Shadowfax Technologies Ltd Directors Report

5. TRANSFER TO RESERVES

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

6. CHANGE IN THE NATURE OF BUSINESS

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

7. SHARE CAPITAL STRUCTURE

A. CHANGES IN AUTHORISED SHARE CAPITAL

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

B. CHANGES IN PAID UP SHARE CAPITAL

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

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

Further, during the year under review, the Company allotted the following equity shares:

8. DEBENTURES

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

9. ANNUAL RETURN

10. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

12. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

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

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

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

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

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

B. Internal Auditor

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

During the year under review, M/s Grant Thornton Bharat LLP, were engaged as Internal Auditor of the Company. They carried out the internal audit of the 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

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

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

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

Annual Secretarial Compliance Report

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Composition of the Board

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

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

ii. Appointment and Resignations of the Directors

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

iii. Director Retiring by Rotation:

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

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

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

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

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

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

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

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

v. Declarations by Independent Directors:

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

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

vi. Performance Evaluation

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

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

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

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

18. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

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

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

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

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

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

A. Conservation of energy

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

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

B. Technology Absorption

i. The efforts made towards technology absorption; and

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

Key initiatives and the corresponding benefits are as below:

• Automation of delivery centre operations:

The Company deployed automated sortation systems across key delivery

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

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

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

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

iii. In case of imported technology (imported

during the last 3 years reckoned from the

beginning of the financial year: NA

a. The details of technology imported - NA

b. The year of import - NA

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

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

iv. The expenditure incurred on Research and

Development- NA

C. Foreign Exchange Earnings and Outgo

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

21. DEPOSITS

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

22. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

Your 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 2026, and the date of this report.

25. PARTICULARS OF EMPLOYEES

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

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

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

26. EMPLOYEE STOCK OPTION PLAN

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

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

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

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

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

27. NOMINATION AND REMUNERATION POLICY

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

28. VIGIL MECHANISM & WHISTLE BLOWER POLICY

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

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

29. CORPORATE GOVERNANCE

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

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

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

30. COMPLIANCE OF SECRETARIAL STANDARDS

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

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

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

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

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

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

32. COST RECORDS

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

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

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

34. ACKNOWLEDGEMENT

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