any Bid without assigning any reason, subject to applicable laws.

To ensure compliance with the applicable limits, SEBI, pursuant to its master circular bearing reference number
SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 and the SEBI RTA Master Circular, has directed that at the time
of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for
checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs/ FPI investor group who have
invested in the Offer to ensure there is no breach of the investment limit, within the timelines for Offer procedure, as
prescribed by SEBI from time to time.

Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs
shall not be treated as multiple Bids:

• FPIs which utilise the multi investment manager structure, indicating the name of their respective investment
managers in such confirmation;

• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;

• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;

• FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund
has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment
manager;

• Multiple branches in different jurisdictions of foreign bank registered as FPIs;

• Government and Government related investors registered as Category 1 FPIs; and

• Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a
single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant
FPIs (with same PAN).

FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified
by the Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate
holding of FPIs in a company, holding of all registered FPIs shall be included.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21
of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined
under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against
securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments
are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons
eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know
your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments
issued by, or on behalf of it subject to, inter alia, the following conditions:

(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and

(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.

The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents (in blue
colour).

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Further, as specified in the General Information Document,Bids received from FPIs bearing the same PAN shall be treated as
multiple Bids and are liable to be rejected, except for Bids from FPIs that utilize the multiple investment manager structure
(“MIM Structure”) in accordance with the SEBI master circular bearing reference number SEBI/HO/AFD-
2/CIR/P/2022/175 dated December 19, 2022, provided such Bids have been made with different beneficiary account
numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize
the MIM Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids
using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure and
indicate the names of their respective investment managers in such confirmations. In the absence of such confirmation from
the relevant FPIs, such multiple Bids shall be rejected.

Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder
should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder
utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as
disclosed in this Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms are liable
to be rejected in the event that the Bid in the Bid cum Application Form “exceeds the Offer size and/or investment limit or
maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount
permissible under applicable laws or regulations, or under the terms of this Red Herring Prospectus.”

For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple
entities having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI
Group”) shall be below 10% of the total paid-up equity share capital of our Company on a fully diluted basis. Any Bids by
FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with
separate registrations for offshore derivative instruments and proprietary derivative instruments) for 10% or more of our total
paid-up post Offer equity share capital shall be liable to be rejected.

In terms of the SEBI FPI Regulations, the offer of Equity Shares to a single FPI or an investor group (which means multiple
entities having common ownership directly or indirectly of more than 50% or common control) must be below 10% of our
total paid-up Equity Share capital of our Company, on a fully diluted basis. Further, in terms of the FEMA Non-debt
Instruments Rules, the total holding by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share
capital of our Company on a fully diluted basis and the aggregate limit for FPI investments shall be the sectoral caps
applicable to our Company, which is 100% of the total paid-up Equity Share capital of our Company on a fully diluted basis.
In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of our
Company, on a fully diluted basis, the total investment made by the FPI or investor group will be re-classified as FDI subject
to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to
comply with applicable reporting requirements. Further, the total holdings of all FPIs put together, with effect from April 1,
2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%).

For details of investment by FPIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 436. Participation of
FPIs shall be subject to the FEMA Non-debt Instruments Rules.

All non-resident Bidders should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company, each of the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder
on account of conversion of foreign currency.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. The SEBI VCF Regulations
and the SEBI FVCI Regulations prescribe, among other things, the investment restrictions on VCFs and FVCIs, respectively,
registered with SEBI. While the SEBI VCF Regulations have since been repealed, the funds registered as VCFs under the
SEBI VCF Regulations continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by
the fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The
holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the
VCF of FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various prescribed
instruments, including in public offering.

Further, the SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. Category I AIFs and
Category II AIFs cannot invest more than 25% of the investible funds in one investee company directly or through investment
in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible funds in one investee company
directly or through investment in the units of other AIFs. AIFs which are authorised under the fund documents to invest in
units of AIFs are prohibited from offering their units for subscription to other AIFs.

All non-resident Bidders should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.

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Our Company or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of
foreign currency.

Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA NDI Rules.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to reject any Bid without
assigning any reason thereof, subject to applicable law.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company, in consultation with the BRLMs reserve the right to reject any Bid without
assigning any reason thereof, subject to applicable law. Further, the aggregate investment by a banking company in
subsidiaries and other entities engaged in financial and non-financial services company cannot exceed 20% of the bank’s
paid-up share capital and reserves.

The investment limit for banking companies in non-financial services companies as per the as per the Banking Regulation
Act, 1949 (“Banking Regulation Act”) and the Master Directions - Reserve Bank of India (Financial Services provided by
Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary
engaged in non-financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is lower.

However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share
capital of such investee company, subject to prior approval of the RBI if (i) the investee company is engaged in non-financial
activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; or (ii) the additional
acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a
company. The bank is required to submit a time bound action plan to the RBI for the disposal of such shares within a
specified period. Further no bank shall hold along with its subsidiaries, associates or joint ventures or entities directly or
indirectly controlled by the bank; and mutual funds managed by asset management companies controlled by the bank, more
than 20% of the investee company’s paid-up share capital engaged in non-financial services. However, this cap does not
apply to the cases mentioned in (i) and (ii) above.

The aggregate equity investments made by a banking company in all subsidiaries and other entities engaged in financial
services and non-financial services, including overseas investments shall not exceed 20% of the bank’s paid-up share capital
and reserves. Bids by banking companies should not exceed the investment limits prescribed for them under the applicable
laws.

The banking company is required to submit a time-bound action plan for disposal of such shares within a specified period to
RBI. A banking company would require a prior approval of RBI to make investment in a (i) subsidiary or a financial services
company that is not a subsidiary (with certain exceptions prescribed); and (ii) non-financial services company in excess of
10% of such investee company’s paid-up share capital as stated in para 5(a)(v)(c)(i) of the Master Direction - Reserve Bank
of India (Financial Services provided by Banks) Directions, 2016, as amended.

Bids by SCSBs

SCSBs participating in the Offer are required to comply with applicable law, including the terms of the SEBI circulars (Nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013, respectively. Such SCSBs
are required to ensure that for making applications on their own account using ASBA, they should have a separate account in
their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making
application in public issues and clear demarcated funds should be available in such account for such applications.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued
by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.

The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016, read with the Investments – Master Circular dated October 27, 2022, each as amended (“IRDAI
Investment Regulations”), based on investments in the equity shares of a company, the entire group of the investee company
and the industry sector in which the investee company operates. Bidders are advised to refer to the IRDA Investment
Regulations for specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.

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Bids by provident funds/ pension funds

In case of Bids made by provident funds with minimum corpus of ₹250 million and pension funds with minimum corpus of
₹250 million, registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the
Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws, a certified copy of a certificate
from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLMs reserves the right to reject any Bid, without
assigning any reason thereof.

Bids under power of attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible
FPIs, AIFs, Mutual Funds, insurance companies, systemically important NBFCs, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident
funds with a minimum corpus of ₹250 million (subject to applicable law) and pension funds with a minimum corpus of ₹250
million, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the
Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to accept or reject
any Bid in whole or in part, in either case, without assigning any reason thereof.

Our Company, in consultation with the BRLMs in their absolute discretion, reserve the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the terms and conditions
that our Company, in consultation with the BRLMs may deem fit.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and a net worth
certificate from its statutory auditor, and (iii) such other approval as may be required by the Systemically Important NBFCs,
are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law. Systemically Important
NBFCs participating in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from
time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer.

The above information is given for the benefit of the Bidders. Our Company, each of the Selling Shareholders and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and
ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of the
Equity Shares that can be held by them under applicable law or regulation or as specified in this Red Herring
Prospectus and the Prospectus, when filed.

Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and
by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier
Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as
proof of his or her having revised the previous Bid.

In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software
of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various
statutory and other requirements by our Company and/or the BRLMs are cleared or approved by the Stock Exchanges; nor
does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other
requirements, nor does it take any responsibility for the financial or other soundness of our Company, the management or any
scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of
any of the contents of the Draft Red Herring Prospectus and this Red Herring Prospectus; nor does it warrant that the Equity
Shares will be listed or will continue to be listed on the Stock Exchanges.

General Instructions

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Please note that QIBs and NIBs are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of
quantity of Equity Shares or the Bid Amount) at any stage. RIBs and Eligible Employees Bidding in the Employee
Reservation Portion can revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until Bid/Offer Closing
Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor Bid/Offer Period.

Do’s:

1. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through
the ASBA process only;

2. Ensure that you have Bid within the Price Band;

3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed
form;

4. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA Account
number (i.e. bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form if you are
not an UPI Bidder using the UPI Mechanism in the Bid cum Application Form and if you are an UPI Bidder using
the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters
including the handle), in the Bid cum Application Form;

5. UPI Bidders using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the
bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure
that the name of the app and the UPI handle which is used for making the application appears in the list available on
the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and
updated from time to time and at such other websites as may be prescribed by SEBI from time to time;

6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time.
Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the
General Information Document;

7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before
submitting the ASBA Form to any of the Designated Intermediaries;

8. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Members, Registered
Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated
Intermediary;

9. Bidders not using the UPI Mechanism should submit their Bid cum Application Form directly with SCSBs and/or
the designated branches of SCSBs or the relevant Designated Intermediary, as applicable;

10. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms. If
the First Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the ASBA
Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form
(for all ASBA Bidders other than UPI Bidders Bidding using the UPI Mechanism);

11. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgement specifying the
application number as a proof of having accepted Bid cum Application Form for all your Bid options from the
concerned Designated Intermediary, if applicable;

12. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form
should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary
account held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum Application
Forms;

13. UPI Bidders in the Offer to ensure that they shall use only their own ASBA Account or only their own bank account
linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Offer and not ASBA Account or
bank account linked UPI ID of any third party;

14. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;

15. RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated
Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request received from the
Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in the RIB’s ASBA Account;
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16. RIBs not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the
designated branches of SCSBs;

17. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as
the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating
in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor
Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;

18. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the SEBI circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market, (ii) submitted by Bidders who are exempt from the requirement of
obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state
of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for
transacting in the securities market, all Bidders should mention their PAN allotted under the Income Tax Act. The
exemption for the Central or the State Government and officials appointed by the courts and for Bidders residing in
the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming
the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary
account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic
Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;

19. Ensure that the Demographic Details are updated, true and correct in all respects;

20. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;

21. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;;

22. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents are submitted;

23. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian
laws;

24. Since the Allotment will be in dematerialised form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that
the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system
of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID,
Client ID, PAN and UPI ID, if applicable, available in the depository database;

25. Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs displayed on
the SEBI website which are live on UPI;

26. UPI Bidders who wish to Bid using the UPI Mechanism, should submit Bid with the Designated Intermediaries,
pursuant to which the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor
Banks to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account;

27. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;

28. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 p.m. on the
Bid/ Offer Closing Date;

29. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are
required to submit a confirmation that their Bids are under the MIM Structure and indicate the name of their
investment managers in such confirmation which shall be submitted along with each of their Bid cum Application
Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;

30. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the
CBDT dated February 13, 2020 read with press releases dated June 25, 2021 and September 17, 2021, read with
press release dated September 17, 2021. CBDT circular no.7 of 2022, dated March 30, 2022, read with press release
dated March 28, 2023;

31. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the
authorisation of the mandate using his/her UPI PIN, a UPI Bidder may be deemed to have verified the attachment
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 containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire
Bid Amount and authorised the Sponsor Banks to block the Bid Amount mentioned in the Bid Cum Application
Form; and

32. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor
Investors and UPI Bidders bidding using the UPI Mechanism) is submitted to a Designated Intermediary in a
Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has
named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such
branches is available on the website of SEBI at www.sebi.gov.in).

33. The ASBA bidders shall ensure that bids above ₹0.50 million, are uploaded only by the SCSBs;

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the
list available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43
and updated from time to time and at such other websites as may be prescribed by SEBI from time to time, is liable to be
rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;

3. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;

4. Do not Bid at Cut-off Price (for Bids by QIBs and NIBs);

5. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;

6. Do not submit the Bid for an amount more than funds available in your ASBA account.

7. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of a Bidder;

8. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;

9. If you are a UPI Bidder and are using UPI Mechanism, do not submit more than one ASBA Form for each UPI ID;

10. Anchor Investors should not Bid through the ASBA process;

11. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;

12. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;

13. Do not submit the General Index Register (GIR) number instead of the PAN;

14. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;

15. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

16. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);

17. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;

18. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;

19. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have
submitted a Bid to any of the Designated Intermediaries;

20. Do not Bid for Equity Shares in excess of what is specified for each category;

21. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date (for online applications)
and after 12:00 p.m. on the Bid/ Offer Closing Date (for physical applications).;

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22. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or
maximum amount permissible under applicable laws or regulations, or under the terms of this Red Herring
Prospectus;

23. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a NIB. RIBs or Eligible Employees Bidding in the Employee Reservation
Portion can revise or withdraw their Bids on or before the Bid/ Offer Closing Date;

24. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are UPI Bidder
and are using UPI Mechanism, do not submit the ASBA Form directly with SCSBs;;

25. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using
your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank
account UPI ID;

26. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders using the UPI Mechanism;

27. Do not submit a Bid cum Application Form with a third-party UPI ID or using a third-party bank account (in case of
Bids submitted by UPI Bidders using the UPI Mechanism);

28. Do not submit the Bid cum Application Forms to any non-SCSB bank;

29. Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by Retail Individual Bidders) and ₹0.50 million for
Bids by Eligible Employees Bidding in the Employee Reservation Portion (net of Employee Discount);

30. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an
SCSB or bank which is not mentioned in the list provided on the SEBI website is liable to be rejected;

31. Do not Bid if you are an OCB; and

32. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids
above ₹0.50 million;

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Further, in case of any pre-Offer or post Offer related issues regarding share certificates/ dematerialised credit/refund
orders/unblocking etc., Bidders can reach out to our Company Secretary and Compliance Officer. For details of our Company
Secretary and Compliance Officer, see “General Information” on page 80.

For helpline details of the BRLMs pursuant to the SEBI/HO/CFD/DIL-2/OW/P/2021/2481/1/M dated March 16, 2021, see
“General Information - Book Running Lead Managers” on page 81.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/
withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii)
any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder
shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the
original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of
actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of
₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts
were blocked till the date of actual unblock; and (iv) any delay in unblocking of non-allotted/ partially allotted Bids,
exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days
from the Bid/Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their
sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The post
Offer BRLMs shall be liable for compensating the Bidder at a uniform rate of ₹100 per day or 15% per annum of the Bid
Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts
are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023 which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our
Company with the SCSBs, to the extent applicable.

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Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the BRLMs and the Registrar, shall ensure that the Basis of
Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares offered through this Red Herring Prospectus and
the Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the
Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Offer to public may be
made for the purpose of making Allotment in minimum lots.

The allotment of Equity Shares to applicants other than to the RIBs, NIBs and Anchor Investors shall be on a proportionate
basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer,
subject to minimum allotment being equal to the minimum application size as determined and disclosed. The Allotment of
Equity Shares to Anchor Investors shall be on a discretionary basis.

The allotment of Equity Shares to each RIB shall not be less than the minimum Bid Lot, subject to the availability of shares in
RIB Portion, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. Not more than 15%
of the Offer shall be available for allocation to Non-Institutional Bidders. The Equity Shares available for allocation to Non-
Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion
available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹0.20 million and
up to ₹1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants
with an application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned
sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment of Equity
Shares to each NIB shall not be less than minimum application size, subject to the availability of Equity Shares in Non-
Institutional Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis in accordance with the
conditions specified in this regard in the SEBI ICDR Regulations.

Payment into Escrow Account(s) for Anchor Investors

Our Company in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom
the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be
notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Escrow Account(s)
should be drawn in favour of:

(a) In case of resident Anchor Investors: “Zinka Logistics Solutions Limited -ANCHOR-R A/C”

(b) In case of Non-Resident Anchor Investors: “Zinka Logistics Solutions Limited -ANCHOR-NR A/C ”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement amongst our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and the Registrar to
the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing this Red Herring Prospectus with the RoC,
publish a pre- Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of Financial
Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and the Bengaluru
edition of Vishwavani, a Kannada daily newspaper, Kannada being the regional language of Karnataka, where our Registered
and Corporate Office is located, each with wide circulation.

In the pre-Offer advertisement, we shall state the Bid/ Offer Opening Date and the Bid/ Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A
of Schedule X of the SEBI ICDR Regulations.

Allotment Advertisement

Our Company, the BRLMs and the Registrar to the Offer shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of Financial Express, an English national daily
newspaper, all editions of Jansatta, a Hindi national daily newspaper and the Bengaluru edition of Vishwavani, a Kannada
daily newspaper (Kannada being the regional language of Karnataka, where our Registered and Corporate Office is located),
each with wide circulation.

The above information is given for the benefit of the Bidders/applicants. Our Company, each of the Selling
Shareholders and the members of the Syndicate are not liable for any amendments or modification or changes in
applicable laws or regulations, which may occur after the date of this Red Herring Prospectus. Bidders/applicants are

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advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed
the prescribed limits under applicable laws or regulations.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company, each of the Selling Shareholders and the Underwriters intend to enter into an Underwriting
Agreement (a) prior to filing this Red Herring Prospectus with the RoC, or (b) on or immediately after the
finalisation of the Offer Price but prior to the filing of Prospectus with the RoC, as applicable, in accordance with the
nature of underwriting which is determined in accordance with Regulation 40 (3) of SEBI ICDR Regulations.

(b) After signing the Underwriting Agreement and finalisation of the Offer Price, an updated Red Herring Prospectus
will be filed with the RoC in accordance with applicable law, which then would be termed as the ‘Prospectus’. The
Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting
arrangements and will be complete in all material respects.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹1 million or 1%
of the turnover of our Company, whichever is lower, includes imprisonment for a term which shall not be less than six
months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three
times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.)
Further, where the fraud involves an amount less than ₹1 million or one per cent of the turnover of the company, whichever is
lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term
which may extend to five years or with fine which may extend to ₹5 million or with both.

Undertakings by our Company

Our Company undertakes the following:

• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders (including
ASBA Form and Anchor Investor Application Form from Anchor Investors, as the context requires);

• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;

• all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed shall be taken within three Working Days from the
Bid/Offer Closing Date or such other time as prescribed by SEBI under applicable law;

• if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR
Regulations and applicable law for the delayed period;

• the funds required for making refunds/unblocking (to the extent applicable) to unsuccessful Bidders as per the
mode(s) disclosed shall be made available to the Registrar to the Offer by our Company;

• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the Bidder within the time prescribed under applicable law, giving details of the bank where refunds
shall be credited along with amount and expected date of electronic credit of refund;

• except for (a) the Fresh Issue; and (b) any allotment of Equity Shares pursuant to exercise of vested options under
the ESOP Schemes, no further issue of securities shall be made by our Company until the Equity Shares offered
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 through this Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on
account of non-listing, under-subscription, etc.;

• our Company, in consultation with the BRLMs, reserve the right not to proceed with the Offer, in whole or in part
thereof, after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would issue a
public notice in the newspapers in which the pre-Offer advertisements were published, within two days of the Bid/
Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the
Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed;

• if our Company, in consultation with the BRLMs withdraw the Offer after the Bid/ Offer Closing Date and thereafter
determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh draft red herring
prospectus with SEBI;

• that there are no other agreements, arrangements and clauses or covenants which are material and which needs to be
disclosed or the non disclosure of which may have bearing on the investment decision, other than the ones which
have already been disclosed in this RHP; and

• that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the
Equity Shares from all the Stock Exchanges where listing is sought has been received;

Undertakings by the Selling Shareholders

Each Selling Shareholder severally and not jointly, in relation to itself as a Selling Shareholder and its respective portion of
the Offered Shares undertakes that::

• its respective portion of the Offered Shares has been held by it in accordance with Regulation 8 of the SEBI ICDR
Regulations;

• it is the legal and beneficial owner of its respective Offered Shares;

• its respective Offered Shares are free and clear of any encumbrances;

• it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to any Bidder for making a Bid in the Offer, except for fees or commission for services rendered in
relation to the Offer;

• it shall transfer its portion of the Offered Shares to an escrow demat account in accordance with the Share Escrow
Agreement; and

• Only the statements and undertakings provided above, in relation to each of the Selling Shareholders and its
respective portion of the Offered Shares, are statements which are specifically confirmed or undertaken, severally
and not jointly, by each Selling Shareholder in relation to itself and its respective portion of the Offered Shares. No
other statement in this Red Herring Prospectus will be deemed to be “made or confirmed” by a Selling Shareholder,
even if such statement relates to such Selling Shareholder.

Utilisation of Offer Proceeds

Our Board of Directors certifies and declares that:

• all monies received out of the Offer shall be credited/transferred to a separate bank account other than the bank
account referred to in sub-section 3 of Section 40 of the Companies Act;

• details of all monies utilised out of the Offer shall be disclosed, and continue to be disclosed till the time any part of
the Offer proceeds remains un-utilised, under an appropriate head in the balance sheet of our Company indicating the
purpose for which such monies have been utilised; and

• details of all un-utilised monies out of the Offer, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such un-utilised monies have been invested.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the GoI and FEMA. While the
Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different
sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the
Industrial Policy, 1991 unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian
economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed
procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting
approval for foreign investment. The Government has from time to time made policy pronouncements on foreign direct
investment (“FDI”) through press notes and press releases. The DPIIT, issued the Consolidated FDI Policy, which, with
effect from October 15, 2020 consolidated and superseded all previous press notes, press releases, circulars and clarifications
on FDI issued by the DPIIT that were in force and effect as on October 15, 2020. The Consolidated FDI Policy will be valid
until the DPIIT issues an updated circular. FDI in companies engaged in sectors/ activities which are not listed in the
Consolidated FDI Policy is permitted up to 100% of the paid-up share capital of such company under the automatic route,
subject to compliance with certain prescribed conditions. For further details, see “Key Regulations and Policies” on page 190.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract
the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI
Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/ RBI.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any
investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with India
or where the beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted
Investors”), will require prior approval of the Government, as prescribed in the Consolidated FDI Policy and the FEMA
Non-debt Instruments Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment
in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/
purview, such subsequent change in the beneficial ownership will also require approval of the Government. Pursuant to the
Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, issued on December 8, 2020, a
multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any
country be treated as the beneficial owner of the investments of such bank or fund in India. Each Bidder should seek
independent legal advice about its ability to participate in the Offer. In the event such prior approval of the GoI is required,
and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing about
such approval along with a copy thereof within the Offer Period.

As per the existing policy of the Government of India, OCBs cannot participate in the Offer.

Foreign Exchange Laws

The foreign investment in our Company is governed by inter alia the FEMA, as amended, the FEMA Non-debt Instruments
Rules and the FDI Policy issued and amended by way of press notes.

In terms of the FEMA Non-debt Instruments Rules, a person resident outside India may make investments into India, subject
to certain terms and conditions. In terms of the FEMA Non-debt Instruments Rules and the FDI Policy, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares land borders with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country will require prior approval of the
Government, as prescribed in the FDI Policy and the FEMA Non-debt Instruments Rules. Pursuant to the Foreign Exchange
Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020 issued on December 8, 2020, a multilateral bank or
fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as
the beneficial owner of the investments of such bank or fund in India. Each Bidder should seek independent legal advice
about its ability to participate in the Offer. In the event such prior approval of the Government of India is required, and such
approval has been obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval along
with a copy thereof within the Bid/ Offer Period.

In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs shall be included. The aggregate limit for FPI investments shall be the sectoral cap applicable to our
Company. In accordance with the FEMA Non-debt Instruments Rules, the total holding by any individual NRI, on a
repatriation basis, shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the
paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or
shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the
aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian
company. Our Company has, pursuant to a Board resolution dated June 26, 2024 and Shareholders’ resolution dated June 29,
2024, increased the limit of investment of NRIs and OCIs from 10% to up to 24% of the paid-up equity share capital of our
Company, provided however that the shareholding of each NRI in our Company shall not exceed 5% of the Equity Share
capital or such other limit as may be stipulated by RBI in each case, from time to time.
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The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
other applicable law of the United States and, unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Our Company has not registered and does not intend to register
under the U.S. Investment Company Act in reliance upon section 3(c)(7) of the U.S. Investment Company Act and
investors will not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are
only being offered and sold (i) to persons within the United States or to or for the account or benefit of, U.S. Persons
(as defined in Regulation S under the U.S. Securities Act), who are both (a) U.S. QIBs in one or more transactions
exempt from the registration requirements of the U.S. Securities Act; and (b) QPs in reliance upon section 3(c)(7) of
the U.S. Investment Company Act, and (ii) outside the United States, to investors that are not U.S. Persons nor persons
acquiring for the account or benefit of U.S. Persons in “offshore transactions” in reliance on Regulation S under the
U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLMs
are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that
the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.

437
 SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. The main provisions of the Articles of Association of our Company are detailed below. No material clause of the
Articles of Association having bearing on the Offer or the disclosures required in this Red Herring Prospectus has been
omitted.

The Articles of Association of the Company comprise of two parts, Part A and Part B, which parts shall, unless the context
otherwise requires, co-exist with each other until the date of receipt of final listing and trading approvals from the Stock
Exchanges for the listing and trading of the Equity Shares pursuant to the initial public offering by our Company ("Listing").
In case of inconsistency or contradiction, conflict or overlap between Part A and Part B, the provisions of Part B shall
prevail and be applicable until Listing. However, all articles of Part B shall automatically stand deleted and cease to have
any force and effect from the date of receipt of final listing and trading approvals from the Stock Exchanges for the listing
and trading of the Equity Shares pursuant to the initial public offering by our Company, and the provisions of Part A shall
continue to be in effect and be in force, without any further corporate or other action, by our Company or by its shareholders.

PART A

Authorised share capital

The authorised share capital of the Company shall be such amount as may from time to time be authorised by the
Memorandum of Association of the Company. Subject at all times to the Articles of Association, the Company has the power
to increase and/or reduce the capital of the Company and to divide the shares in the capital for the time being into several
classes and to attach thereto respectively such preferential, deferred or to vary, modify or abrogate any such rights, privilege
or condition in such manner as may for the time being be provided by the regulations of the Company.

Alteration of share capital

The Company may, from time to time, by Ordinary Resolution increase the share capital by such sum, to be divided into
shares of such amount, as may be specified in the resolution:

Subject to the provisions of section 61 of the Act, the Company may, by Ordinary Resolution:

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any
denomination;

(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum; and

(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by
any person.

Transfer of shares

(a) The instrument of transfer shall be in writing and all provisions of Section 56 of the Act and statutory modification
thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof.

(b) (i) The instrument of transfer of any share in the Company shall be executed by or on behalf of both the transferor
and transferee.

(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
Register of Members in respect thereof.

(c) The Board may, subject to the right of appeal conferred by section 58 of the Act decline to register:

(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or

(b) any transfer of shares on which the Company has a lien.

(d) The Board may decline to recognise any instrument of transfer unless:

(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56 of
the Act;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

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(e) On giving not less than seven days’ previous notice in accordance with section 91 of the Act and rules made
thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from
time to time determine:

Provided that such registration shall not be suspended for more than thirty days at any one time or for more than
forty-five days in the aggregate in any year.

Transmission of Shares

(a) (i) On the death of a Member, the survivor or survivors where the Member was a joint holder, and his nominee or
nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the Company
as having any title to his interest in the shares.

(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share
which had been jointly held by him with other persons.

(b) (i) Any person becoming entitled to a share in consequence of the death or insolvency of a Member may, upon such
evidence being produced as may from time to time properly be required by the Board and subject as hereinafter
provided, elect, either:

(a) to be registered himself as holder of the share; or,

(b) to make such transfer of the share as the deceased or insolvent Member could have made.

(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent Member had transferred the share before his death or insolvency.

(c) (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or
send to the Company a notice in writing signed by him stating that he so elects.

(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the
share.

(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the Member had not occurred and the notice or transfer were a transfer signed by that Member.

(d) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share, except
that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise
any right conferred by Membership in relation to meetings of the Company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of
the notice have been complied with.

(e) Subject to the provisions of section 58 of the Act, these Articles and other applicable provisions of the Act or any
other law for the time being in force, the Board may refuse whether in pursuance of any power of the Company
under these Articles or otherwise to register the transfer of, or the transmission by operation of law of the right to,
any shares or interest of a Member in or debentures of the Company. The Company shall within one month from the
date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to
the Company, send notice of the refusal to the transferee and the transferor or to the person giving intimation of such
transmission, as the case may be, giving reasons for such refusal. Provided that the registration of a transfer shall not
be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to
the Company on any account whatsoever except where the Company has a lien on shares.

(f) No fee shall be charged for registration of transfer, transmission, probate, succession certificate and Letters of
administration, Certificate of Death or Marriage, Power of Attorney or similar other document.

Further Issue of Shares

1. Where at any time the Board or the Company, as the case may be, proposes to increase the subscribed capital by the
issue of further shares then such shares shall be offered, subject to the provisions of section 62 of the Act, and the
rules made thereunder:

439
 a) to the persons who at the date of the offer are holders of the Equity Shares of the Company, in proportion as
nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer
subject to the conditions mentioned in (i) to (iii) below:

(i) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a
time not being less than fifteen days or such lesser number of days as may be prescribed and not
exceeding thirty days from the date of the offer, within which the offer if not accepted, shall be
deemed to have been declined:

Provided that the notice shall be dispatched through registered post or speed post or through
electronic mode or courier or any other mode having proof of delivery to all the existing
shareholders at least three days before the opening of the issue;

(ii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice
referred to above shall contain a statement of this right:

Provided that the Directors may decline, without assigning any reason to allot any shares to any
person in whose favour any Member may renounce the shares offered to him.

(iii) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the
person to whom such notice is given that the person declines to accept the shares offered, the
Board may dispose of them in such manner which is not disadvantageous to the Members and the
Company.

b) to employees under any scheme of employees’ stock option subject to Special Resolution passed by the
Company and subject to the rules and such other conditions, as may be prescribed under Applicable Law; or

c) to any person(s), if it is authorised by a special resolution, whether or not those persons include the persons
referred to above either for cash or for a consideration other than cash, if the price of such shares is
determined by the valuation report of a registered valuer subject to such conditions as may be prescribed
under the Act and the rules made thereunder.

2. Nothing in sub-article (iii) of Sub-clause 1 of this article of the shall be deemed:

a) To extend the time within which the offer should be accepted; or

b) To authorize any person to exercise the right of renunciation for a second time on the ground that the person
in whose favour the renunciation was first made has declined to take the Shares compromised in the
renunciation.

3. Nothing in Sub-clause 1 of this article shall apply to the increase of the subscribed capital of the Company caused by
the exercise of an option as a term attached to the debentures issued or loan raised by the Company to convert such
debentures or loans into shares in the Company:

Provided that the terms of issue of such debentures or loan containing such an option have been approved before the
issue of such debentures or the raising of loan by a special resolution passed by the Company in General Meeting.

4. Notwithstanding anything contained in the provision above, where any debentures have been issued, or loan has
been obtained from any government by the Company, and if that government considers it necessary in the public
interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into
shares in the Company on such terms and conditions as appear to the Government to be reasonable in the
circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a
term for providing for an option for such conversion.

Provided that where the terms and conditions of such conversion are not acceptable to the Company, it may, within
sixty days from the date of communication of such order, appeal to National Company Law Tribunal which shall
after hearing the Company and the Government pass such order as it deems fit.

A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of
preferential offer or private placement, subject to and in accordance with the Act and the rules made thereunder.

The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and
consent required by law:

(a) its share capital;

(b) any capital redemption reserve account; or

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(c) any share premium account

Dematerialisation of securities

(a) The Company shall recognise interest in dematerialised securities under the Depositories Act, 1996.

Subject to the provisions of the Act, either the Company or the investor may exercise an option to issue (in case of
the Company only), deal in, hold the securities (including shares) with a Depository in electronic form and the
certificates in respect thereof shall be dematerialized, in which event, the rights and obligations of the parties
concerned and matters connected therewith or incidental thereof shall be governed by the provisions of the
Depositories Act, 1996 as amended from time to time or any statutory modification(s) thereto or re-enactment
thereof, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and other
applicable laws.

(b) Dematerialisation/Re-materialisation of securities

Notwithstanding anything to the contrary or inconsistent contained in these Articles, the Company shall be entitled
to dematerialise its existing securities, re materialise its securities held in Depositories and/or offer its fresh securities
in the dematerialised form pursuant to the Depositories Act, 1996 and the regulations framed thereunder, if any.

(c) Option to receive security certificate or hold securities with the Depository

Every person subscribing to or holding securities of the Company shall have the option to receive the security
certificate or hold securities with a Depository. Where a person opts to hold a security with the Depository, the
Company shall intimate such Depository of the details of allotment of the security and on receipt of such
information, the Depository shall enter in its Record, the name of the allottees as the beneficial owner of that
Security.

(d) Securities in electronic form

All securities held by a Depository shall be dematerialized and held in electronic form. No certificate shall be issued
for the securities held by the Depository.

(e) Beneficial owner deemed as absolute owner

Except as ordered by a court of competent jurisdiction or by applicable law required and subject to the provisions of
the Act, the Company shall be entitled to treat the person whose name appears on the applicable register as the
holder of any security or whose name appears as the beneficial owner of any security in the records of the
Depository as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or equity,
equitable contingent, future, partial interest, other claim to or interest in respect of such securities or (except only as
by these Articles otherwise expressly provided) any right in respect of a security other than an absolute right thereto
in accordance with these Articles, on the part of any other person whether or not it has expressed or implied notice
thereof but the Board shall at their sole discretion register any security in the joint names of any two or more persons
or the survivor or survivors of them.

(f) Register and index of beneficial owners

The Company shall cause to be kept a register and index of Members with details of securities held in materialised
and dematerialised forms in any media as may be permitted by law including any form of electronic media in
accordance with all applicable provisions of the Companies Act, 2013 and the Depositories Act, 1996. The register
and index of beneficial owners maintained by a Depository under the Depositories Act, 1996 shall be deemed to be a
register and index of Members for the purposes of this Act. The Company shall have the power to keep in any state
or country outside India, a branch Register of Members, of Members resident in that state or country.

Buy back of shares

Subject to the Articles of Association of our Company and applicable provisions of the Companies Act and the corresponding
rules prescribed by the Central Government in this behalf, the Company may purchase its own shares or other specified
securities out of –

(a) its free reserves; or

(b) the securities premium account; or

(c) the proceeds of any shares or other specified securities

441
Annual general meetings

(a) The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other
meeting in that year and not more than fifteen months shall elapse between the dates of two annual general meetings.

(b) An Annual General Meeting of the Company shall be held in accordance with the provisions of the Act.

Extraordinary general meetings

All General Meetings other than the Annual General Meeting shall be called “Extraordinary General Meeting”. Provided that,
the Board may, whenever it thinks fit, call an Extraordinary General Meeting.

Voting rights of members

Subject to any rights or restrictions for the time being attached to any class or classes of shares:

(a) On a show of hands every Member holding Equity Shares and present in person shall have one vote and

(b) On a poll, every Member holding Equity Shares therein shall have voting rights in proportion to his share in the
paid-up Equity Share capital.

A Member may exercise his vote at a meeting by electronic means in accordance with the Act and shall vote only once.

Number of directors

Subject to the applicable provisions of the Act, the number of Directors of the Company shall not be less than 3 (three) and
not more than 15 (fifteen). The Company shall also comply with the provisions of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the provisions of the Listing Regulations. The Board shall have an optimum
combination of executive and Independent Directors with at least 1 (one) woman Director, as may be prescribed by Law from
time to time.

Board composition

Subject to the provisions of the Act, the number of Directors shall not be less than 3 (three) and more than 15 (fifteen),
provided that the Company may appoint more than 15 (fifteen) directors after passing a special resolution. At least one
Director shall reside in India for a total period of not less than 182 (one hundred and eighty-two) days in each financial year.

Meetings of the Board

(a) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it
thinks fit. A Director may, and the manager or secretary on the requisition of a Director shall, at any time, summon a
meeting of the Board.

(b) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a
majority of votes. In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting
vote.

(c) The continuing Directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is
reduced below the quorum fixed by the Act for a meeting of the Board, the continuing Directors or Director may act
for the purpose of increasing the number of Directors to that fixed for the quorum, or of summoning a General
Meeting of the Company, but for no other purpose.

(d) Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the Members of the Board or
of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be
valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.

PART B

Part B of the Articles of Association provides for, amongst other things, the rights of certain shareholders pursuant to the
Shareholders Agreement. For more details in relation to the Shareholders Agreement, see “History and Certain Corporate
Matters – Shareholders’ agreements and other agreements” on page 211.

As on the date of this Red Herring Prospectus, the clauses/ covenants of Articles are in compliance with the Companies Act
and the securities laws, as applicable.

442
 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following documents and contracts which have been entered or are to be entered into by our Company (not being
contracts entered into in the ordinary course of business carried on by our Company) which are or may be deemed material
behave been attached to the copy of this Red Herring Prospectus which has been filed with the RoC. Copies of the contracts
and also the documents for inspection referred to hereunder, may be inspected at the Registered and Corporate Office
between 10 a.m. and 5 p.m. IST on all Working Days and shall be also available on the web link
www.blackbuck.com/investor-relations from the date of this Red Herring Prospectus until the Bid/ Offer Closing Date
(except for such agreements executed after the Bid/ Offer Closing Date).

A. Material Contracts for the Offer

a) Offer Agreement dated July 5, 2024 entered into amongst our Company, the Selling Shareholders and the
BRLMs, as amended pursuant to the amendment agreement dated October 14, 2024 and the second
amendment agreement dated November 7, 2024.

b) Registrar Agreement dated July 5, 2024 entered into amongst our Company, the Selling Shareholders and
the Registrar to the Offer, as amended pursuant to the amendment agreement dated October 14, 2024 and
the second amendment agreement dated November 7, 2024

c) Monitoring Agency Agreement dated October 17, 2024 entered into between our Company and the
Monitoring Agency.

d) Cash Escrow and Sponsor Bank Agreement dated November 7, 2024 amongst our Company, the Selling
Shareholders, the Registrar to the Offer, the BRLMs, the Syndicate Members, the Escrow Collection Bank,
Sponsor Banks, Public Offer Account Bank and the Refund Bank.

e) Share Escrow Agreement dated October 24, 2024 as amended by the first amendment agreement dated November 7,
2024 amongst the Selling Shareholders, our Company and the Share Escrow Agent.

f) Syndicate Agreement dated November 7, 2024 amongst our Company, the Selling Shareholders, Registrar
to the Offer, the BRLMs and Syndicate Members.

g) Underwriting Agreement dated [●] amongst our Company, the Selling Shareholders and the Underwriters.

B. Material Documents

a) Certified copies of our MoA and AoA, as updated from time to time.

b) Certificate of incorporation dated April 20, 2015 in the name of ‘Zinka Logistics Solutions Private
Limited’.

c) Fresh certificate of incorporation dated June 19, 2024 issued by the RoC, consequent upon change in the
name of our Company from Zinka Logistics Solutions Private Limited to Zinka Logistics Solutions
Limited, pursuant to conversion to a public limited company.

d) Resolutions of the Board of Directors dated June 26, 2024 authorising the Offer and other related matters.

e) Shareholders’ resolution dated June 29, 2024, approving the Offer and other related matters.

f) Resolutions of the IPO Committee and our Board dated October 14, 2024 and November 6, 2024,
respectively taking note of the Offer size.

g) Resolution of the Board of Directors dated July 4, 2024 approving the Draft Red Herring Prospectus.

h) Resolution of the IPO Committee dated July 5, 2024 approving the Draft Red Herring Prospectus.

i) Resolution of the Board of Directors dated November 7, 2024, approving this Red Herring Prospectus.

j) Resolution of the Board of Directors dated July 4, 2024 and the resolutions of the IPO Committee and our
Board dated October 14, 2024 and November 6, 2024 respectively, taking on record the approval for the
Offer for Sale by the Selling Shareholders.

k) Consent letters and authorisations from each of the Selling Shareholders, as applicable, authorising their
respective participation in the Offer. For further details, see “The Offer” on page 68.

443
l) Consent from the Statutory Auditor, holding a valid peer review certificate from the ICAI, to include their
name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in
this Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013
in respect of their examination report on the Restated Consolidated Financial Information and such consent
has not been withdrawn as on the date of this Red Herring Prospectus.

m) Amended and Restated Shareholders’ Agreement dated July 12, 2021 (including the deeds of accession and
deeds of adherence executed in its terms thereof) entered into by and among our (a) Company, (b)
Promoters, (c) Investors, and (d) Angel Investors, as amended pursuant to Waiver cum Amendment
Agreement dated July 5, 2024.

n) Employment agreement dated June 1, 2015, entered into between our Company and Rajesh Kumar Naidu
Yabaji as amended by the compensation review letter dated, February 1, 2019, February 23, 2022 and July
1, 2024.

o) Employment agreement dated June 1, 2015 entered into between our Company and Chanakya Hridaya as
amended by the compensation revision letters dated April 1, 2019 and February 23, 2022.

p) Employment agreement dated January 2, 2016 entered into between our Company and Ramasubramanian
Balasubramaniam as amended by the compensation revision letters dated April 1, 2019, February 23, 2022
and April 1, 2024.

q) The examination report dated October 14, 2024 of the Statutory Auditors on our Restated Consolidated
Financial Information.

r) The report dated October 14, 2024 of the Statutory Auditors on Pro Forma Financial Information.

s) The statement of possible special tax benefits dated October 14, 2024 from Manian & Rao, Chartered
Accountants.

t) Copies of annual reports of our Company for the last three Financial Years.

u) Consents of our Directors, Company Secretary and Compliance Officer, legal counsel to our Company as to
Indian law, Bankers to our Company, Banker(s) to the Offer, the BRLMs, Syndicate Members, Registrar to
the Offer, Monitoring Agency, Escrow Collection Bank, Public Offer Account Bank, Refund Bank,
Sponsor Banks, in their respective capacities.

v) Consent Letter dated November 7, 2024 Manian & Rao, Chartered Accountants, having firm registration
number 001983S, holding a valid peer review certificate from the ICAI, to include their name as required
under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Red Herring
Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in respect of the
certificates issued by them in their capacity as an independent chartered accountant to our Company.

w) Certificate dated November 7, 2024 issued by Manian & Rao, Chartered Accountants certifying the KPIs of
our Company.

x) All certificates issued by Manian & Rao, Chartered Accountants, in relation to the Offer, including but not
limited to –

(i) Certificate dated November 7, 2024 issued by Manian & Rao, Chartered Accountants, certifying
the weighted average cost of acquisition of equity shares of our Company;

(ii) Certificate dated November 7, 2024 issued by Manian & Rao, Chartered Accountants, certifying
the ESOP Schemes;

(iii) Certificate dated November 7, 2024 issued by Manian & Rao, Chartered Accountants, certifying
tax litigations involving our Company;

(iv) Certificate dated November 7, 2024 issued by Manian & Rao, Chartered Accountants, certifying
the outstanding dues to creditors

(v) Certificate dated November 7, 2024 issued by Manian & Rao, Chartered Accountants, certifying
the financial indebtedness of our Company and

(vi) Certificate dated November 7, 2024 issued by Manian & Rao, Chartered Accountants, certifying
our Company’s eligibility for the Offer.

y) Resolution dated November 7, 2024 passed by the Audit Committee approving the KPIs.

444
 z) Report titled ‘Indian Trucking Market Opportunity Report’ dated October 12, 2024 issued by RedSeer
which has been commissioned and paid for by our Company exclusively for the purposes of the Offer and
uploaded on www.blackbuck.com/investor-relations.

aa) Consent dated October 12, 2024 of Redseer Strategy Consultants Private Limited in respect of the RedSeer
Report.

bb) Engagement letter dated February 27, 2024 entered into with Redseer in respect of the Redseer Report.

cc) Due diligence certificate dated July 5, 2024 addressed to SEBI from the BRLMs.

dd) In-principle listing approvals both dated September 5, 2024, issued by BSE and NSE, respectively.

ee) Final observation letter bearing number SEBI/CFD/RAC-DIL1/2024/31255 dated October 3, 2024 issued
by SEBI.

ff) Tripartite agreement dated March 27, 2024 amongst our Company, NSDL and Registrar to the Offer.

gg) Tripartite agreement dated March 4, 2024 amongst our Company, CDSL and Registrar to the Offer.

hh) Trademark licencing agreement dated June 28, 2024 entered into between our Company and BFPL.

ii) Policy Agreement dated July 4, 2024 entered into between our Company and IFC.

jj) Share Purchase Agreement dated December 30, 2022 entered into between our Company and Trukker
Holding Limited.

kk) Business Transfer Agreement dated August 5, 2024 entered into between our Company and Zast
Logisolutions Private Limited.

ll) Share Subscription Agreement dated August 16, 2024 entered into between our Company and: (a) Zast
Logisolutions Private Limited; (b) Praveen Jain; (c) Pervinder Singh Chawla; (d) Bhupinder Singh Kohli
and (e) Payal Jain.

mm) Shareholders’ Agreement dated August 16, 2024 entered into between pour Company and inter alia (a) Zast
Logisolutions Private Limited; (b) Praveen Jain; (c) Pervinder Singh Chawla; (d) Bhupinder Singh Kohli
and (e) Payal Jain.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time, if so
required in the interest of our Company or if required by the other parties, without notice to the Shareholders subject to
compliance of the provisions contained in the Companies Act and other relevant statutes.

We confirm that there are no other agreements, arrangements and clauses or covenants which are material and which need to
be disclosed or the non-disclosure of which may have bearing on the investment decision in the Offer, other than the ones
which have already been disclosed in this RHP.

445
 DECLARATION

I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations
issued by the Government of India or the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement, disclosure and undertaking made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements,
disclosures and undertakings made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_______________________________________
Rajesh Kumar Naidu Yabaji
Chairman, Managing Director and Chief Executive Officer

Date: November 7, 2024

Place: Bangalore

446
 DECLARATION

I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations
issued by the Government of India or the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement, disclosure and undertaking made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements,
disclosures and undertakings made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_______________________________________
Chanakya Hridaya
Executive Director and Chief Operating Officer

Date: November 7, 2024

Place: Bangalore

447
 DECLARATION

I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations
issued by the Government of India or the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement, disclosure and undertaking made in thisthis Red
Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements,
disclosures and undertakings made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_______________________________________
Ramasubramanian Balasubramaniam
Executive Director and Head – New Initiatives

Date: November 7, 2024

Place: Bangalore

448
 DECLARATION

I hereby confirm that all relevant provisions of the Companies Act and the rules, guidelines/ regulations notified by the
Government of India and the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the
provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules, guidelines or regulations
notified thereunder, as the case may be. I further certify that all statements made in this Red Herring Prospectus are true and
correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_______________________________________
Anand Daniel
Non-Executive Nominee Director

Date: November 7, 2024

Place: USA

449
 DECLARATION

I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations
issued by the Government of India or the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement, disclosure and undertaking made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements,
disclosures and undertakings made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_______________________________________
Kaushik Dutta
Non-Executive Independent Director

Date: November 7, 2024

Place: New Delhi

450
 DECLARATION

I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations
issued by the Government of India or the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement, disclosure and undertaking made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements,
disclosures and undertakings made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_______________________________________
Niraj Singh
Non-Executive Independent Director

Date: November 7, 2024

Place: Gurugram

451
 DECLARATION

I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations
issued by the Government of India or the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement, disclosure and undertaking made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements,
disclosures and undertakings made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_______________________________________
Hardika Shah
Non-Executive Independent Director

Date: November 7, 2024

Place: Bangalore

452
 DECLARATION

I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations
issued by the Government of India or the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement, disclosure and undertaking made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements,
disclosures and undertakings made in this Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_______________________________________
Rajamani Muthuchamy
Non-Executive Independent Director

Date: November 7, 2024

Place: Bangalore

453
 DECLARATION

I hereby confirm, certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations
issued by the Government of India or the rules, guidelines/ regulations issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement, disclosure and undertaking made in this Red
Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended
or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements,
disclosures and undertakings made in this Red Herring Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

_______________________________________
Satyakam GN
Chief Financial Officer

Date: November 7, 2024

Place: Bangalore

454
 DECLARATION BY SELLING SHAREHOLDER

I, Rajesh Kumar Naidu Yabaji, hereby confirm, certify and declare that all statements, disclosures and undertakings
specifically made, confirmed or undertaken by me in this Red Herring Prospectus about or in relation to me as a Promoter
Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other
statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Rajesh Kumar Naidu Yabaji

Date: November 7, 2024

Place: Bangalore

455
 DECLARATION BY SELLING SHAREHOLDER

I, Chanakya Hridaya, hereby confirm, certify and declare that all statements, disclosures and undertakings specifically made,
confirmed or undertaken by me in this Red Herring Prospectus about or in relation to me as a Promoter Selling Shareholder
and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures
and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the
Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Chanakya Hridaya

Date: November 7, 2024

Place: Bangalore

456
 DECLARATION BY SELLING SHAREHOLDER

I, Ramasubramanian Balasubramaniam, hereby confirm, certify and declare that all statements, disclosures and undertakings
specifically made, confirmed or undertaken by me in this Red Herring Prospectus about or in relation to me as a Promoter
Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other
statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Ramasubramanian Balasubramaniam

Date: November 7, 2024

Place: Bangalore

457
 DECLARATION BY THE SELLING SHAREHOLDER

We, Accel India IV (Mauritius) Limited, hereby confirm that all statements and undertakings specifically made or confirmed
or undertaken by us in this Red Herring Prospectus in relation to ourselves, as an Investor Selling Shareholder and our
respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating
to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Signed for and on behalf of Accel India IV (Mauritius) Limited

Name: Aslam Kooman

Designation: Director

Date: November 7, 2024

Place: Ebene, Mauritius

458
 DECLARATION BY THE SELLING SHAREHOLDER

We, Quickroutes International Private Limited, hereby confirm that all statements and undertakings specifically made or
confirmed or undertaken by us in this Red Herring Prospectus in relation to ourselves, as an Investor Selling Shareholder and
our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating
to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Signed for and on behalf of Quickroutes International Private Limited

Name: Ankit Bajoria

Designation: Director

Date: November 7, 2024

Place: Singapore

459
 DECLARATION BY THE SELLING SHAREHOLDER

We, International Finance Corporation, hereby confirm that all statements and undertakings specifically made by us in this
Red Herring Prospectus in relation to ourselves as an Investor Selling Shareholder and our portion of the Offered Shares, are
true and correct. We assume no responsibility, for any other statements, including statements made or confirmed by or
relating to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Authorised Signatory

Signed for and on behalf of International Finance Corporation

Name: Hoi Ying So

Date: November 7, 2024

Place: Washington DC, USA

460
 DECLARATION BY THE SELLING SHAREHOLDER

We, Internet Fund III Pte Ltd, hereby confirm, certify and declare that all statements, disclosures and undertakings
specifically made, confirmed or undertaken by us in this Red Herring Prospectus about or in relation to us as an Investor
Selling Shareholder and our portion of the Offered Shares, are true and correct. We assume no responsibility, for any other
statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Signed for and on behalf of Internet Fund III Pte Ltd

Name: Deep Varma Designation of authorised signatory: Director

Date: November 7, 2024

Place: Singapore

461
 DECLARATION BY THE SELLING SHAREHOLDER

We, Sands Capital Private Growth II Limited, hereby confirm that all statements and undertakings specifically made or
confirmed or undertaken by us in this Red Herring Prospectus in relation to ourselves, as an Investor Selling Shareholder and
our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating
to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Signed for and on behalf of Sands Capital Private Growth II Limited

Name: Mohinee Bhollah

Designation: Director

Date: November 7, 2024

Place: Mauritius

462
 DECLARATION BY THE SELLING SHAREHOLDER

We, Sands Capital Private Growth II Limited, hereby confirm that all statements and undertakings specifically made or
confirmed or undertaken by us in this Red Herring Prospectus in relation to ourselves, as an Investor Selling Shareholder and
our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating
to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Signed for and on behalf of Sands Capital Private Growth II Limited

Name: Erin Soule

Designation: Director

Date: November 7, 2024

Place: USA

463
 DECLARATION BY THE SELLING SHAREHOLDER

We, Peak XV Partners Investments VI (formerly known as SCI Investments VI), hereby confirm that all statements and
undertakings specifically made or confirmed or undertaken by us in this Red Herring Prospectus in relation to ourselves, as an
Investor Selling Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no
responsibility, for any other statements, disclosures and undertakings, including, any of the statements, disclosures or
undertakings made or confirmed by or relating to the Company, or any other Selling Shareholders or any other persons in this
Red Herring Prospectus.

_____________________________
Signed for and on behalf of Peak XV Partners Investments VI (formerly known as SCI Investments VI)

Name: Satyadeo Bissesur

Designation: Director

Date: November 7, 2024

Place: Mauritius

464
 DECLARATION BY THE SELLING SHAREHOLDER

We, VEF AB (publ), hereby confirm that all statements and undertakings specifically made or confirmed or undertaken by us
in this Red Herring Prospectus in relation to ourselves, as an Investor Selling Shareholder and our respective portion of the
Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures and undertakings,
including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company, or any other
Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Signed for and on behalf of VEF AB (publ)

Name: Helena Caan Mattsson

Designation: General Counsel, Authorized Signatory

Date: November 7, 2024

Place: Stockholm, Sweden

465
 DECLARATION BY THE SELLING SHAREHOLDER

We, Sands Capital Private Growth Limited PCC, Cell D, hereby confirm that all statements and undertakings specifically
made or confirmed or undertaken by us in this Red Herring Prospectus in relation to ourselves, as an Investor Selling
Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other
statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Signed for and on behalf of Sands Capital Private Growth Limited PCC, Cell D

Name: Mohinee Bhollah

Designation: Director

Date: November 7, 2024

Place: Mauritius

466
 DECLARATION BY THE SELLING SHAREHOLDER

We, Sands Capital Private Growth Limited PCC, Cell D, hereby confirm that all statements and undertakings specifically
made or confirmed or undertaken by us in this Red Herring Prospectus in relation to ourselves, as an Investor Selling
Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other
statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Signed for and on behalf of Sands Capital Private Growth Limited PCC, Cell D

Name: Erin Soule

Designation: Director

Date: November 7, 2024

Place: USA

467
 DECLARATION BY SELLING SHAREHOLDER

I, Sanjiv Rangrass, hereby confirm, certify and declare that all statements, disclosures and undertakings specifically made,
confirmed or undertaken by me in this Red Herring Prospectus about or in relation to me as an Investor Selling Shareholder
and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures
and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the
Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Sanjiv Rangrass

Date: November 7, 2024

Place: Bangalore

468
 DECLARATION BY SELLING SHAREHOLDER

Rajkumari Yabaji, the Other Selling Shareholder, hereby confirms, certifies and declares that all statements, disclosures and
undertakings specifically made, confirmed or undertaken by her in this Red Herring Prospectus about or in relation to her as a
Selling Shareholder and her portion of the Offered Shares, are true and correct. She assumes no responsibility, for any other
statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
or relating to the Company, or any other Selling Shareholders or any other persons in this Red Herring Prospectus.

_____________________________
Rajesh Kumar Naidu Yabaji (as the duly constituted attorney for Rajkumari Yabaji, the Other Selling Shareholder)

Date: November 7, 2024

Place: Bangalore

469