Shadowfax Technologies Ltd Directors Report

To

The Members of

Shadowfax Technologies Limited

The Board of Directors ( Board ) hereby submits the report of the business and operations of Shadowfax Technologies Limited ( Company ) together with the audited financial statements, for the financial year ended on 31 March, 2025.

1. FINANCIAL HIGHLIGHTS

The summarized financial performance of the Company for the financial year ended 31 March, 2025, is given below:

Amount (in Million)

Particulars	31 March, 2025	31 March, 2024	31 March, 2025	31 March, 2024
Revenue from Operations	24,851.31	18,848.22	24,671.95	18,848.22
Other income	295.26	116.60	295.45	116.60
Total Income	25,146.57	18,964.82	24,967.40	18,964.82
Total Expenditure	25,085.97	19,083.64	24,905.24	19,083.64
Profit/(Loss) before exceptional and extraordinary items and tax	60.60	(118.82)	62.16	(118.82)
Adjustments for extraordinary / exceptional items	-	-	-	-
Profit/(Loss) Before Tax	60.60	(118.82)	62.16	(118.82)
Less: Tax Expenses
- Current tax	-	-	-	-
- Deferred Tax	(3.66)	-	-	-
Profit/(Loss) Before Tax	64.26	(118.82)	62.16	(118.82)
Other comprehensive income
- Actuarial gain / (loss on remeasurement of defined employee benefit plans)	4.06	8.26	5.19	8.26
- Income tax relating to this item or loss	-	-	-	-
Total comprehensive income for the year	68.32	(110.56)	67.35	(110.56)
Earnings per equity share ( per share)
- Basic	0.13	(0.28)	0.13	(0.28)
- Diluted	0.13	(0.28)	0.13	(0.28)

2. STATE OF COMPANYS AFFAIRS Standalone Financial Performance

During the financial year ended March 31, 2025 (FY25), the Company recorded revenue from operations of INR 24,671.95 Million on a standalone basis, as compared to INR 18,848.22 Million in the previous financial year ended March 31, 2024 (FY24), reflecting an increase of 30.90%. The Company reported a profit after tax of INR 62.16 Million for FY25, as against a loss of INR 118.82 Million in FY24, resulting in an improvement of INR 180.98 Million. Standalone EBITDA (excluding other income) for FY25 stood at INR 551.24 Million as compared to INR 113.72 Million in FY24.

Consolidated Financial Performance

On a consolidated basis, the revenue from operations for FY25 amounted to INR 24,851.31 Million, as compared to INR 18,848.22 Million in FY24, registering an increase of 31.85%. The consolidated profit after tax for FY25 was INR 64.26 Million, as against a loss of INR 118.82 Million in FY24, reflecting an improvement of INR 183.08 Million. Consolidated EBITDA (excluding other income) stood at INR 561.86 Million for FY25, as compared to INR 113.72 Million in the previous financial year.

During the year under review, the Company completed ten years of operations. Incorporated in 2015 as a technology-enabled logistics enterprise, the Company has, over the years, expanded its operations and service offerings and operates as a third-party logistics (3PL) service provider supporting digital commerce in India. The Company has progressively strengthened its operational capabilities, service portfolio, and network reach over the past decade.

The Company provides a range of logistics services to its customers, including express parcel delivery, reverse logistics, hand-inhand exchange services, same-day and next- day delivery solutions, quick commerce and hyperlocal logistics, mobility support, and other related services. The Company serves a diversified customer base comprising e-commerce, quick commerce, and food delivery platforms.

The Companys operations are supported by its nationwide infrastructure and technology- enabled operating model. As at March 31, 2025, the Company operated over 3,400 touchpoints across India, covering more than 14,300 pin codes, with an operational area of over 2.5 million square feet, including 47 sortation centres. The Company follows an asset-light model with fully leased facilities while owning key automation and machinery, which provides operational flexibility and capital efficiency.

The Company has also developed a crowdsourced last-mile delivery network, with over 140,000 average quarterly unique transacting delivery partners across more than 2,200 cities. This delivery partner model enables scalability of operations and cost optimisation.

Technology forms an integral part of the Companys operations. The Company has developed proprietary technology platforms, including systems for supply-demand allocation, fraud detection and prevention, and address intelligence and geo-coding, which support operational efficiency, security, and traceability. The Company has also undertaken investments in automation across its logistics infrastructure, including deployment of advanced sorting systems at its sortation centres.

The Company continues to be guided by an experienced leadership team and remains committed to maintaining appropriate standards of corporate governance, employee welfare, and environmental responsibility. During the year, the Company continued initiatives towards adoption of electric vehicles in its last- mile delivery operations. Going forward, the Company intends to focus on strengthening its operations and supporting the growth of Indias digital commerce ecosystem, subject to prevailing market conditions and applicable regulatory requirements.

3. CONVERSION TO PUBLIC LIMITED COMPANY

Pursuant to the resolution passed by the Board of Directors at its meeting held on 3 March, 2025, and the subsequent approval of the shareholders at their meeting held on 6 March, 2025, the Company has been converted into a Public Limited Company with effect from 21 April, 2025, in accordance with the provisions of the Companies Act, 2013 and as evidenced by the Certificate of Incorporation issued by the Registrar of Companies, Central Processing Centre, dated 21 April, 2025.

4. DIVIDEND

During the financial year under review, the Board has not recommended any dividend on equity shares.

5. TRANSFER TO RESERVES

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

6. CHANGE IN THE NATURE OF BUSINESS

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

7. SHARE CAPITAL STRUCTURE

A. CHANGES IN AUTHORISED SHARE CAPITAL

During the financial year ending 31 March, 2025, there was an increase in the authorized share capital of the Company from:

INR 2,49,55,60,860/- (Rupees Two Forty Nine Crores Fifty Five Lakhs Sixty Thousand Eight Hundred and Sixty only) comprising of:

(i) 3,35,140 (Three Lakhs Thirty Five Thousand One Hundred and Forty) Equity Shares of INR 10/- (Indian Rupees Ten only) each;

(ii) 82,320 (Eighty Two Thousand Three Hundred and Twenty) Series A Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees One Hundred only) each;

(iii) 57,560 (Fifty Seven Thousand Five Hundred and Sixty) Series B Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees Hundred only) each;

(iv) 1,42,900 (One Lakh Forty Two Thousand Nine Hundred) Series C Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees Hundred only) each;

(v) 1,90,000 (One Lakh Ninety Thousand) Series D Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees Hundred only) each;

(vi) 2,000 (Two Thousand) Series D1 Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees Hundred only) each;

(vii) 30,000 (Thirty Thousand) Series D2 Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees One Hundred only) each;

(viii) 16,415 (Sixteen Thousand Four Hundred and Fifteen) Series D2A Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees One Hundred only) each;

(ix) 35,250 (Thirty Five Thousand Two Hundred Fifty) Series E1 Cumulative Compulsorily Convertible Preference Shares of INR 30,639/- (Indian Rupees Thirty Thousand Six Hundred and Thirty Nine only) each; and

(x) 44,390 (Forty Four Thousand Three Hundred Ninety) Series E2 Cumulative Compulsorily Convertible Preference Shares of INR 30,639/- (Indian Rupees Thirty Thousand Six Hundred and Thirty Nine only) each.

To INR 900,00,00,000/- (Indian Rupees Nine

Hundred Crores Only) comprising of:

(i) 63,88,54,854 (Sixty Three Crores Eighty Eight Lakhs Fifty Four Thousand Eight Hundred and Fifty Four) Equity Shares of INR 10/- (Indian Rupees Ten only) each;

(ii) 82,320 (Eighty Two Thousand Three Hundred and Twenty) Series A Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees One Hundred only) each;

(iii) 57,560 (Fifty Seven Thousand Five Hundred and Sixty) Series B Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees Hundred only) each;

(iv) 1,42,900 (One Lakh Forty Two Thousand Nine Hundred) Series C Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees Hundred only) each;

(v) 1,90,000 (One Lakh Ninety Thousand) Series D Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees Hundred only) each;

(vi) 2,000 (Two Thousand) Series D1 Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees Hundred only) each;

(vii) 30,000 (Thirty Thousand) Series D2 Cumulative Compulsorily Convertible

Preference Shares of INR 100/- (Indian Rupees One Hundred only) each;

(viii) 16,415 (Sixteen Thousand Four Hundred and Fifteen) Series D2A Cumulative Compulsorily Convertible Preference Shares of INR 100/- (Indian Rupees One Hundred only) each;

(ix) 35,250 (Thirty Five Thousand Two Hundred Fifty) Series E1 Cumulative Compulsorily Convertible Preference Shares of INR 30,639/- (Indian Rupees Thirty Thousand Six Hundred and Thirty Nine only) each;

(x) 44,390 (Forty Four Thousand Three Hundred Ninety) Series E2 Cumulative Compulsorily Convertible Preference Shares of INR 30,639/- (Indian Rupees Thirty Thousand Six Hundred and Thirty Nine only) each;

(xi) 5,500 (Five Thousand Five Hundred) Series Y1 Cumulative Compulsorily Convertible Preference Shares of INR 10/- (Indian Rupees Ten only) each;

(xii) 5,500 (Five Thousand Five Hundred) Series Y2 Cumulative Compulsorily Convertible Preference Shares of INR 10/- (Indian Rupees Ten only) each;

(xiii) 10,700 (Ten Thousand Seven Hundred) Series Y3 Cumulative Compulsorily Convertible Preference Shares of INR 10/- (Indian Rupees Ten only) each; and

(xiv) 23,805 (Twenty Three Thousand Eight Hundred and Five) Series F Cumulative Compulsorily Convertible Preference Shares of INR 5,000 (Indian Rupees Five Thousand only) each.

B. CHANGES IN PAID UP SHARE CAPITAL

The paid-up share capital of the Company as on 31 March, 2025 is detailed below:

S. No.	Type of Security	No of shares	Face value (in INR)	Paid up capital (in INR)
1.	Equity shares	15,17,88,972	10	1,51,78,89,720
2.	Compulsory Convertible Preference Shares	4,54,888	100	4,54,88,800
3.	Compulsory Convertible Preference Shares	79,640	30,639	2,44,00,89,960
4.	Compulsory Convertible Preference Shares	21,358	10	2,13,580
5.	Compulsory Convertible Preference Shares	23,805	5,000	11,90,25,000
	Total paid up capital			4,12,27,07,060

During the year under review, the following securities were issued:

Sr. No.	Type of Securities	No. of Securities	Face Value of Security (in INR)	Date of Allotment
1.	Series Y1 CCPS*	5,340	10	03/12/2024
2.	Series Y2 CCPS*	5,339	10	03/12/2024
3.	Series Y3 CCPS*	10,679	10	03/12/2024
4.	Equity shares **	11,283	10	02/01/2025
5.	Series F CCPS#	5,773	5,000	28/01/2025
6.	Series F CCPS#	16,194	5,000	04/02/2025
7.	Series F CCPS#	1,838	5,000	06/02/2025
8.	Equity shares ***	15,14,86,000	10	07/03/2025

* Series Y1, Y2, Y3 CCPS were allotted as partly paid-up shares on private placement cum preferential basis and were made fully paid on 04 March, 2025.

**Equity shares were allotted pursuant to exercise of ESOP.

*** Equity shares CCPS were allotted as Bonus Shares to the Equity Shareholders in the proportion of 500:1. #Series F CCPS were allotted on private placement cum preferential basis.

Further, during the year under review, the following securities were converted to Equity Shares:

Sr. No.	Type of Securities	No. of Securities	Face Value of Equity Shares (in INR)	Date on which securities were converted to Equity
1	Series B CCPS	51,202	10	11/02/2025

8. DEBENTURES

As on 31 March, 2025, the Company had 750 Redeemable Non-Convertible Debentures (NCD) having a face value of INR 10,00,000 (Indian Rupees Ten Lakh only) each.

9. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, the Annual Return of the Company will be uploaded on the website of the Company - https://www.shadowfax.in/.

10. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company invested INR 454.86 Million in the equity & preference shares of Criticalog India Private Limited. As a result, Criticalog India Private Limited became a subsidiary of the Company w.e.f. 28 January, 2025.

Accordingly, as of 31 March, 2025, the Company has one subsidiary, namely Criticalog India Private Limited. The Company does not have any joint ventures or associate companies as on that date.

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

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

During the financial year under review, the Company was not required to transfer any funds or equity shares to the Investor Education and

Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Companies Act, 2013. The Company also does not have any unclaimed dividend pending transfer to the Unpaid Dividend Account.

12. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants, (Firms Registration No: 101248W/W-100022), were appointed as the statutory auditors of the Company for a term of five (5) years, from the conclusion of the 6 th Annual General Meeting until the conclusion of the 11 th Annual General Meeting, to be held in the year 2026 and subject to ratification at every Annual General Meeting.

Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013, and the relevant rules made there under, the Statutory Auditors have confirmed that they are eligible and not disqualified to continue as Auditors of the Company.

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

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

B. Internal Auditor

The Company also maintains a dedicated, independent, and professional Internal Audit function. This function, composed of highly qualified professionals, serves as a vital

assurance provider, systematically evaluating and enhancing the effectiveness of the internal control systems and governance processes. All the reports are regularly presented to the management to facilitate timely corrective actions and continuous improvement.

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

C. Secretarial Auditor

Since the Company became Public Limited Company with effect from 21 April, 2025, the provisions of section 204 of the Companies Act, 2013 are not applicable for the financial year 2024-25.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Composition of the Board

The Board is constituted as per the provisions of the Companies Act, 2013. The Board as on 31 March, 2025, comprises of the following Directors:

Sr Name of Director No.		Designation
1.	Mr. Abhishek Bansal	Director
2.	Mr. Vaibhav Khandelwal	Director
3.	Mr. Hemant Gundopant Badri	i* Non-Executive Director
4.	Mr. Mamtesh Sugla*	Non-Executive Director
5.	Mr. Bijou Kurien	Independent Director
6.	Mr. Pirojshaw Aspi Sarkari	Independent Director
7.	Mr. Ruchira Shukla	Independent Director

*Mr. Mamtesh Sugla & Mr. Hemant Gundopant Badri resigned from the position of directors of the Company on 02 June, 2025 and 10 June, 2025 respectively.

ii. Appointment and Resignations of the Directors

During the year under review, Mr. Abhishek Bansal was appointed as Chairman of the Board and the General Meetings of the Company with effect from 23 January, 2025.

Mr. Aditya Gurunath Systla has resigned from the position of Director of the Company effective 10 March, 2025.

Further Mr. Bijou Kurien, Mr. Pirojshaw Sarkari and Ms. Ruchira Shukla were appointed as Independent Directors of the Company w.e.f. 01 January, 2025 and 21 January, 2025 respectively.

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

iii. Director Retiring by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vaibhav Khandelwal, Whole-time Director, is liable to retire by rotation at the 10 th Annual General Meeting of the Company scheduled to be held on Monday, 29 September, 2025, and being eligible, has offered himself for re-appointment.

iv. Appointment of Key Managerial Personnel during the year

During the financial year under review, Mr. Krishnakanth G V was appointed as Company Secretary & Compliance Officer of the Company with effect from 11 November, 2024.

Further, post the closure of the financial year, the following persons were identified as Key Managerial Personnel of the Company consequent to conversion of the Company from Private Limited to Public Limited:

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

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

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

- Pursuant to appointment of Mr. Gaurav Jaithlia and Mr. Praharsh Chandra as wholetime directors of the Company w.e.f. 23 June, 2025 they were identified as Key Managerial Personnel of the Company

v. Independent Directors

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

Independent Directors have given declarations that they have complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. The Independent Directors have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

vi. Performance Evaluation

Since the Company became Public Limited Company with effect from 21 April, 2025, the annual evaluation of the performance of the Board, its committees and individual directors is not applicable for the financial year 2024-25.

vii. Number of Board Meetings

During the year under review, the Board duly met 9 times. The maximum gap between any two consecutive Board meetings did not exceed 120 days.

Detailed information regarding dates of meetings of the Board held during the financial year 2024-25 indicating the number of meetings attended by each Director is provided below:

Sr. No.		Total Number of directors as on the date of meeting	Attendance
	Date of Board Meeting		Number of directors attended	% of Attendance
1.	08/07/2024	5	2	40%
2.	25/07/2024	5	5	100%
3.	17/09/2024	5	5	100%
4.	23/10/2024	5	5	100%
5.	03/12/2024	5	4	80%
6.	13/01/2025	6	6	100%
7.	23/01/2025	8	8	100%
8.	11/02/2025	8	8	100%
9.	03/03/2025	8	6	75%

The necessary quorum was present at all the Board Meetings.

viii. Committees of the Board

Pursuant to conversion of the Company to Public Limited Company, the Board has reconstituted its Audit Committee and the Compensation Committee in accordance with the provisions of the Companies Act, 2013, The Compensation Committee has also been renamed as the Nomination and Remuneration Committee,

effective 21 April, 2025. In addition, the Board has constituted the following additional committees:

1. Stakeholders Relationship Committee

2. Risk Management Committee

3. Corporate Social Responsibility Committee

4. IPO Committee

The first three committees have been constituted with effect from 21 April, 2025, and the IPO Committee with effect from 23 June, 2025.

a) Audit Committee Meeting:

During the year under review, the members of the Audit Committee met once.

Detailed information regarding date of meeting and members attendance is provided below:

		Attendance
Sr. No. Date of Meeting	as on the date of meeting	Number of members attended	% of Attendance
1. 25/07/2024	3	3	100%

The necessary quorum was present at the Audit Committee meeting. b) Compensation Committee Meeting

During the year under review, the members of the Compensation Committee met twice. Detailed information regarding date of meeting and members attendance is provided below:

		Attendance
Sr. No. Date of Meeting	as on the date of meeting	Number of members attended	% of Attendance
1. 29/04/2024	2	2	100%
2. 25/07/2024	3	3	100%

The necessary quorum was present at both Compensation Committee meetings.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief confirm and state that:

(a) in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

The Particulars of loans, guarantees or investments have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Act, in relation to Loans, Guarantee and Investments, during the FY 202425.

16. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company, during the year under review, with related parties were in the ordinary course of business and on arms length basis.

Hence, the disclosures in Form No. AOC-2 are not applicable.

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

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in its premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has a robust policy in place for prevention of sexual

harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the financial year ended on 31 March, 2025, the ICC did not receive any complaints pertaining to any sexual harassment.

Details of complaints received and disposed of during the Financial Year 2024-25 are as follows:

Number of complaints received during the financial year	Number of complaints disposed of during the financial year	Number of complaints pending more than ninety days
-	-	-

18. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

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

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

19. DETAILS OF APPLICATION MADE OR ANY PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

During the financial year under review, there was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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

A. Conservation of energy

I n the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposal for additional investment in this regard. The details of energy consumption are not required to be given.

B. Technology Absorption

i. The efforts made towards technology absorption; and

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

Key initiatives and the corresponding benefits are as below:

- Enhanced capabilities of our proprietary AI- based address intelligence system SF Maps to further improve delivery accuracy and operational efficiency

- Expanded SF Shield, the Companys logistics security framework, with shipment-level surveillance and SF Eye, an AI-based image

recognition system enhancing integrity and service quality within the gig workforce

- Introduced hand-in-hand exchange capability, enabling faster replacement of returned shipments and improving customer experience

- Enhanced same-day and next-day delivery offerings by making the network more responsive to client requirements, contributing to portfolio expansion

- Rolled out new feature upgrades in the delivery partner application, improving user experience, transparency, and operational productivity

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year: NA

a. The details of technology imported - NA

b. The year of import - NA

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

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

iv. The expenditure incurred on Research and Development- NA

C. Foreign Exchange Earnings and Outgo

During the year under review, the Foreign Exchange earnings of the company were Nil and Foreign Exchange outgo was 15.20 million (Previous Year 12.36 million).

21. DEPOSITS

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

22. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically

addressed through mitigating actions on a continuing basis.

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

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

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

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

There have been no significant material changes and commitments affecting the financial position of the Company, between the end of the financial year, i.e., 31 March, 2025, and the date of this report.

25. PARTICULARS OF EMPLOYEES

As on 31 March, 2025, the Company had a total of 3,545 employees on its payroll, comprising of 3,390 males, 155 female, and 0 transgender employees. The Company recognizes its employees as key stakeholders and is committed to attracting, nurturing, and retaining top talent. It fosters a collaborative, transparent, and participative work environment that rewards merit and high performance.

The information required in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and financial statements are being sent to the Members, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

26. EMPLOYEE STOCK OPTION PLAN

In order to develop and implement a long-term incentive program to effectively attract, motivate and retain the best talent from the industry in a competitive environment and to encourage employees to align individual performance with Company objectives, the Company has implemented the Employee Stock Option Plan 2016 (Plan). The Plan has been adopted by the members of the Company vide resolution passed at an Extra Ordinary General Meeting held on 15

December, 2016 and subsequently amended on 15 February, 2019, 24 December, 2020, 28 March, 2024 and 15 January, 2025, pursuant to resolutions passed by the shareholders of the Company.

The following disclosures are being made upto 31 March, 2025, as required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014:

a.	options granted during the year	20,696
b.	options vested	50,451
c.	options exercised	11,283
d.	the total number of shares arising as a result of the exercise of option	11,283
e.	options lapsed	1,536
f.	the exercise price	INR 10 per option
g.	variation of terms of options	-
h.	money realized by exercise of options	1,12,830
i.	total number of options in force	82,559
j.	employee wise details of options granted to:-
	(i) key managerial personnel	5,017*
	(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	-
	(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of the grant

*Includes options granted to employees who have later been appointed as KMPs.

27. NOMINATION AND REMUNERATION POLICY

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

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Remuneration Policy are annexed as Annexure 111 hereto and forms part of this report. The details of the remuneration paid to the directors during the year are provided in the Annual Return which forms a part of this Report.

28. CORPORATE GOVERNANCE

The Company believes in the philosophy of conducting business through fair and ethical means and has set in the best of corporate governance practices in its day-to-day operations aimed at building trust with all stakeholders. The Companys governance structure is in line with the applicable laws and regulations.

29. COMPLIANCE OF SECRETARIAL STANDARDS

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

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social

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

The Annual Report on CSR activities for the financial year 2024-25, prepared in accordance with Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed to this Report and marked as Annexure-II.

31. COST RECORDS

The Company does not fall under the provisions of Section 148 of the Companies Act, 2013 during the financial year ended on 31 March, 2025. Accordingly, the Company is not required to maintain cost records as per the provisions of the Companies Act, 2013.

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

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

33. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

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

34. ACKNOWLEDGEMENT

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

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

Sd/-	Sd/-
Mr. Abhishek Bansal	Mr. Vaibhav Khandelwal
Managing Director & CEO	Whole Time Director & CTO
DIN: 07155421	DIN: 07155413
Date: 26/09/2025
Place: Bengaluru