Zinka Logistics Solution Limited - IPO

1. Some of its Investors have transferred 266,644 Equity Shares to Rajesh Kumar Naidu Yabaji, one of the company Promoters in the month of October 2024 as a gift/Rs.1 per Equity Share. These transfers did not involve any quid pro quo arrangements and were not contingent on the Company achieving certain business / financial milestone or listing of Equity Shares on the Stock Exchanges. There was no agreement subsisting prior to the DRHP to effect these transfers and accordingly were not disclosed in the DRHP. The said transfers will result in a gain of Rs.[*] million at the upper end of the price band to Rajesh Kumar Naidu Yabaji.

2. The Company and its Subsidiary, TZF Logistics Solutions Private Limited have incurred losses and witnessed negative operating cash flows in the past. Further, its Subsidiary, BlackBuck Finserve Private Limited, has witnessed negative operating cash flows in the past three financial years.

3. The company depends on its business partners in its payments and vehicle financing offerings. The company partners in its payments offering contribute to a significant portion of its revenues (41.04% and 42.50% of total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and one of its FASTag Partner Banks contributed to 29.62% and 33.51% of total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively. The loss of any such partners may adversely affect its business, results of operations and financial condition.

4. Its revenues are significantly dependent on the company payments and telematics offerings, which contributed 92.79% and 94.53% to its total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively. Any negative impact on these offerings could materially affect its business, results of operations and financial condition.

5. The company depends on certain key suppliers to procure a significant portion of its vehicle tracking solutions. The company does not enter into long-term agreements with these suppliers and any denial of supplies or loss of the relationship with these suppliers or any supply chain disruption could adversely affect its business, results of operations and financial condition.

6. The company is India's largest digital platform for truck operators (in terms of number of users) in Fiscal 2024, which comprises 27.52% of India's truck operators (Source: Redseer Report). An inability to attract new truck operators or retain its existing truck operators could materially and adversely affect its business, results of operations and financial condition.

7. The company derives a significant portion of its revenues through commission income (41.09% and 42.86% of total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively) and subscription fees (38.37% and 39.70% of total revenue from continuing operations in the three months ended June 30, 2024 and Fiscal 2024, respectively). Any fluctuation or negative trend in its commission income and/or subscription fees could materially affect its business, results of operations and financial condition.

8. The company has in the past failed to file certain forms with RBI for certain allotments made by the Company, within the prescribed timelines and have compounded such delays under FEMA, 1999 and the rules made thereunder and paid the compounding fee. The company has also paid late submission fees for delays in filing of forms with RBI in respect of certain allotments made by the Company and direct investments made by the Company in its Subsidiaries.

9. The company intend to utilize a part of the Net Proceeds towards investment in Blackbuck Finserve Private Limited, its NBFC subsidiary, which does not have an established operating history, for financing the augmentation of its capital base to meet its future capital requirements.

10. The company avail certain services of third-party service providers for its platform to implement the company sales and service strategy, and any disruption of or interference with its use of such service could adversely affect its business, results of operations and financial condition.