BlackBuck Limited - Proxy Solicitation & Information Statement 2024

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Ref: BLACKBUCK/CORP/2024-25/9 December 09, 2024

To To National Stock Exchange of India Ltd., BSE Limited Exchange Plaza, C-1, Block G Phiroze Jeejeebhoy Towers Bandra Kurla Complex, Dalal Street Bandra (E), Mumbai – 400 051 Mumbai – 400001

Scrip Code: 544288, Scrip Symbol: BLACKBUCK, Series – EQ ISIN- INE0UIZ01018

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/ Madam,

In furtherance to our intimation dated December 04, 2024, and pursuant to Regulation 30 of the Listing Regulations, please find enclosed herewith the postal ballot notice ( “Notice” ) dated December 04, 2024 for seeking shareholder’s approval by way of special resolution through postal ballot via remote e‐voting on the following items:

Ratification of Zinka Logistics Solutions Limited-Employee Stock Option Scheme 2016.
Ratification of the extension of the benefits under ‘Employee Stock Option Scheme 2016’ to the employees of subsidiary companies and group companies of the Company.
Ratification of Zinka Logistics Solutions Limited-Employee Stock Option Scheme 2019.
Ratification of the extension of the benefits under ‘Employee Stock Option Scheme 2019’ to the employees of subsidiary companies and group companies of the Company.

Further, the Notice is also available at the website of the Company i.e. https://www.blackbuck.com/investor-relations.html and the website of the registrar and share transfer agent (“ RTA ”), KFin Technologies Limited, i.e. ( ”Kfin” ) https://www.kfintech.com

In accordance with applicable laws and circulars issued by MCA and SEBI, the said Notice is being sent electronically on Monday, December 09, 2024 to all the Members of the Company whose names appear in the register of members / register of beneficial owners maintained by the depositories as on Friday, December 06, 2024 (“ Cut-off date ”) and whose email IDs are registered with the Company/ KTL/ depositories/ depository participants. The communication of assent/ dissent of the members on the special resolutions proposed in the Notice will only take place through the remote e-voting system.

The Company has engaged the services of KfinTech for facilitating e-voting to enable the members to cast their votes electronically. The remote e-voting period shall commence on Wednesday, December

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11, 2024, at 9:00 a.m. (IST) and shall end on Thursday, January 09, 2025, at 5:00 p.m. (IST) (both days inclusive).

The results of the postal ballot shall be announced on or before Saturday, January 11, 2025. Further, the voting results along with the scrutinizer's report shall be uploaded on the website of the Company i.e. https://www.blackbuck.com/investor-relations.html and Kfin i.e. https://www.kfintech.com and shall also be communicated to and uploaded on the websites of BSE Ltd. i.e. www.bseindia.com and National Stock Exchange of India Ltd. i.e. www.nseindia.com.

This is for your information and records.

Thanking you,

For Zinka Logistics Solutions Limited

Digitally signed by BARUN PANDEY DN: c=IN, o=Personal, BARUN 2.5.4.20=366cf75fcfdbb05a890bf04c68aedc7a3dc98b400ce152509b070cc65b219055, postalCode=560034, st=Karnataka, serialNumber=4e4c20633efe9d7c88bd469b 8adb2d55ffdf6d0c97f3d109771261d04ac2a PANDEY cce, cn=BARUN PANDEY Date: 2024.12.09 20:08:05 +05'30' ___ Barun Pandey Company Secretary and Compliance Officer Membership No: A39508

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POSTAL BALLOT NOTICE

Pursuant to Section 110 read with 108 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with the General Circular No. 14/2020 dated 8[th] April, 2020, General Circular No. 17/2020 dated 13[th] April, 2020, General Circular No. 22/2020 dated 15[th] June, 2020, General Circular No. 33/2020 dated 28[th] September, 2020, General Circular No. 39/2020 dated 31[st] December, 2020, General Circular No. 10/2021 dated 23[rd] June, 2021, General Circular No. 20/2021 dated 8[th] December, 2021, General Circular No. 3/2022 dated 5[th] May, 2022, General Circular No. 11/2022 dated 28[th] December, 2022 and General Circular No. 09/2023 dated 25[th] September 2023 and General Circular No. 09/2024 dated 19th September 2024 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”), and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”) that the resolutions appended below are proposed to be passed by the Members of Zinka Logistics Solutions Limited (“the Company”), by way of Postal Ballot, only through remote e- voting process.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Accordingly, a physical copy of the Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members and no physical ballot forms will be accepted. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

An explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, setting out the material facts concerning the said resolutions and the reasons thereof are annexed hereto for your consideration.

The Board of Directors of the Company has appointed Mr. Pramod S M or failing him CS Biswajit Ghosh Partners of M/s. BMP & Co. LLP, a Practicing Company Secretary firm, Bengaluru, as the Scrutinizer, for conducting the Postal Ballot remote e-voting process in a fair and transparent manner.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the Company has engaged the services of KFin Technologies Limited, for the purpose of providing remote e-voting facility to all its Members. Members are required to communicate their assent (FOR) or dissent (AGAINST) through remote e-voting system only. You are requested to carefully read all the instructions given in the Notes to this Notice. The remote e-voting period commences from Wednesday, 11 December 2024 from 9.00 a.m. (IST) and ends on Thursday, 9 January 2025 at 5.00 p.m. (IST).

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After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman of the Company, or any other person authorised by the Chairman. The results of the Postal Ballot shall be announced on or before Saturday, 11 January 2025 (within 48 hours of end of voting). The Company shall simultaneously forward the results to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed. The said results along with the Scrutinizer’s Report shall be placed on the Company’s website www.blackbuck.com and on the website of the RTA www.kfintech.com immediately. The resolution, if approved, shall be deemed to have been passed on the last date of remote e-voting i.e. Thursday, 9 January 2025.

SPECIAL BUSINESS:

1. Ratification of Zinka Logistics Solutions Limited Employee Stock Option Scheme 2016

To consider and if thought fit to pass with or without modification(s) the following resolutions as a Special Resolution:

“RESOLVED THAT pursuant to applicable provisions of Section 62(1)(b) of the Companies Act, 2013 (“Act”), Rule 12 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”) and such other laws, rules, regulations, notifications and circulars (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force) as may be applicable (“Applicable Laws”), the relevant provisions of the Memorandum of Association and Articles of Association of Zinka Logistics Solutions Limited (“Company”) and further subject to such other approvals, consents, permissions and sanctions as may be necessary from the appropriate authorities or bodies and subject to such conditions and modifications as may be prescribed or imposed by the relevant authorities, the Zinka Logistics Solutions Limited - Employee Stock Option Scheme 2016 (“ESOP 2016” or “Scheme”) as amended and approved by the Members of the Company on 4[th] July 2024, prior to the listing of equity shares of the Company on BSE Limited and National Stock Exchange of India Limited, be and is hereby ratified within the meaning of the SEBI (SBEB & SE) Regulations, as detailed in the explanatory statement annexed hereto, along with the consent accorded to the Board of Directors of the Company (“Board” which expression shall also include the Nomination and Remuneration Committee of the Company, which also acts as the Compensation Committee, or any other Committee constituted/to be constituted by the Board in line with the SEBI (SBEB & SE) Regulations), being authorised to create, offer, issue, reissue and allot employee stock options (“ESOPs”) Equity shares on exercise of options, issue fresh options, reissue options that may have lapsed / cancelled / surrendered already approved at any time to or for the benefit of the eligible employees under the ESOP 2016, and to grant the ESOPs to the eligible employees on such terms and conditions as provided in the ESOP 2016 and as may be fixed or determined by the Board in accordance with the Act and other Applicable Laws.

RESOLVED FURTHER THAT the consent be and is hereby accorded to the Board to create, offer, grant, issue, reissue and allot not exceeding 52,21,276 employee stock options (“ESOPs”), under ESOP 2016 exercisable into 52,21,276 equity shares of face value of Re. 1/- each of the Company, at such price, in one or more tranches, from time to time, to the eligible employees of the Company, whether working in India or out of India, present or future, as may be decided by the Board and permitted under the SEBI (SBEB & SE) Regulations, with each option giving a right, but not an obligation, to the Eligible Employees and that the grant of options, vesting and exercise thereof shall be in and on such terms and conditions, as may be

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determined by the Board in accordance with the provisions of the Scheme, the accounting policies, SEBI (SBEB & SE) Regulations and in due compliance with the applicable laws and regulations in force, be and is hereby ratified and approved.

RESOLVED FURTHER THAT the authority granted to the Board of Directors of the Company (“Board” which expression shall also include the Nomination and Remuneration Committee of the Company, which also acts as the Compensation Committee, or any other Committee constituted/to be constituted by the Board in line with the SEBI (SBEB & SE) Regulations) to grant ESOPs be and is hereby ratified.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division or other re-organisation, split, change in capital structure of the Company, as applicable from time to time, if any additional Options are granted or equity shares are issued by the Company to the grantees for the purpose of making a fair and reasonable adjustment to the Options granted earlier, in accordance with ESOP 2016.

RESOLVED FURTHER THAT consent be and is hereby accorded to the Board of the Company to issue and allot equity shares upon exercise of options from time to time in accordance with the “ ESOP 2016 and the shares so issued shall rank pari passu in all respects with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT consent be and is hereby accorded to the Board to modify, change, vary, alter, amend, suspend or terminate the ESOP 2016 at any time subject to compliance with applicable laws and regulations and further subject to consent of the Members by way of a special resolution to the extent required under SEBI (SBEB & SE) Regulations and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Scheme and do all other things incidental and ancillary thereto in conformity with the provisions of the Act, SEBI (SBEB & SE) Regulations, the relevant provisions of the Memorandum and Articles of Association of the Company and any other applicable laws in force.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board be and is hereby authorized on behalf of the Company, to evolve, decide upon and bring in to effect the Scheme and modifications, changes, variations, alterations, or revisions in the said Scheme from time to time or to suspend, withdraw or revive the Scheme from time to time as may be specified by any statutory authority and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit or necessary or desirable for such purpose including taking all the necessary steps for listing of the equity shares allotted on the Stock Exchanges as per the terms and conditions of the listing agreement with the concerned Stock Exchanges, as and when required and with power on behalf of the Company to settle any questions, difficulties, or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company.

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generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to these resolutions, be and is hereby ratified.

RESOLVED FURTHER THAT any Director or CFO or Company Secretary of the Company be and are hereby authorised to certify a copy of this resolution and issue the same to all concerned parties.”

2. Ratification of the extension of the benefits under ‘Employee Stock Option Scheme 2016’ to the employees of subsidiary companies and group companies of the Company

To consider and if thought fit to pass with or without modification(s) the following resolutions as a Special Resolution:

“RESOLVED THAT pursuant to applicable provisions of Section 62(1)(b) of the Companies Act, 2013 (“Act”), Rule 12 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”) and other applicable provisions of the Act for the time being in force and as may be modified from time to time, and such other laws, rules and regulations (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force) as may be applicable (“Applicable Laws”), the relevant provisions of the Memorandum of Association and Articles of Association of Zinka Logistics Solutions Limited (“Company”) and further subject to such other approvals, consent, permissions and sanctions as may be necessary from the appropriate authorities or bodies and subject to such conditions and modifications as may be prescribed or imposed by the relevant authorities, the extension of the Zinka Logistics Solutions Limited - Employee Stock Option Scheme 2016 [(“ESOP 2016” or “Scheme”) details of which are set out in the explanatory statement annexed hereto], as amended and approved by the Members of the Company on 4[th] July, 2024, prior to the listing of equity shares of the Company on BSE Limited and National Stock Exchange of India Limited to the eligible employees of subsidiary companies in or outside India (as defined in the Act) or of group companies (as defined in the SEBI (SBEB&SE) Regulations) be and is hereby ratified and approved within the meaning of SEBI (SBEB&SE) Regulations, along with the consent accorded to the Board of Directors of the Company (“Board” which expression shall also include the Nomination and Remuneration Committee or any other Committee constituted/to be constituted by the Board in line with the SEBI (SBEB&SE) Regulations) to create, offer, grant, issue, reissue and allot in one or more tranches under the ESOP 2016 Equity shares on exercise of options, issue fresh options, reissue options that may have lapsed / cancelled / surrendered already approved at any time to or for the benefit of the eligible employees of subsidiary companies in or outside India (as defined in the Act) or of group companies (as defined in the SEBI (SBEB&SE) Regulations), such number of employee stock options (“ESOPs”) exercisable into equity shares of the Company not exceeding 52,21,276 ESOPs exercisable into 52,21,276 equity shares of face value of Re. 1/- each of the Company under the ESOP 2016, at such price as may be fixed or determined by the Board in accordance with the Act and other Applicable Laws.

RESOLVED FURTHER THAT the Board of the Company be and is hereby authorized to issue and allot equity shares upon exercise of options from time to time in accordance with the ESOP 2016 and the shares so issued shall rank pari passu in all respects with the existing Equity Shares of the Company.

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also acts as the Compensation Committee, or any other Committee constituted/to be constituted by the Board in line with the SEBI (SBEB & SE) Regulations) to grant ESOPs be and is hereby ratified.

RESOLVED FURTHER THAT pursuant to the Applicable Laws, the authority of the Board, on behalf of the Company, to make any modifications, changes, variations, alterations or revisions in the ESOP 2016 from time to time or to suspend, withdraw or revive the ESOP 2016 from time to time, as may be specified by any statutory authority and/or to give effect to any laws, rules, regulations, amendment(s) thereto, provided that such changes are not detrimental to the eligible employees, and to do all other acts, deeds, matters and things as are necessary to give effect to the above resolution and with power on behalf of the Company to settle any questions or difficulties that may arise with regard to the creation, offer, issue and allotment of shares without requiring the Board to secure any further consent or approval of the Members of the Company in this regard, be and is hereby ratified.

RESOLVED FURTHER THAT the authority granted to the Board to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise in relation to the above and to settle all matters arising out of and incidental thereto and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to these resolutions and to delegate all or any of the powers herein vested in the Board to any director(s), Company Secretary of the Company as may be required to give effect to these resolutions, be and is hereby ratified.

RESOLVED FURTHER THAT any Director or CFO or Company Secretary of the Company be and is hereby authorised to certify a copy of this resolution and issue the same to all concerned parties.”

3. Ratification of Zinka Logistics Solutions Limited Employee Stock Option Scheme 2019

To consider and if thought fit to pass with or without modification(s) the following resolutions as a Special Resolution:

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4[th] July 2024, prior to the listing of equity shares of the Company on BSE Limited and National Stock Exchange of India Limited, be and is hereby ratified within the meaning of the SEBI (SBEB & SE) Regulations, as detailed in the explanatory statement annexed hereto, along with the consent accorded to the Board of Directors of the Company (“Board” which expression shall also include the Nomination and Remuneration Committee of the Company, which also acts as the Compensation Committee, or any other Committee constituted/to be constituted by the Board in line with the SEBI (SBEB & SE) Regulations), being authorised to create, offer, issue, reissue and allot employee stock options (“ESOPs”) Equity shares on exercise of options, issue fresh options, reissue options that may have lapsed / cancelled / surrendered already approved at any time to or for the benefit of the eligible employees under the ESOP 2019, and to grant the ESOPs to the eligible employees on such terms and conditions as provided in the ESOP 2019 and as may be fixed or determined by the Board in accordance with the Act and other Applicable Laws.

RESOLVED FURTHER THAT the consent be and is hereby accorded to the Board to create, offer, grant, issue, reissue and allot not exceeding 4,38,04,50,000 employee stock options (“ESOPs”), under ESOP 2019 exercisable into 43,80,450 equity shares of face value of Re. 1/- each of the Company, at such price, in one or more tranches, from time to time, to the eligible employees of the Company, whether working in India or out of India, present or future, as may be decided by the Board and permitted under the SEBI (SBEB & SE) Regulations, with each option giving a right, but not an obligation, to the Eligible Employees and that the grant of options, vesting and exercise thereof shall be in and on such terms and conditions, as may be determined by the Board in accordance with the provisions of the Scheme, the accounting policies, SEBI (SBEB & SE) Regulations and in due compliance with the applicable laws and regulations in force, be and is hereby ratified and approved.

RESOLVED FURTHER THAT consent be and is hereby accorded to the Board of the Company to issue and allot equity shares upon exercise of options from time to time in accordance with the ESOP 2019 and the shares so issued shall rank pari passu in all respects with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT consent be and is hereby accorded to the Board to modify, change, vary, alter, amend, suspend or terminate the Scheme at any time subject to compliance with applicable laws and regulations and further subject to consent of the Members by way of a special resolution to the extent required under SEBI (SBEB & SE) Regulations and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Scheme and do all other things incidental

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and ancillary thereto in conformity with the provisions of the Act, SEBI (SBEB & SE) Regulations, the relevant provisions of the Memorandum and Articles of Association of the Company and any other applicable laws in force.

RESOLVED FURTHER THAT any Director or CFO or Company Secretary of the Company be and are hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise in relation to the above and to settle all matters arising out of and incidental thereto and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to these resolutions, be and is hereby ratified.

RESOLVED FURTHER THAT any Director or CFO or Company Secretary of the Company be and are hereby authorised to certify a copy of this resolution and issue the same to all concerned parties.”

4. Ratification of the extension of the benefits under ‘Employee Stock Option Scheme 2019’ to the employees of subsidiary companies and group companies of the Company

To consider and if thought fit to pass with or without modification(s) the following resolutions as a Special Resolution:

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defined in the SEBI (SBEB&SE) Regulations) be and is hereby ratified and approved within the meaning of SEBI (SBEB&SE) Regulations, along with the consent accorded to the Board of Directors of the Company (“Board” which expression shall also include the Nomination and Remuneration Committee or any other Committee constituted/to be constituted by the Board in line with the SEBI (SBEB&SE) Regulations) to create, offer, grant, issue, reissue and allot in one or more tranches under the ESOP 2019 Equity shares on exercise of options, issue fresh options, reissue options that may have lapsed / cancelled / surrendered already approved at any time to or for the benefit of the eligible employees of subsidiary companies in or outside India (as defined in the Act) or of group companies (as defined in the SEBI (SBEB&SE) Regulations), such number of employee stock options (“ESOPs”) not exceeding 4,38,04,50,000 exercisable into 43,80,450 equity shares of face value of Re. 1/- each of the Company under the ESOP 2019, at such price as may be fixed or determined by the Board in accordance with the Act and other Applicable Laws.

RESOLVED FURTHER THAT the Board of the Company be and is hereby authorized to issue and allot equity shares upon exercise of options from time to time in accordance with the ESOP 2019 and the shares so issued shall rank pari passu in all respects with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT pursuant to the Applicable Laws, the authority of the Board, on behalf of the Company, to make any modifications, changes, variations, alterations or revisions in the ESOP 2019 from time to time or to suspend, withdraw or revive the ESOP 2019 from time to time, as may be specified by any statutory authority and/or to give effect to any laws, rules, regulations, amendment(s) thereto, provided that such changes are not detrimental to the eligible employees, and to do all other acts, deeds, matters and things as are necessary to give effect to the above resolution and with power on behalf of the Company to settle any questions or difficulties that may arise with regard to the creation, offer, issue and allotment of shares without requiring the Board to secure any further consent or approval of the Members of the Company in this regard, be and is hereby ratified.

RESOLVED FURTHER THAT the authority granted to the Board to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise in relation to the above and to settle all matters arising out of and incidental thereto and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to these resolutions and to delegate all or any of the powers herein vested in the Board to any director(s), or CFO or Company Secretary of the Company as may be required to give effect to these resolutions, be and is hereby ratified.

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RESOLVED FURTHER THAT any Director or CFO or Company Secretary of the Company be and is hereby authorised to certify a copy of this resolution and issue the same to all concerned parties.”

By Order of the Board of Directors For Zinka Logistics Solutions Limited

Sd/-

Barun Pandey

Company Secretary and Compliance Officer M. No. A39508

Date: 04-12-2024 Place: Bengaluru

NOTES:

The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (“the Act”) read with the applicable Rules made thereunder setting out the material facts is annexed hereto and forms part of this Postal Ballot Notice.
In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to all the Members, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on, Friday, December 06, 2024 (“cut-off date”) and is being sent to all those Members whose e-mail address is registered with the Company or the Depository Participant(s).
All the Members of the Company as on the cut-off date (including those Members who may not have received this Postal Ballot Notice due to non-registration of the email address with the Company /Depositories), shall be entitled to vote in relation to the resolutions specified in this Postal Ballot Notice.
A copy of this Postal Ballot Notice shall also be available on the Company’s website at www.blackbuck.com on the websites of the Stock Exchanges i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively, and on the website of RTA at www.kfintech.com .
The dispatch of the Postal Ballot Notice and the Explanatory Statement shall be announced through an advertisement in at least 1 (one) English newspaper and at least 1 (one) Kannada newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, and also be published on the Company’s website at www.blackbuck.com .
The voting rights of Members shall be in proportion to their shares in the total paid-up equity share capital of the Company, as on the cut-off date.
Resolutions, if approved, by the Members through Postal Ballot shall be deemed to have been passed on the last date of remote e-voting i.e. Thursday, 9 January 2025.

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All the documents referred to in this Postal Ballot Notice and Explanatory Statement shall be available for inspection through electronic mode until the last day of remote e-voting, basis the request being sent on [email protected].
Voting through Electronic Means
I. In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), MCA Circulars and SEBI Circulars in relation to e-voting facility provided by Listed Entities, the Company has provided the facility of remote e-voting to all Members, to enable them to cast their votes electronically. The Company has engaged the services of KFin Technologies Limited to provide remote e-voting facility to its Members.
II. The remote e-voting period commences on Wednesday, December 11, 2024 from 9:00 a.m. (IST) and ends on Thursday, January 09, 2025 at 5:00 p.m. (IST). The remote e-voting module shall be disabled by RTA for voting thereafter. Once the vote on a resolution is cast by a member, the same will not be allowed to change subsequently.

The instructions for Members for remote e-voting are as under:

The explanatory statement pursuant to provisions of Section 102 read with Section 110 of the Act stating all material facts and the reasons/rationale for the proposal is annexed herewith and forms part of this Notice.
In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the Register of Members / Register of Beneficial Owners as on Friday, December 06, 2024 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.
This Postal Ballot Notice will also be available on the Company’s website at www.blackbuck.com, website of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFinTech at https://evoting.kfintech.com.
In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in

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physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.blackbuck.com) duly filled and signed along with requisite supporting documents to KFintech at Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032.

5.Only a person, whose name is recorded in the Register of Members / Register of Beneficial Owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a Member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.

The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut- off date.
Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended (“SEBI Master Circular”), and SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.
The e-voting period commences at Wednesday, December 11, 2024 from 9:00 a.m. (IST) and ends on Thursday, January 09, 2025 at 5:00 p.m. (IST). The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.
The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Thursday, January 09, 2025.
All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the Members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to company’s mail id [email protected] or on [email protected].

11 . Procedure for E-voting:

(i ) E-voting Facility :

a. The Company is providing e-voting facility of KFinTech to its Members to exercise their right to vote on the proposed resolutions by electronic means.

b. The e-voting period commences from Wednesday, December 11, 2024 from 9:00 a.m. (IST) and ends on Thursday, January 09, 2025 at 5:00 p.m. (IST). The e-voting will not be allowed beyond

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the aforesaid date and time and the e-voting module shall be forthwith disabled by Kfintech upon expiry of the aforesaid period.

c. The manner of e-voting by (i) individual shareholders holding shares of the Company in demat mode, (ii) Shareholders other than individuals holding shares of the Company in demat mode, (iii) shareholders holding shares of the Company in physical mode, and (iv) Members who have not registered their e-mail address, is explained in the instructions given hereinbelow.

(ii) Information And Instructions Relating To E-Voting :

a. Once the vote on a resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

b. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE:

As per the SEBI Master Circular, all “individual shareholders holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. The procedure to login and access e-voting, as devised by the Depositories / Depository Participant(s), is given below:

PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES

(a) Login method for Individual shareholders holding securities in demat mode is given below:

below:
Type of Member	Login Method
Individual Members holding equity shares in demat mode with NSDL	A. Existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i. Visit the e-services website of NSDL https://eservices.nsdl.com either on a personal computer or on a mobile. ii. On the e-services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. Thereafter enter the existing user id and password. iii. After successful authentication, Members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e-voting services, after which the e-voting page will be displayed. iv. Click on Company name or e-voting service provider i.e. KFinTech. v. Members will be re-directed to KFinTech’s website for casting their vote duringthe remote e-voting period.
	B. Users not registered under IDeAS e-Services: i. Visit https://eservices.nsdl.com for registering. ii. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

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	iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc. iv. After successful registration, please follow steps given under Point No. A above to castyour vote.
	C. By visiting the e-voting website of NSDL: i. Visit the e-voting website of NSDLhttps://www.evoting.nsdl.com/. ii. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. iii. Members will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. iv. After successful authentication, Members will be redirected to NSDL Depository site wherein they can see e-voting page. v. Click on company or e-voting service provider name i.e. KFinTech after which the Member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period. vi. Members can also download the NSDL Mobile App “NSDL Speed-e” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Members holding equity shares in demat mode with CDSL	A. Existing user who have opted for Electronic Access To Securities Information (“Easi / Easiest”) facility: i. Visit https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com ii. Click on New System Myeasi. iii. Login to MyEasi option under quick login. iv. Login with the registered user ID and password. v. Members will be able to view the e-voting Menu. vi. The Menu will have links of KFinTech e-voting portal and will be redirected to the e-voting page of KFinTech to cast their vote without any further authentication.
	B. Users who have not opted for Easi/Easiest: i. Visithttps://web.cdslindia.com/myeasitoken/Registration/EasiRegistration for registering. ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii. After successful registration, please follow the steps given in point no. 1 above to castyour vote.

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	C. By visiting the e-voting website of CDSL: i. Visithttps://evoting.cdslindia.com/Evoting/EvotingLogin ii. Provide demat Account Number and PAN iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the demat Account. iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company or select KFinTech. v. Members will be re-directed to the e-voting page of KFinTech to cast their vote without anyfurther authentication.
Individual Members (holding equity shares in demat mode) logging through their depository participants	i. Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility. ii. Once logged-in, Members will be able to view e-voting option. iii. Upon clicking on e-voting option, Members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv. Click on options available against Company’s name or KFinTech. v. Members will be redirected to e-voting website of KFinTech for casting their vote duringthe remote e-voting period without anyfurther authentication.

C. By visiting the e-voting website of CDSL:
i.
Visithttps://evoting.cdslindia.com/Evoting/EvotingLogin
ii. Provide demat Account Number and PAN
iii. System will authenticate user by sending OTP on registered mobile and email
as recorded in the demat Account.
iv. After successful authentication, please enter the e-voting module of CDSL.
Click on the e-voting link available against the name of the Company or
select KFinTech.
v. Members will be re-directed to the e-voting page of KFinTech to cast their
vote without anyfurther authentication.

Individual
Members
(holding
equity shares
in demat
mode) logging
through their
depository
participants

i.
Members can also login using the login credentials of their demat account
through their DP registered with the Depositories for e-voting facility.
ii. Once logged-in, Members will be able to view e-voting option.
iii. Upon clicking on e-voting option, Members will be redirected to the NSDL
/ CDSL website after successful authentication, wherein they will be able to
view the e-voting feature.
iv. Click on options available against Company’s name or KFinTech.
v. Members will be redirected to e-voting website of KFinTech for casting their
vote duringthe remote e-voting period without anyfurther authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Members holding equity shares in demat mode for any technical issues related to login through NSDL / CDSL:

Members facing any technical issue - NSDL	Members facing any technical issue - CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call on toll free number: 022-4886 7000 / 022-2499 7000	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact on 1800 22 55 33.

(b) Login method for remote e-voting for Members other than Individual’s holding shares in demat mode and Members holding equity shares in physical mode.

(I) Members whose email IDs are registered with the Company / Depository Participants, will receive an email from KFinTech which will include details of e-voting Event Number (EVEN), USER ID and Password. They will have to follow the following process:

i. Launch internet browser by typing the URL: https:// evoting.kfintech.com/

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ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a Member is registered with KFinTech for e-voting, they can use their existing User ID and password for casting the vote.
iii. After entering these details appropriately, click on “LOGIN”.
iv. Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt the Member to change their password and update their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that Members do not share their password with any other person and that they take utmost care to keep their password confidential.
v. Members would need to login again with the new credentials.
vi. On successful login, the system will prompt the Member to select the “EVENT” i.e., ‘8549’ and click on “Submit”
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, a Member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding of the shareholder as on the cut-off date. A Member may also choose the option ABSTAIN. If a Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
viii.Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.
ix. Voting has to be done for each item of the notice separately. In case a Member does not desire to cast their vote on any specific item, it will be treated as abstained.
x. A Member may then cast their vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once a Member has voted on the resolution (s), they will not be allowed to modify their vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

(II) Members whose email IDs are not registered with the Company/Depository Participants and e- voting instructions cannot be serviced, will have to follow the following process:

i. Members who have not registered their email address, thereby not being in receipt of the Postal Ballot Notice and e-voting instructions, may get their email address and mobile number submitted with KFinTech by following the below steps:

Procedure for Registration of email and Mobile securities in physical mode

Physical shareholders are hereby notified that based on SEBI Circular number: SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37, dated March 16th, 2023, All holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio

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numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/update the contact details through submitting the requisite ISR 1 form along with the supporting documents.

ISR 1 Form can be obtained by following the link: https://ris.kfintech.com/clientservices/isc/default.

Aspx ISR Form(s) and the supporting documents can be provided by any one of the following modes.

i) Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or

ii) Through hard copies which are self-attested, which can be shared on the address below; or Name KFIN Technologies Limited

Address Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana India - 500 032.

iii) Through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx# Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.

ii. Members are requested to follow the process as guided to capture the email address and mobile number for receiving the soft copy of the Postal Ballot Notice and e-voting instructions along with the User ID and Password. In case of any queries, Members may write to [email protected] / company’s mail id- [email protected].

iii. Alternatively, Members may send an e-mail request at the email id [email protected]/ company’s mail id [email protected] along with scanned copy of the request letter, duly signed, providing their email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal ballot Notice and the e-voting instructions.

iv. After receiving the e-voting instructions, please follow all the above steps to cast your vote by electronic means.

v. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin on 1800 309 4001 (toll free).

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12. Contact details for addressing e-voting grievances:

Mr. Ganesh Chandra Patro, Assistant Vice President, M/s KFin Technologies Limited, Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad- 500 032, Telangana Phone No.: + 91 40 67161630 Toll-free No.: 1800-309-4001 E-mail: [email protected]; Company’s mail id – [email protected].

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item Nos. 1 & 2:

The Zinka Logistics Solutions Limited - Employee Stock Option Scheme 2016 (“ESOP 2016” or “Scheme”) was approved and adopted by the Board on 26[th] April 2016, and Shareholders on 21[st] May 2016. Further, the corporate actions of Bonus Issue of equity shares by the Company were undertaken by way of the resolutions of the Board and Shareholders, each dated 10[th] June 2024. ESOP 2016 was subsequently amended in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”), pursuant to the resolutions of the Board on 3[rd] July 2024 and shareholders at their meetings held on 4[th] July, 2024 for the benefit of the eligible employees of the Company, its Subsidiary Companies (as defined under the Companies Act, 2013 (“Act”) and Group companies (as permitted), which entitles them to the shares of the Company.

The ESOP 2016 has been formulated by the Board with an aim to encourage and motivate employees of the Company, its Subsidiary Companies and Group companies (as permitted) in strengthening and improving their performance, thereby contributing to the overall growth of the Company.

The Nomination and Remuneration Committee shall administer the ESOP 2016 in accordance with the applicable laws.

In terms of Regulation 12(1) of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”), no company is permitted to make any fresh grants which involves allotment or transfer of shares to its employees under an employee stock option scheme formulated prior to listing of its shares unless such scheme is in conformity with the SEBI (SBEB & SE) Regulations and is ratified by its members after the listing of the shares of the Company. Approval of the Members is being sought for ratification of the ESOP 2016 and the issue of employee stock options (“ESOPs”) to the eligible employees as may be determined by the Nomination and Remuneration Committee in accordance with the ESOP 2016.

The Company appreciates the role people play in organizational growth. It strongly feels that the value created by its people should be shared with them. To create the feeling of inclusiveness and recognizing the contribution of the employees in building up the Company and to promote the culture of employee ownership and as well as to attract, retain, motivate and incentivize employees, the Company is intending to issue employee stock options under an employee stock option plan namely “Zinka Logistics Solutions Limited -Employee Stock Option Scheme 2016 (“ESOP 2016”) to the employees of the Company, its Subsidiary Companies and Group Companies, as relevant, as determined from time to time.

The Board of Directors passed resolution through circulation on December 4, 2024 subject to the approval of the members, and approved the proposal for ratification of ESOP2016 and ratification of the extension of the benefits under ‘Employee Stock Option Scheme 2016’ to the employees of subsidiary companies and group companies of the Company, as recommended by the Nomination and Remuneration Committee of the Company on December 4, 2024.

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The particulars as required under Section 62 (1)(b) of the Companies Act, 2013 and SEBI (SBEB &SE) Regulations are provided in Annexure I .

None of the Directors or Key Managerial Personnel (as defined under the Act) and their immediate relatives are concerned or interested, financially or otherwise, except to the extent that the stock options may be granted to any of them pursuant to the Scheme. The Board thereby recommends passing of the resolutions as set out under Item Nos. 1 & 2 of this notice for approval of the Members as Special Resolutions.

Item Nos. 3 & 4:

The Zinka Logistics Solutions Limited - Employee Stock Option Scheme 2019 (“ESOP 2019” or “Scheme”) was approved and adopted by the Board on 18[th] January 2019, and Shareholders on 12[th] February, 2019, and amended by Board and Shareholders resolution dated 12[th] July, 2021 and 13[th] July, 2021, respectively. Further, the corporate actions of Bonus issue of equity shares by the Company were undertaken by way of the resolutions of the Board and Shareholders, each dated 10[th] June, 2024. ESOP 2019 was subsequently amended in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”), pursuant to the resolutions of the Board on 3[rd] July 2024 and shareholders at their meetings held on 4[th] July, 2024 for the benefit of the eligible employees of the Company, its Subsidiary Companies (as defined under the Companies Act, 2013 (“Act”) and Group companies (as permitted), which entitles them to the shares of the Company.

The ESOP 2019 has been formulated by the Board with an aim to encourage and motivate employees of the Company, its Subsidiary Companies and Group companies (as permitted) in strengthening and improving their performance, thereby contributing to the overall growth of the Company.

The Nomination and Remuneration Committee shall administer the ESOP 2019 in accordance with the applicable laws.

In terms of Regulation 12(1) of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”), no company is permitted to make any fresh grants which involves allotment or transfer of shares to its employees under an employee stock option scheme formulated prior to listing of its shares unless such scheme is in conformity with the SEBI (SBEB & SE) Regulations and is ratified by its members after the listing of the shares of the Company. Approval of the Members is being sought for ratification of the ESOP 2019 and the issue of employee stock options (“ESOPs”) to the eligible employees as may be determined by the Nomination and Remuneration Committee in accordance with the ESOP 2019.

The Company appreciates the role people play in organizational growth. It strongly feels that the value created by its people should be shared with them. To create the feeling of inclusiveness and recognizing the contribution of the employees in building up the Company and to promote the culture of employee ownership and as well as to attract, retain, motivate and incentivize employees, the Company is intending to issue employee stock options under an employee stock option plan namely “Zinka Logistics Solutions Limited -Employee Stock Option Scheme 2019 (“ESOP 2019”)” of the employees of the Company, its Subsidiary Companies and Group Companies, as relevant, as determined from time to time.

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The Board of Directors passed resolution through circulation on December 04, 2024, subject to the approval of the members, and approved the proposal for ratification in ESOP 2019 and ratification of the extension of the benefits under ‘Employee Stock Option Scheme 2019’ to the employees of subsidiary companies and group companies of the Company, as recommended by the Nomination and Remuneration Committee of the Company on December 4, 2024.

The particulars as required under Section 62 (1)(b) of the Companies Act, 2013 and SEBI (SBEB &SE) Regulations are provided in Annexure I .

None of the Directors or Key Managerial Personnel (as defined under the Act) and their immediate relatives are concerned or interested, financially or otherwise, except to the extent that the stock options may be granted to any of them pursuant to the Scheme. The Board thereby recommends passing of the resolutions as set out under Item Nos. 3 & 4 of this notice for approval of the Members as Special Resolutions.

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Annexure-I

Particulars	ESOP- 2016	ESOP- 2019
a) Brief Description	The ESOP 2016 & ESOP 2019 will be administered by the Nomination and Remuneration Committee of the Company. The Company strongly believes that an equity component in the compensation goes a long way in aligning the objectives of an individual with those of the organization. The underlying philosophy of respective ESOP 2016 & ESOP 2019 Schemes is to enable the Employees/ Directors, present and future, to share the wealth that they help to create for the organization over a certain period of time. The objective of the Schemes is to reward the Employees for their contribution to the success of the Company and to provide an incentive to continue contributing to the success of the Company.
b) Total number of ESOP options/shares	The maximum options under the pool of ESOP- 2016 that may be granted shall be 52,21,276 options which shall correspond to 52,21,276 Equity shares, in one or more tranches, on such other terms and conditions as the Nomination and Remuneration Committee, may decide from time to time, subject to any adjustment as may be required due to any corporate action or change in control of the Company. The Company prior to its IPO has granted 49,14,863 options (after bonus effect)	The maximum options under the pool of ESOP -2019 shall be 4,38,04,50,000 shall correspond to 43,80,450 Equity shares, in one or more tranches, on such other terms and conditions as the Nominee and Remuneration Committee, may decide from time to time, subject to any adjustment as may be required due to any corporate action or change in control of the Company. The Company prior to its IPO has granted 2,88,44,80,041 options (after bonus effect).
c) Identification of classes of employees entitled to participate in the Employees Stock Option Scheme	Post listing of the equity shares of the Company on a recognized stock exchange (BSE Limited and the National Stock Exchange of India Limited): (a) an employee as designated by the Company, who is exclusively working in India or outside India; (b) a director of the Company, whether a whole-time director or not, including a non- executive director who is not a promoter or member of the promoter group, but at all times excluding an independent director of the Company; or (c) an employee, as described in clauses (a) or (b) above, of a group company including subsidiary or its associate company, in India or outside India, or of a holding company, if applicable, of the Company; but shall not include:

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	(1) an employee who is a promoter or a person belonging to the promoter group; or (2) a director who either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% (ten percent) of the outstanding equity shares of the Company. The eligibility to participate in the respective ESOP 2016 and ESOP 2019 is subject to such criteria as may be determined by the Nomination and Remuneration Committee at its discretion, including, but not limited to, the performance metrics on the achievement of which the granted ESOPs would vest and which may be specified in the respective letters of grant to be issued to the grantee.
d) Appraisal Process for determining the eligibility of the employees to ESOPs	The appraisal process for determining the eligibility of the Employee will be specified by the Nomination & Remuneration Committee and will be based on criteria such as the grade of Employee, length of service, performance record, merit of the Employee, future potential contribution by the Employee and/or by any such criteria that may be determined by the Nomination and Remuneration Committee.
e) Requirements of vesting and period of vesting	Vesting of Options would be a function of continued employment with the Company or its Subsidiary or its Associate or Group companies (as may be applicable) and achievement of performance criteria as specified by the Nomination & Remuneration Committee as communicated on Grant of Options. There shall be a minimum period of 12 (twelve) months between the Grant Date of the Options and the Vesting Date of the Options. The vesting may occur in one or more tranches, subject to the terms and conditions of vesting, as stipulated in the respective ESOP 2016 and ESOP 2019.
f) Maximum period within which the options shall be vested	The maximum vesting period shall be decided by the Nomination and Remuneration Committee.
g) Exercise price or the formula for arriving at the same	Exercise Price means the price at which the Option Grantee is entitled to acquire the equity shares pursuant to the options granted and vested in him/her under the Scheme. The Exercise Price shall be as may be decided by the Nomination and Remuneration Committee as is allowed under the respective ESOP Scheme 2016 and ESOP Scheme 2019, which in any case will not be lower than the face value of the equity shares of the Company on the date of such grant. The same shall be subject to any fair and reasonable adjustments that may be made on account of corporate actions of the Company in order to comply with the applicable laws. No amount shall be payable by the option grantee at the time of grant and hence no amount is required to be forfeited, even if any employee(s) does not exercise the options within the exercise period and accordingly no adjustment is required to be made for the same.
h) Exerciseperiod andprocess of exercise:

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Particulars	ESOP-2016	ESOP-2019
While in Employment	The Option Grantee shall be entitled to Exercise the Options: (i) where the Share have not been listed, at the time of a Liquidation Event or as and when it is directed by the Committee, whichever is earlier; and (ii) where the Shares have been listed, fulfillment of certain performance parameters as determined by the Committee.	The Option Grantee shall be entitled to Exercise the Options: (i) where the Share have not been listed, at the time of a Liquidation Event or as and when it is directed by the Committee, whichever is earlier; and (ii) where the Shares have been listed, fulfillment of certain performance parameters as determined by the Committee. On Exercise, every 1,000 (one thousand) Options will entitle the Option Grantee 1 (one)ESOP Share.
Separation due to Permanent Incapacity.	In the event of separation of an Option Grantee from the Company due to Permanent Incapacity, while in the employment of the Company, all the Unvested Options shall Vest with the Option Grantee immediately on the date of such Permanent Incapacity. In the event that the Shares of the Company are not listed on a recognized stock exchange, all the Vested Options shall be exercised in full by the Option Grantee at the Liquidation Event or as and when it is directed by the Committee, whichever is earlier. In the event of inability of the Option Grantee to Exercise his options due to such incapacity, the nominee or legal heirs of such Option Grantee may Exercise the Options in such manner as may be decided by the nominee or legal heirs, in their discretion. The Options, to the extent not Exercised, shall lapse and be deemed forfeited.	In the event of separation of an Option Grantee from the Company due to Permanent Incapacity, while in the employment of the Company, all the Unvested Options shall Vest with the Option Grantee immediately on the date of such Permanent Incapacity. In the event that the Shares of the Company are not listed on a recognized stock exchange, all the Vested Options shall be exercised in full by the Option Grantee at the Liquidation Event or as and when it is directed by the Committee, whichever is earlier. In the event of inability of the Option Grantee to Exercise his options due to such incapacity, the nominee or legal heirs of such Option Grantee may Exercise the Options in such manner as may be decided by the nominee or legal heirs, in their discretion. The Options, to the extent not Exercised, shall lapse and be deemed forfeited.
Separation due to Death	In the event of death of an Option Grantee while in the employment of the Company, all the Unvested Options shall Vest with the legal heirs or nominees of the Option Grantee immediately on the date of such death.	In the event of death of an Option Grantee while in the employment of the Company, all the Unvested Options shall Vest with the legal heirs or nominees of the Option Grantee immediately on the

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	In the event that the Shares of the Company are not listed on a recognized stock exchange, all the Vested Options shall be Exercised in full by the legal heirs or nominees of such Option Grantee at the Liquidation Event or as and when it is directed by the Committee, whichever is earlier. The Options, to the extent not Exercised, shall lapse and be deemed forfeited.	date of such death or as decided by the Committee on case to case basis. In the event that the Shares of the Company are not listed on a recognized stock exchange, all the Vested Options shall be exercised in full by the legal heirs or nominees of such Option Grantee at the Liquidation Event or as and when it is directed by the Committee, whichever is earlier. The Options, to the extent not Exercised, shall lapse and be deemed forfeited.
Resignation/ Termination	All the Unvested Options as on the effective date of such resignation / termination shall lapse, expire and stand terminated, without any liability to the Company and all rights of the Option Grantee thereunder shall stand extinguished. All Vested Options as on that date may be Exercised by the Option Grantee at the Liquidation Event or as and when it is directed by the Committee, whichever is earlier and, in such manner, as may be decided by the Option Grantee, in his/her discretion. Subject to the terms and conditions formulated by the Committee, Option Grantee is entitled to retain all Vested Options. The Options, to the extent not Exercised, shall lapse and be deemed forfeited.	In the event of resignation by the Option Grantee or termination or determination of the employment or engagement of the Option Grantee by the Company for any reason other than for Cause, all Unvested Options as on the effective date of such resignation / termination shall lapse, expire and stand terminated, without any liability to the Company and all rights of the Option Grantee thereunder shall stand extinguished. In the event that the Shares of the Company are not listed on a recognized stock exchange, all Vested Options as on that date may be Exercised by the Option Grantee at the Liquidation Event or as and when it is directed by the Committee, whichever is earlier. Subject to the terms and conditions formulated by the Committee, Option Grantee is entitled to retain all Vested Options. The Options, to the extent not Exercised, shall lapse and be deemed forfeited. Further, the Committee may require the Option Grantee to transfer all the ESOP Shares if any, held by him/her to such persons and on such terms as may be determined byit in its absolute discretion.
Termination due to misconduct or due to breach of Company policies or the terms of employment	The Option Grantee’s Vested Options, to the extent unexercised shall cease to be exercisable and the Unvested Options shall lapse forthwith.	If the employment or engagement of the Option Grantee is terminated by the Company due to Cause, the Option Grantee’s Vested Options, to the extent unexercised shall thereupon cease to be

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		exercisable and the Unvested Options shall lapse forthwith.
Retirement	In the event of Option Grantee ceasing to be an Employee of the Company by reason of Retirement, the Company may allow for Vesting of the Unvested Options in accordance with the respective Vesting schedules beyond the cessation of employment in accordance with the Company’s policies and the Applicable Law. All the Vested Options as on date of retirement can be exercised by the Option Grantee within his/her last working day.	In the event of Option Grantee ceasing to be an Employee of the Company by reason of Retirement, the Company may allow for Vesting of the Unvested Options in accordance with the respective Vesting schedules beyond the cessation of employment in accordance with the Company’s policies and the Applicable Law. All the Vested Options as on date of retirement can be exercised by the Option Grantee within his/her last working day.
i) Lock-in period, if any	The Shares arising out of the exercise of vested Options shall not be subject to any lock - in period after such exercise.
j) Maximum number of options to be granted per employee and in aggregate	The maximum number of Options that shall be granted to each Grantee under the respective ESOP Scheme 2016 and ESOP Scheme 2019 shall not exceed 1% of Fully Diluted Share Capital at the time of the Grant per year, however the Nomination and Remuneration Committee reserves the right to decide the number of Options that can be granted and the maximum number of Options that can be granted to each Grantee within this ceiling.
k) Maximum quantum of benefits to be provided per Employee under the Plan	Unless otherwise determined by the Nomination and Remuneration Committee, the maximum benefits underlying the equity shares acquired by employees pursuant to the exercise of the Options will be the market price of the equity shares. Apart from grant of Options as stated above, no monetary benefits are contemplated under the ESOP 2016 and ESOP 2019.
l) Whether the Plan is to be implemented and administered directly by the Company or through a trust	The Plan is to be implemented and administered directly by the Company through the Board of Directors (including Nomination and Remuneration Committee) of the Company.
m) Whether the Plan involves new issue of shares by the Company or secondary acquisition by the trust	Since the ESOP shall be granted directly to the employees (without trust route), this route would involve new/ fresh issue of shares by the Company.

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n) The amount of loan to be provided for implementation of the Plan by the Company to the trust, its tenure, utilization, repayment terms, etc.	None
o) maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme(s)	Not Applicable
p) Method which the company shall use to value its options	Since the Company opts for expensing of share-based employee benefits using the fair value method, the following statement will not be applicable viz. in case the company opts for expensing of share-based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors’ report and the impact of this difference on profits and on earnings per share (“EPS”) of the company shall also be disclosed in the Directors' report.
q) Conditions under which option vested in employees may lapse e.g. in case of termination of employment for misconduct	Please refer point (h) above.
r) Specified time period within which the employee shall exercise the vested options in the event of a proposed	Please refer point (h) above.

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termination of employment or resignation of employee s) Statement to the The Company shall comply with the applicable accounting standards effect that the company shall comply with the applicable accounting standards t) Variation of Nil terms of the scheme u) Rationale of the Not Applicable variation of the terms of the scheme v) Details of the Not Applicable employees who are beneficiaries of such variation w) Terms & None conditions for buyback, if any, of specified securities covered under these regulations.

By Order of the Board of Directors For Zinka Logistics Solutions Limited

Sd/Barun Pandey Company Secretary and Compliance Officer M. No. A39508

Date: 04-12-2024

Place: Bengaluru

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[27]

AI assistant

BlackBuck Limited Proxy Solicitation & Information Statement 2024

60120_rns_2024-12-10_b8d5ad68-58d5-4478-9977-33531d389ffb.pdf

Ref: BLACKBUCK/CORP/2024-25/9 December 09, 2024

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

For Zinka Logistics Solutions Limited

POSTAL BALLOT NOTICE

SPECIAL BUSINESS:

1. Ratification of Zinka Logistics Solutions Limited Employee Stock Option Scheme 2016

3. Ratification of Zinka Logistics Solutions Limited Employee Stock Option Scheme 2019

4. Ratification of the extension of the benefits under ‘Employee Stock Option Scheme 2019’ to the employees of subsidiary companies and group companies of the Company

By Order of the Board of Directors For Zinka Logistics Solutions Limited

Date: 04-12-2024 Place: Bengaluru

NOTES:

The instructions for Members for remote e-voting are as under:

11 . Procedure for E-voting:

(i ) E-voting Facility :

b. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE:

PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES

12. Contact details for addressing e-voting grievances:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item Nos. 1 & 2:

Item Nos. 3 & 4:

Annexure-I

AI assistant

BlackBuck Limited — Proxy Solicitation & Information Statement 2024

60120_rns_2024-12-10_b8d5ad68-58d5-4478-9977-33531d389ffb.pdf

Ref: BLACKBUCK/CORP/2024-25/9 December 09, 2024

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

For Zinka Logistics Solutions Limited

POSTAL BALLOT NOTICE

SPECIAL BUSINESS:

1. Ratification of Zinka Logistics Solutions Limited Employee Stock Option Scheme 2016

3. Ratification of Zinka Logistics Solutions Limited Employee Stock Option Scheme 2019

4. Ratification of the extension of the benefits under ‘Employee Stock Option Scheme 2019’ to the employees of subsidiary companies and group companies of the Company

By Order of the Board of Directors For Zinka Logistics Solutions Limited

Date: 04-12-2024 Place: Bengaluru

NOTES:

The instructions for Members for remote e-voting are as under:

11 . Procedure for E-voting:

(i ) E-voting Facility :

b. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE:

PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES

12. Contact details for addressing e-voting grievances:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item Nos. 1 & 2:

Item Nos. 3 & 4:

Annexure-I

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BlackBuck Limited Proxy Solicitation & Information Statement 2024