Zinka Logistics Solutions Ltd Directors Report

(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;

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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.

Managements Responsibility for the Restated Consolidated Financial Information

Auditors Responsibilities

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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.

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.

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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 Companys 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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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 Companys 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)

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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)

(*) 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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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