The Board of Directors ("the Board") present the 11th (Eleventh) Board Report on business, operations and performance of BlackBuck Limited (Formerly known as Zinka Logistics Solutions Limited) ("the Company"/ "BlackBuck"), along with Audited Financial Statements and the Auditors' Report thereon for the financial year (FY) ended March 31,2026.
1. Financial Highlights:
The highlights on the Company's financial statements on a standalone and consolidated basis are summarized below:
|
Particulars
|
Standalone
|
Consolidated
|
|
FY2025-26
|
FY2024-25
|
FY2025-26
|
FY2024-25
|
|
Revenue from operations
|
6,409.77
|
4,219.39
|
6,519.67
|
4,267.28
|
|
Total income
|
7,021.27
|
4,575.50
|
7,146.03
|
4,623.98
|
|
Total expenses
|
(5,274.78)
|
(3,671.50)
|
(5,432.98)
|
(3,715.26)
|
|
Profit before exceptional items and tax from continuing operations
|
1,746.49
|
904.00
|
1,713.05
|
908.72
|
|
Exceptional items (net)
|
(38.30)
|
(3,737.94)
|
(38.30)
|
(3,737.94)
|
|
Total tax expenses / (credit)
|
70.83
|
(2,447.44)
|
71.32
|
(2,446.43)
|
|
Profit /(loss) from continuing operations (A)
|
1,637.36
|
(386.50)
|
1,603.43
|
(382.79)
|
|
Profit from discontinued operations (B)
|
-
|
296.24
|
-
|
296.24
|
|
Profit/(loss) for the year (A B)
|
1,637.36
|
(90.26)
|
1,603.43
|
(86.55)
|
|
Other comprehensive income for the year
|
0.38
|
4.93
|
1.77
|
4.93
|
|
Total comprehensive income for the year
|
1,637.74
|
(85.33)
|
1,605.20
|
(81.62)
|
(Note: The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects of Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.)
2. Review of Operations and the state of the Company's affairs:
The highlights of the Company's performance on Standalone basis are as under:
i. Revenue from operations grew to H 6,409.77 million in FY26 from H 4,219.39 million in FY25, a growth of 51.91% Year on Year basis.
ii. The Total income grew to H 7,021.27 million in FY26 from H4,575.50 million in FY25, a growth of 53.45% Year on Year basis.
iii. Profit before exceptional items and tax from continuing operations (PBT) increased to H 1,746.49 million in FY26, compared to H 904.00 million in FY25.
iv. Profit after tax (PAT) from business activities scaled to H1,637.36 million in FY26 as against loss of H 90.26 million in FY25.
The operational performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Report.
3. Subsidiaries, Associate Companies & Joint Ventures:
The Company has following wholly owned subsidiaries as on March 31,2026. The details are as follows:
. BlackBuck Finserve Private Limited:
BlackBuck Finserve Private Limited ("BBFS") was incorporated on January 29, 2019. BBFS is a systemically important non-deposit taking Non¬ Banking Financial Company (NBFC). BBFS has received the Certificate of Registration dated August 31,2023 from the Reserve Bank of India (RBI) to carry business of Non-Banking Financial institution without accepting public deposits (NBFC-ND). The Company is primarily engaged in business of providing loans for Purchase of Commercial Vehicles.
. TZF Logistics Solutions Private Limited:
TZF Logistics Solutions Private Limited ("TZF") was incorporated on August 29, 2018. TZF is engaged in providing logistics services through its platform.
There has been no material change in the nature of the business of such subsidiaries, except that the Reserve Bank of India has granted a Prepaid Payment Instruments (PPI) license to TZF on July 03, 2025. This authorisation enables TZF to issue and operate PPIs, allowing customers to make payments, remittances, and other transactions through a secure digital wallet system, in compliance with applicable regulatory guidelines.
As per Rule 8(5) (iv) of the Companies (Accounts) Rules, 2014, no Company ceased to be a subsidiary of the Company during FY26. However, ZZ Logistics Solutions Private Limited ("ZZLSPL"), a non-material wholly owned subsidiary of the Company has been struck off by the Ministry of Corporate Affairs on an application filed by the ZZLSPL in this regard. Accordingly, ZZLSPL ceased to exist as a wholly owned subsidiary of the Company with effect from May 1 1,2026.
The report on the performance and financial position of each subsidiary, as applicable and salient features of their Financial Statements in the prescribed Form AOC-1, is annexed to this Report as Annexure I.
Further, contribution of subsidiaries to the overall performance of the Company has been disclosed in note 25 of the Consolidated Financial Statements.
In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on the website of the Company athttps://a. blbk.in/Financials Informationfor inspection by the Members.
Pursuant to the provisions of Regulation 16(c) of the SEBI Listing Regulations, the Board has approved and adopted a Policy for determining Material Subsidiary. The said policy is uploaded on the website of the Company athttps://a.blbk.in/material-subsidiary.
The company has no joint ventures or associate companies.
Appropriations to general reserve for the financial year ended March 31, 2026 as per financial statements are as under:
|
Particular
|
Standalone
|
Consolidated
|
|
Balance of Reserve at the beginning of the year
|
(14,327.26)
|
(14,313.53)
|
|
Profit for the year
|
1,637.36
|
1,603.43
|
|
Re-measurement Profit/(Loss) on post¬ employment benefit obligation
|
0.51
|
2.36
|
|
Tax impact on above
|
(0.13)
|
(0.59)
|
|
Transfer to statutory reserves under section 451A of RBI Act
|
|
|
|
Transfer from stock options outstanding account
|
|
|
|
Balance of Reserve at the end of the year
|
(12,689.52)
|
(12,708.33)
|
5. Dividend:
During the FY26, the Board has not recommended any Dividend. The Dividend Distribution Policy is available on the Company's website athttps://a.blbk.in/dividend- distribution.
6. Transfer of Amounts to Investor Education and Protection Fund:
The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
7. Material changes and commitments:
There have been no material changes and commitments affecting the financial position of the Company which has occurred during the financial year and till the date of report except for as stated below:
i. Change in name of the Company
The name of the Company was changed from "Zinka Logistics Solutions Limited" to "BlackBuck Limited" with effect from August 20, 2025, pursuant to the approval of the Registrar of Companies, Ministry of Corporate Affairs ("MCA").
ii. Change of Registered office of the Company
The registered office of the Company was changed from "Vaswani Presidio, II Floor, 84/2, Outer Ring Rd, Kadubeesanahalli, Bengaluru, Karnataka 560103" to "Essae Vaishnavi-Summit" 1st Floor, No-6/B, 7th Main, 80 Feet Road, 3rd Block, Koramangala Industrial Layout, Corporation Ward No. 68, Koramangala, Bengaluru - 560034, Karnataka, India with effect from May 19, 2026.
iii. Registration as Corporate Agent (Composite)
During FY26, the Company received a Certificate of Registration from the Insurance Regulatory and Development Authority of India (IRDAI) to act as a Corporate Agent (Composite) under Section 42D of the Insurance Act, 1938 and the IRDAI (Registration of Corporate Agents) Regulations, 2015. The registration was granted on July 31,2025 to BlackBuck Limited.
This registration enables the Company to expand its business offerings in the insurance sector by distributing insurance products as a Corporate Agent (Composite), subject to compliance with applicable regulatory requirements. The certificate of registration is valid for a period of three years from the date of issue, unless renewed in accordance with the applicable regulations.
The Company is committed to complying with all applicable provisions of the Insurance Act, 1938 and the regulations, guidelines and directions issued by IRDAI from time to time in connection with its Corporate Agent (Composite) operations.
8. Details of utilisation of Initial Public Offer ("IPO") Proceeds:
Your Company undertook an Initial Public Offering ("IPO") of its Equity Shares during FY2024-25 and was subsequently listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as "Stock Exchanges") on November 22, 2024.
The proceeds realised by the Company from the IPO are being utilised as per objects of the offer disclosed in the Prospectus of the Company.
Funds unutilised as on March 31,2026 is H1,056.39 million. There has been no deviation in the utilisation of the IPO proceeds of the Company. The statement of deviation/ variation in utilisation of funds and the Monitoring Agency Report is available at the Company's website athttps:// www.blackbuck.com/investor-relations.html
Statement of utilisation of IPO proceeds as on March 31, 2026 is provided below:
|
Original Object
|
Modified Object, if any
|
Original
Allocation
|
Modified allocation, if any
|
Funds
Utilised
|
Amount of Deviation/ Variation for the quarter according to applicable object
|
Remarks if any
|
|
Funding towards sales and marketing costs
|
N/A
|
2,000.00
|
N/A
|
1,372.97
|
N/A
|
No Comments
|
|
Investment in BlackBuck Finserve Private Limited, NBFC subsidiary for financing the augmentation of its capital base to meet its future capital requirements
|
N/A
|
1,400.00
|
N/A
|
1,400.00
|
N/A
|
No Comments
|
|
Funding of expenditure in relation to product development
|
N/A
|
750.00
|
N/A
|
453.75
|
N/A
|
No Comments
|
|
General corporate purposes
|
N/A
|
1,350.00
|
N/A
|
1,216.89
|
N/A
|
No Comments
|
9. Capital Structure:
Authorised share capital:
Total Authorised Share Capital of the Company as on March 31, 2026 is H 39,50,00,000 (Indian Rupees Thirty-Nine Crore Fifty Lakhs Only) divided into 25,00,00,000 (Twenty-Five Crore) Equity Shares of H 1/- (Indian Rupee One Only) each and 1,45,00,000 (One Crore Forty-Five Lakhs) Compulsorily Convertible Preference Shares of H 10/- (Indian Rupees Ten Only) each.
Paid up share capital
The Paid-up share capital of the Company as at March 31,2025 was H 17,74,06,667 (Indian Rupees Seventeen Crore Seventy- Four Lakh Six Thousand Six Hundred Sixty-Seven Only) divided into 17,74,06,667 (Seventeen Crore Seventy-Four Lakh Six Thousand Six Hundred Sixty-Seven) fully paid-up equity shares of face value of H 1/- each.
Changes in Issued, Subscribed and Paid-up Share Capital:
a) Increase in Paid up Share Capital through allotment of Equity Shares under BlackBuck Limited Employees Stock Option Scheme 2016 (ESOP 2016) & BlackBuck Limited Employees Stock Option Scheme 2019 (ESOP 2019) as approved by Nomination and Remuneration Committee ("NRC"):
|
Sr
No
|
Date of Allotment & approval by NRC
|
No. of Shares
|
Paid up capital before allotment
|
Paid up capital after allotment
|
|
1
|
Thursday, April 24, 2025
|
816,843
|
177,406,667
|
178,223,510
|
|
2
|
Monday, May 26, 2025
|
392,436
|
178,223,510
|
178,615,946
|
|
3
|
Tuesday, June 24, 2025
|
531,161
|
178,615,946
|
179,147,107
|
|
4
|
Tuesday, July 22, 2025
|
184,545
|
179,147,107
|
179,331,652
|
|
5
|
Thursday, August 28, 2025
|
1,221,489
|
179,331,652
|
180,553,141
|
|
6
|
Wednesday, September 24, 2025
|
167,351
|
180,553,141
|
180,720,492
|
|
7
|
Wednesday, October 29, 2025
|
261,355
|
180,720,492
|
180,981,847
|
|
8
|
Tuesday, November 25, 2025
|
189,300
|
180,981,847
|
181,171,147
|
|
9
|
Wednesday, December 24, 2025
|
110,715
|
181,171,147
|
181,281,862
|
|
10
|
Tuesday, January 27, 2026
|
209,416
|
181,281,862
|
181,491,278
|
|
11
|
Tuesday, February 24, 2026
|
181,071
|
181,491,278
|
181,672,349
|
|
12
|
Monday, March 23, 2026
|
124,263
|
181,672,349
|
181,796,612
|
The Paid up share capital of the Company as at March 31, 2026 was H 18,17,96,612 (Indian Rupees Eighteen Crore Seventeen Lakh Ninety-Six Thousand Six Hundred Twelve Only) divided into 18,17,96,612 (Eighteen Crore Seventeen Lakh Ninety-Six Thousand Six Hundred Twelve) fully paid up equity shares of face value of H 1/- each.
b) After the closure of the reporting period, your Company has allotted equity shares as per following details:
|
Sr
No
|
Date of Allotment & approval by NRC
|
No. of Shares
|
Paid up capital before allotment
|
Paid up capital after allotment
|
|
1
|
Thursday, April 23, 2026
|
99,793
|
181,796,612
|
181,896,405
|
|
2
|
Monday, May 25, 2026
|
181,197
|
181,896,405
|
182,077,602
|
|
3
|
Tuesday, June 23, 2026
|
60,974
|
182,077,602
|
182,138,576
|
|
4
|
Friday, July 24, 2026
|
11,476
|
182,138,576
|
182,150,052
|
10. Employee Stock Options Schemes:
The Company has two Employee Stock Option Schemes, namely "Zinka Logistics Solutions Limited Employees Stock Option Scheme 2016 (ESOP 2016)" and "Zinka Logistics Solutions Limited Employees Stock Option Scheme 2019 (ESOP 2019)".
The Nomination and Remuneration Committee of the Board of Directors, vide circular resolution dated September 24, 2025, approved the change in the nomenclature of the aforesaid ESOP Schemes pursuant to the change in the name of the Company.
Accordingly, the names of the ESOP Schemes were revised as follows:
|
Earlier Name
|
Revised Name
|
|
Zinka Logistics Solutions Limited Employee Stock Option Scheme 2016 ("ESOP 2016")
|
BlackBuck Limited Employee Stock Option Scheme 2016 ("ESOP 2016")
|
|
Zinka Logistics Solutions Limited Employee Stock Option Scheme 2019 ("ESOP 2019")
|
BlackBuck Limited -Employee Stock Option Scheme 2019 ("ESOP 2019")
|
These ESOPs are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "SEBI SBEB & SE Regulations").
The Company has received the In-principal approval for ESOP 2016 and ESOP 2019 from BSE Limited on February 10, 2025 and from National Stock Exchange of India Limited on February 11,2025.
Further, the details as required to be disclosed under Regulation 14 of the SEBI SBEB & SE Regulations can be accessed athttps://a.blbk.in/Financials Informationand details for ESOP Schemes of the Company also forms part of the note 20 of Standalone and Consolidated financial statements.
The ESOP Scheme documents are available on website of the company atBlackbuck Limited Employee Stock Option Scheme.
The Company has also obtained certificates from the Secretarial Auditors confirming that ESOP 2016 and ESOP 2019 have been implemented in accordance with the SEBI SBEB & SE Regulations. The said certificate will be placed before the members at the ensuing Annual General Meeting and will also be made available on the website of your Company.
The details related to ESOP Schemes are provided in Annexure II forming part of this Report.
11. Directors, Key Managerial Personnel and Senior Management Personnel:
i. Appointment/ re-appointment or resignation of Director(s) and Key Managerial Personnel ("KMP"):
During the FY26, there were no changes in the Directors and Key Managerial Personnel ("KMP") of the Company.
Following were the Directors and Key Managerial Personnel ("KMP") of the Company as on March 31, 2026:
|
Sr.
No.
|
Name
|
DIN/PAN
|
Designation
|
|
1.
|
Mr. Rajesh Kumar Naidu Yabaji
|
07096048
|
Managing Director
|
|
2.
|
Mr. Rajesh Kumar Naidu Yabaji
|
XXXXXX1873P
|
Chief Executive Officer
|
|
3.
|
Mr. Ramasubramaniam Balasubramaniam
|
00442915
|
Director
|
|
4.
|
Mr. Chanakya Hridaya
|
07151464
|
Director
|
|
5.
|
Mr. Anand Daniel
|
03441515
|
Nominee Director
|
|
6.
|
Mr. Kaushik Dutta
|
03328890
|
Independent Director
|
|
7.
|
Ms. Hardika Shah
|
03562871
|
Independent Director
|
|
8.
|
Mr. Rajamani Muthuchamy
|
08080999
|
Independent Director
|
|
9.
|
Mr. Niraj Singh
|
01474431
|
Independent Director
|
|
10.
|
Mr. Satyakam G Naik
|
XXXXXX4207D
|
Chief Financial Officer
|
|
11.
|
Mr. Barun Pandey
|
XXXXXX6471K
|
Company Secretary & Compliance Officer
|
ii. Appointment/ re-appointment or resignation of Senior Management Personnel ("SMP"):
• Ms. Shilpi Pandey, Chief people Officer, a Senior Management Personnel as per Regulation 16(1) (d) of Listing Regulations of the Company has tendered her resignation due to her personal commitments and to pursue other interests outside the Organization with effect from January 20, 2026.
• Mr. Chandra Prakash, National Sales Head, a Senior Management Personnel as per Regulation 16(1) (d) of Listing Regulations of the Company has tendered his resignation due to his personal commitments and to pursue other interests outside the Organization with effect from January 31 2026.
• Mr. Manish Singh, Chief Product Officer, a Senior Management Personnel as per Regulation 16(1) (d) of Listing Regulations of the Company has tendered his resignation due to his personal commitments and to pursue other interests outside the Organization with effect from March 31,2026.
Following were the Senior Management Personnel ("SMP") of the Company as on March 31, 2026:
|
Sr
No.
|
Name of the SMP
|
Designation
|
|
1
|
Thejasvi Bhat
|
Chief Technology Officer
|
|
2
|
Manish Singh
|
Chief Product Officer *
|
|
3
|
Abhishek Singh
|
Business Head-Payments & Telematics
|
|
4
|
Supil Chachan
|
Business Head-Marketplace
|
|
5
|
Prakash Baiirao Mali
|
National Head-Vehicle Finance
|
*Mr. Manish Singh, Chief Product Officer resigned with effect from March 31, 2026.
iii. Directors retiring by rotation:
All the Directors (other than the Independent Directors), on the Board of the Company are liable to retire by rotation. In terms of the provisions of Section 152(6) of the Act and the Rules made thereunder. Mr. Anand Daniel (DIN: 03441515), Nominee Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"). Mr. Anand Daniel, being eligible, has offered himself for re-appointment. Based on the recommendations of the NRC, the Board recommends re¬ appointment of Mr. Anand Daniel at the ensuing AGM.
The details of Mr. Anand Daniel, as required under the SEBI Listing Regulations are contained in the Notice convening the ensuing AGM of the Company.
iv. Independent Directors' declaration:
The Company has received necessary declarations from each Independent Director that they meet criteria of independence laid down under section 149 (6) of the Act and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
Further, in terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
During the year under review, the Non-Executive and Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than remuneration, sitting fees and reimbursement of expenses incurred by them to attend meetings of the Board/Committees of the Company.
None of the Directors of the Company are disqualified from being appointed as Directors under Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company has obtained the Certificate from Mr. Pramod S, Practicing Company Secretary that none of the Directors on the Board of the Company has been debarred or disqualified for being appointed or continuing as directors of the Companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority. The Certificate is attached as Annexure III forming an integral part of this Report.
v. Familiarization Programme for Directors:
Disclosure pertaining to Familiarization programmes for Directors is provided in the Corporate Governance Report forming part of this Report.
The Familiarization Policy along with note on the Familiarization programme adopted by the Company
for orientation and training of the Directors and the Board evaluation process undertaken is made available on the Company's official website at https://a.blbk.in/familiari7ation-programme.
vi. Company's policy on Directors' appointment, remuneration and other matters:
The Nomination and Remuneration Policy ("NRC Policy") on appointment and remuneration including criteria for determining the qualification, positive attributes, independence and other matters of Directors, KMPs & SMPs has been formulated as per applicable provisions under Section 178 of the Act read with the SEBI Listing Regulations to set out a framework for the nomination, evaluation, and remuneration of Directors, KMPs and SMPs of the Company.
The NRC Policy is uploaded on the website of the Company athttps://a.blbk.in/nomination-remuneration and is followed for respective appointment(s).
None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from the subsidiaries of the Company.
12. Number of meetings of Board:
During the year under review, the Board met Four (04) times, to consider and approve various matters. The maximum interval between any two consecutive Board meetings did not exceed 120 days, as prescribed under Section 173 of the Act, Regulation 17(2) of the SEBI Listing Regulations and the Secretarial Standard on Meetings of the Board of Directors (SS-1).The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this report.
13. Committees of the Board:
As on March 31, 2026, the Board has 6 (six) committees: Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Investment Committee.
The Board has constituted Investment Committee on May 27, 2025 for effectively managing the substantial investable surplus fund of the Company.
The Initial Public Offer Committee constituted by the Board specifically for purpose of IPO was dissolved on August 05, 2025.
A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report forming part of this Annual Report.
All the recommendations of the committees are accepted by the Board.
14. Board Evaluation:
The Nomination and Remuneration Committee has formulated a policy and criteria for evaluation of the Board and its Committees and the same has been adopted by the Board. During the FY26, the performance of the Board and its Committees were evaluated after seeking inputs from all the Directors on the basis of criteria such as the composition and meetings, role & responsibilities and overall effectiveness of the Board & Committees.
Evaluation of the performance of all Individual Directors (including Independent Directors and Chairperson) was also carried out during the FY26. The details of the Board Evaluation process are mentioned in the Corporate Governance Report forming part of this Report.
Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations, the Independent Directors met on November 14, 2025 and February 03, 2026, without the presence of Non-Independent Directors and members of the management and have, inter-alia, assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Policy on evaluation of the performance of the Board of Directors is made available on the Company's official website athttps://a.blbk.in/board-evaluation.
15. Directors' Responsibility Statement:
In accordance with the provisions of Section 134 of the Act, Directors to the best of their knowledge and belief confirm and state that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. the Directors had 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 and loss of the company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;
v. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. Particulars of Loans, Guarantees or Investments:
Particulars of Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in Note 31 to the Standalone Financial Statements forming an integral part of this Report.
Additionally, the Company has invested the surplus funds available in the units of mutual funds, fixed deposits with Scheduled Banks, debt securities etc., details of which have been disclosed in Note 5 to the Standalone Financial Statements forming an integral part of this report.
During FY26, the Company has not given any loan pursuant to Section 186 of the Act, except as disclosed in the notes to account.
The Company has given Corporate Guarantee of INR 200 million in favour of IDFC First Bank Limited to secure term loan facility of INR 200 million borrowed by BlackBuck Finserve Private Limited, the wholly owned subsidiary of the Company.
During the period under review, Company has made an investment of H 100,00,00,050/- (Rupees One Hundred Crore and Fifty only) by subscribing 66,66,667 Equity Shares having a face value of H 10/- each at a premium of H 140/- per Equity Share in BlackBuck Finserve Private Limited, a wholly owned subsidiary of the Company by way of subscription to Right Issue on December 15, 2025. The investment was funded out of the IPO proceeds and was in line with the objects of the issue, as approved by the Board of Directors, the relevant Committees and the shareholders of the Company.
17. Related Party Transactions:
During the financial year under review, the Company has not entered into any materially significant related party transaction which is not at arm's length. The related party transactions entered into were approved by the Audit Committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report.
All transactions with related parties are in accordance with the Related Party Transactions policy (''RPT Policy") . Further, during the financial year under review in terms of Section 188 of the Act, all transactions entered into by the Company with its related parties were on arm's length basis and ordinary course of business including investment of H 100,00,00,050/- (Rupees One Hundred Crore and Fifty only) in BlackBuck Finserve Private Limited, wholly owned subsidiary pursuant to object of the IPO.
The disclosure in the prescribed Form AOC-2, pursuant to Section 134 of the Act, is attached as Annexure IV.
The RPT Policy is made available on the Company's official website athttps://a.blbk.in/rpt-materiality.
18. Auditors:
i. Statutory Auditors:
M/s B S R & Co. LLP, Chartered Accountants, having Firm Registration No. 101248W/W-100022 (Peer Review Certificate No. 019712) were appointed as the Statutory Auditors of the Company to hold the office for the first term of five consecutive years, commencing from the conclusion of 10th Annual General Meeting till the conclusion of 15th Annual General Meeting (to be held in the calendar year 2030).
Further, they have confirmed that:
a) their appointment is within the limit prescribed under Section 141 of the Act;
b) they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and
c) they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.
M/s B S R & Co. LLP, Chartered Accountants, having Firm Registration No. 101248W/W-100022, have given unmodified opinion and have not given any qualification or reservation in their audit report on the audited financial statements (standalone and consolidated) of the Company for the financial year ended on March 31,2026.
ii. Secretarial Auditors:
CS. Pramod S (ICSI Membership No: A36020, COP: 13335), a Peer Reviewed Firm of Company Secretaries in Practice were appointed as Secretarial Auditor of the Company for a term of five years commencing from 1st April 2025 up to 31st March 2030. The secretarial audit report issued by the Secretarial Auditor does not contain any qualification or reservation or observation or adverse remark.
Further, they have confirmed that they are not disqualified from continuing as Secretarial Auditors and they hold a valid certificate issued by the peer review board of the Institute of Company Secretaries of India.
The Secretarial audit report is annexed as Annexure V. The Company has submitted the Annual secretarial compliance report with BSE and NSE in compliance with Regulation 24A of the SEBI Listing Regulations and the same can be accessed at https://a.blbk.in/Secretarial Compliance Certificate FY25-26.
The Board appointed M/s Guru & Jana Chartered Accountants (Firm Registration Number: 006826S) as Internal Auditors of the Company for the financial year ended on March 31, 2026 who have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow¬ up actions thereon from time to time.
Further, M/s., Guru & Jana Chartered Accountants (Firm Registration Number: 006826S) is re-appointed as Internal Auditors of the Company for the financial year 2026-27.
The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company's risk management policies and systems.
19. Downstream Investment:
As on March 31, 2026, the Company was not classified as a Foreign Owned or Controlled Company ("FOCC"). Therefore, the provisions relating to downstream investment under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, issued by the Reserve Bank of India ("RBI") were not applicable to the Company. Hence, obtaining a certificate from the statutory auditors in this regard was not applicable.
20. Internal Financial Controls:
The Company has adequate internal financial control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets.
21. Risk Management:
The Board of Directors of the Company has constituted Risk Management Committee ('RMC') which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. Pursuant to Section 134(3) of the Act, the Company has in place, an effective risk management framework, which is governed at the highest level by the Board.
The Board has also formulated Risk Management Policy which identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of this Report.
The Risk Management Policy can be accessed at the Company's website athttps://a.blbk.in/risk-management.
22. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:
The details of the conservation of energy, technology absorption, foreign exchange earnings and outgo, information required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules, 2014 are as follows:
i. Conservation of Energy:
Though business operations of the Company are not energy intensive, the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption.
Some of the initiatives undertaken by the Company on a continuous basis to address environmental issues and focus on a responsible and sustainable business growth including during the year under review, are listed below:
1. Energy-Efficient Infrastructure: The
Company utilizes LED lighting, energy- efficient equipment, and energy efficient air¬ conditioning systems across its facilities to minimize electricity consumption and reduce the carbon footprint of its operations.
2. Automated Energy Management: To avoid energy wastage, the Company ensures that all non-essential electrical systems such as air- conditioners and lighting are turned off outside of working hours through automated and monitored protocols.
3. Digital-first, paperless operations: App- based freight matching, e-receipts, digital payments and electronic documentation reduce reliance on paper, printing and physical logistics, lowering the overall energy and resource footprint.
ii. Technology Absorption:
BlackBuck being a technology driven organization is committed to using technology to transform every aspect of our business, ensuring a seamless and exceptional experience for all stakeholders.
Below are some of the initiatives which have been taken during the year driving technology adoption:
Telematics-Driven Fuel Efficiency: Leveraging its core telematics and GPS-based solutions, the Company empowers truck operators with real-time insights into fuel consumption, route optimization, and driver behavior analytics. These tools significantly contribute to reducing fuel usage, idle time, and carbon emissions, thereby supporting sustainable logistics and transportation practices.
AI/ML and automation: Use of machine learning for route optimisation, ETA prediction, fraud/risk detection and demand-supply matching.
iii. Foreign Exchange Earnings and Outgo: Nil
23. Vigil Mechanism/Whistle Blower Policy:
Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors, employees, vendors, customers and other stakeholders of the Company and its subsidiaries to raise and report concerns regarding any unethical conduct, irregularity, misconduct, actual or suspected fraud or any other violation of the Policy within the Company.
The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanisms and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
The Vigil Mechanism/Whistle Blower Policy can be accessed at the Company's website athttps://a.blbk.in/ whistleblower.
Further, all the Whistle Blower Complaints along with its status update are periodically placed before the Audit Committee for their review and discussion.
24. Particulars of Employees/Human Resources:
The Company focuses on promoting a collaborative, transparent, participative organization culture and rewarding merit and sustained high performance. The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI.
As per the proviso to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement contains the names and other details of employees drawing more than H10.2 million per financial year or H 0.85 million per month, as the case may be, are set out in a separate Annexure forming the Board's Report. However, in terms of Section 136(1) of the Act, this report is being shared excluding the aforesaid Annexure and is available for inspection on the website of Company.
Further, as per the proviso to Rule 5(3) of the said Rules, the particulars of employees posted and working outside India not being Directors or their relatives, need not be included in the Board's Report but, such particulars shall be furnished to the Registrar of Companies. Accordingly, this Report does not contain the particulars of employees who are posted and working outside India. If any Member is interested in obtaining the aforesaid information, such Member may write to the Company in this regard.
If any shareholder is interested in obtaining a copy of the aforesaid information, such shareholder may send an email to the Company Secretary and Compliance Officer of the Company at cs@blackbuck.com in this regard.
25. Prevention of Sexual Harassment:
The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details of sexual harassment complaints during the financial year are provided in the Corporate Governance Report and Business Responsibility and Sustainability Report of this Annual Report.
During the financial year under review, the status of complaints received under the said Act is as follows:
- number of complaints pending at the beginning of the financial year - Nil;
- number of complaints received during the financial year - Nil;
- number of complaints disposed of during the financial year - Nil
- number of complaints pending as at the end of the financial year - Nil.
No complaint remained pending for more than ninety (90) days.
The Policy is available on the website of the Company at https://a.blbk.in/Policy POSH.
26. Compliance with Maternity Benefit Act, 1961:
The company has complied with the provisions relating to the Maternity Benefit Act, 1961.
27. Corporate Social Responsibility ("CSR") Policy:
The Company has adopted a CSR Policy towards a sustainable community development to the requirements of Section 135 of the Act. The CSR policy is available on the website of the Company athttps://a.blbk.in/Policy CSR.
The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder, is annexed to this Report as Annexure VII. More details are mentioned in the Corporate Governance Report forming part of this Report.
28. Corporate Governance:
The Company has complied with the applicable corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliances is annexed as Annexure VIII forming part of this Report.
29. Management Discussion and Analysis Report ("MD&A Report"):
The Management Discussion and Analysis Report ("MD&A Report") for FY26, as stipulated under Regulation 34 of the SEBI Listing Regulations, is annexed as Annexure IX separately forming part of this Report.
30. Business Responsibility and Sustainability Report ("BRSR"):
The BRSR for FY26, as stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, is annexed as Annexure X separately forming part of this Report.
31. Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
The said Code is available on the website of the Company athttps://a.blbk.in/upsi-fair-disclosure.
Further, the violations against the Code are reported to the Audit Committee from time to time and details of the same are placed before the Audit Committee on a periodic basis for their perusal and necessary action.
32. Other Statutory Disclosures:
i. Details in respect of frauds reported by auditors:
During the financial year under review, pursuant to Section 143(12) of the Act, M/s. B S R & Co. LLP, Chartered Accountants, Statutory Auditor and M/s. Pramod S., Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee.
ii. Public Deposits:
The Company has not accepted any deposits from the public, during the financial year, within the
meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY26.
iii. Cost Records:
During the year, maintenance of cost records under Section 148(1) of the Act is not applicable to the Company.
iv. Annual return:
The annual return of the Company as on the financial year ended on March 31, 2026 in terms of Section 92 and Section 134 of the Act is available on the website of the Company athttps://a.blbk.in/Annual return 2025-26.
v. Issuance of Shares with Differential Voting Rights and Sweat Equity Shares:
The Company has not issued any shares with differential voting rights and sweat equity shares during the financial year.
vi. Disclosure of Orders Passed by Regulators or Courts or Tribunals:
No significant material orders have been passed by any Regulators/Courts/Tribunals which has been received by the Company having impact on the going concern status and the Company's operation in future.
vii. Change in Nature of Business:
There was no change in nature of the business of the Company in FY26.
viii. Compliance with Secretarial Standards:
The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.
ix. Application/Proceedings pending under the Insolvency and Bankruptcy Code, 2016:
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.
x. Details of difference between the Amount of Valuation Done:
The requirement to disclose the details of difference between 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, is not applicable.
xi. Listing on Stock Exchanges:
The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company confirms that the annual listing fees for the financial year 2026-27 have been paid to both the Stock Exchanges within the prescribed time.
33. Cautionary Statement:
Statements in this Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied in such statements on account of various factors and assumptions.
34. Acknowledgement:
The success of the Company is directly linked to hard work and commitment of the employees who worked hard to ensure business continuity and exceptional service quality offerings for the customers.
The Board wishes to place on record its sincere appreciation to all employees for their hard work, dedication, commitment and efforts put in by them for achieving encouraging results under difficult conditions during this year. The Board also wishes to express its sincere appreciation and gratitude to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other regulatory & statutory authorities for their consistent support and cooperation extended to the Company during the year.
The Board is deeply grateful to the Members of the Company for continuing to entrust their confidence and faith in the Company.
For & on behalf of the Board of Directors, For BlackBuck Limited
(Formerly Known as Zinka Logistics Solutions Limited)
Sd/-
(Rajesh Kumar Naidu Yabaji) Chairman, Managing Director & Place: Bengaluru Chief Executive Officer
Date: July 29, 2026 DIN: 07096048
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