Your directors' have pleasure in presenting their 12th Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31, 2025.

1. Financial summary or highlights/Performance of the Company (Standalone)

2. Brief description of the Company's working during the year/State of Company's affair

During the FY 2024-25, Company has almost doubled its revenue as posted revenue of INR 36,781 Lacs in Comparison of
INR 19,308.76 Lacs having a growth of approx. 91% on Y-o-Y basis. Posted EBIDTA margin growth of approx. 24% on Y-o-Y
basis as its stand at INR 25271.89 Lacs in comparison to INR 2077.08 Lacs of the previous year. PBT witness growth of
23% on Y-o-Y basis as its Stand at INR 1948.37 Lacs in comparison to INR 1577.26 Lacs. After making a provision of taxes
including deferred tax and tax adjustment of earlier years profit after tax stand at INR 1436.31 Lacs against INR 1166.91 Lacs
in previous year which is up by 23%. Further cargo tonnage volume has been increased by 3.9% as Company handled 3859
Tons in Comparison of 3714 Ton in previous year.

Further on standalone basis Passenger Segment revenue has been increased from INR 10062.92 Lacs to INR 21806.15 Lacs
on Y-o-Y Basis whereas Cargo Segment increased from INR 9245.84 Lacs to INR 14974.85 Lacs on Y-o-Y Basis. In Order to
increase its global footprint Company has Incorporated a Wholly Owned Subsidiary in UAE on 04th September, 2024 and to
expand its business operations in Cargo Sector Company has been appointed as GSSA of South African Airways SOC Limited
and Cathay Cargo respectively.

3. Change in the Nature of Business, if any

During the year under review, there were no major changes in the business.

4. Dividend

During the FY 2024-2025 your board of directors did not recommend any dividend for the financial year ended 31st March
2025.

5. General Reserves

During the financial year, there was no amount proposed to be transferred to the General Reserves.

6. Share Capital

During the financial year 2024-25, there has been no change in the Capital Structure of the Company. The authorized
share capital INR 30,00,00,000/- (Rupees Thirty Crores) and paid-up capital of INR 13,30,97,500 (Thirteen Crore Thirty
Lakh Ninety-Seven Thousand Five Hundred). The Company has not issued any equity shares with differential voting rights
or any sweat equity shares.

7. Details of Directors and Key Managerial Personnel Appointed and Resigned during the year

During the financial year 2024-2025 no Directors and Key Managerial Personnel has been appointed or resigned except
the following:

8. Board Committees

In terms of compliance of various applicable provisions of Companies Act, 2013 the Company has constituted Audit
Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee.

Audit Committee:

In terms of Section 177 of the Companies Act, 2013 the Board of Directors of the Company has constituted its Audit
Committee with the following members of the Board:

Sr. No. Name Designation Category

1. Mr. Ravi Sharma Chairman Non-Executive Independent

2. Mrs. Reena Aggarwal Member Non-Executive Independent

3. Mr. Nipun Anand Member Executive Director-Promoter

The members of Audit Committee are having financial knowledge, experience, expertise and exposure as all the
independent Directors are qualified professionals. The Committee overseas the work carried out by the management on
the financial reporting process and safeguards employed by them.

Powers of Audit Committee:

a. To investigate any activity with its terms of reference.

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee:

1. Oversight of Company's financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;

2. Recommending for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of Payment to Statutory Auditors of the Company for any services rendered by the Statutory Auditors;

4. Reviewing with the management, the quarterly /half yearly/yearly financial statements before submission to the
Board for approval;

5. Reviewing with the management, the annual financial statements and Auditors Report thereon before submission
to the Board for approval, with particular reference to:

a. Matter required including in the Directors Responsibility Statement to be included in the Board's Report in
terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major adjustments made in financial statements arising out of audit findings;

d. Compliances with legal requirements relating to financial statements;

e. Disclosure of any related party transactions; and

f. Qualifications in the draft Audit Report;

Further other terms of reference as mentioned in Section 177 (4) of the Companies Act, 2013. The Audit Committee invites
executives who are considered important for the functioning of the Committee including functional heads (particularly
the head of finance), representatives of the Statutory Auditors and the Internal Auditors, to be present at the meeting. The
Company Secretary also acts as the Secretary of the Audit Committee.

During the FY 2024-2025 Audit Committee has met three times on 30.05.2024, 30.08.2024 and 14.11.2024 respectively.
Stakeholder Relationship Committee

In terms of Section 178 of the Companies Act, 2013 the Board of Directors of the Company has constituted its Stakeholder
Relationship Committee with the following members of the Board:

The Stakeholders Relationship Committee given the roles and powers as mentioned in Section 178 of the Companies Act,

2013 which are as follows:

1. Considering and resolving the grievance of security holders of the Company including complaints related to transfer
of shares, non-receipt of annual report and non-receipt of declared dividends;

2. Monitoring transfers, transmissions, dematerialization, remateralization, splitting and consolidation of Equity
Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission
of shares and debentures;

3. Reference to statutory and regulatory authorities regarding investor grievances;

4. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

5. Such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the
Company and/or pursuant to the provisions of the Act read with SEBI (LODR) Regulations, 2015.

During the FY 2024-2025 Stakeholder Relationship Committee has met two times on 30 th August 2024 and 17th February

2025 respectively.

9. Particulars of Employees

None of the employees of the Company are in receipt of remuneration exceeding the limits prescribed in (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Further in Compliance of Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the details are as follows:

10. Board Meetings

In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 2013, Five (5) Board
Meetings were held during the financial year. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013. During the financial year 2024-2025 board of directors met on 18/04/2024, 30/05/2024,
30/08/2024, 14/11/2024, and 17/02/2025.

11. Board Evaluation

Pursuant to the Provisions of Section 178 of the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015,
Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation of
independent directors, executive directors and board whole as well as working of its Audit, Nomination and Remuneration
committee has been carried out during the financial year 2024-2025.

12. Statement on Declaration by an Independent Director(s)

All the Independent directors of the company have given their independency declaration pursuant to sub-Section (7) of
Section 149 of the Companies Act, 2013. In the opinion of the board independent directors appointed during the year have
integrity, expertise and experience (including proficiency).

13. Nomination and Remuneration Committee and Remuneration Policy

In terms of Compliance of Section 178 of the Companies Act, 2013 the Company has constituted Nomination and
Remuneration Committee with the following members of the Board:

Director Remuneration Policy

The policy aims to:

Independent Directors: The Non-Executive Directors are given sitting fees only, as recommended by Nomination &
Remuneration Committee and approved by the Board.

Executive Directors: The Executive Directors are remunerated on the recommendation of the Nomination & Remuneration
Committee and the approval of Board of Directors and the Shareholders of the Company.

Roles and Power of Nomination and Remuneration Committee

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and
shall carry out evaluation of every director's performance;

5. Determining, reviewing and recommending to the Board, the remuneration of the Company's Managing/ Joint
Managing/ Deputy Managing/ Whole time/ Executive Director(s), including all elements of remuneration package;

6. To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;

7. Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option
Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/
regulatory guidelines;

8. Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory
authorities;

During the FY 2024-2025 Nomination and Remuneration Committee has met on 18th April 2024, 30th August 2024 and
14th November 2024 respectively.

14. Details of Subsidiary/Joint Ventures/Associate Companies

TheCompanyhas0neassociateCompanynamelyTeleportCommerceINPrivateLimited(CIN:U62100DL2019PTC345290),
One wholly owned subsidiary namely ANSP Global Services Private Limited (CIN: U34300DL2022PTC396273)
incorporated on 07/04/2022 and Incorporate Wholly owned Subsidiary in UAE in the name of Zeal Global Services LLC
-FZ on 04/09/2024.Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of
the financial statement of a Company's subsidiary or subsidiaries, associate Company or companies and joint venture or
ventures is given in Form AOC-1 and attached as Annexure-I.

Name of the Companies, which become or ceased as Subsidiaries/Joint Ventures/Associates Companies during
the year.

15. Auditors

Pursuant to the provisions of Sections 139 of the Companies Act, 2013 and other applicable provisions, if any, Therefore,
board has been appointed M/s Goel Gaurav and Co. Chartered Accountants, Ghaziabad, UP (PR No. 014209/FRN022467C)
as Statutory Auditors of the Company to hold office from 11th Annual General Meeting of the Company till the conclusion
of AGM to be held in the year 2029.

Further, the Statutory Auditors have confirmed that they are not disqualified under any provisions of Section 141(3) of
the Companies Act, 2013 and also their engagement with the Company is within the prescribed limits u/s 141(3)(g) of the
Companies Act,2013.

16. Auditors Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self¬
explanatory and do not call for any further comments.

17. Risk management policy

Risk Management is an integral and important aspect for the Company the Board of the Company has duly constituted Risk
Management policy which will assist the Board in monitoring and reviewing the risk management plan, implementation
of the risk management framework of the Company. Although the Company has defined business objectives based
on strategy for each of business, its ability to achieve the expected results may get limited owing to some internal and
external risks. Major risks identified by the business and functions are systematically addressed through mitigation
actions on a continuing basis.

The Company is dependent on few numbers of customers and airlines. Loss of any of these customers and airlines will
significantly affect our revenues and profitability.

Our business is primarily dependent upon a continuing relationship with IATA Agents for sales of our services. Any
reduction or interruption in the business of these IATA Agents, or a substantial decrease in orders placed by these IATA
Agents may have an adverse impact on the revenues and operations of our Company. Further, we do not have any long¬
term or exclusive arrangements with dealers or distributors for selling our services.

The fall in cargo volumes and the increase in transport capacity caused freight rates to drop, which may adversely affect
our business operation and financial condition.

We face competition in our business from organized and unorganized players, which may adversely affect our business
operation and financial condition.

18. Material changes and commitments, if any, affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of the
report.

There have been no material changes in the business, which may affect financial position of the Company.

19. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company's operations in future

The Company has not received any significant and material order by any regulators, Tribunal or Courts which shall
impact the going concerns status & Company's operations in future.

20. Deposits

The Company has neither accepted nor renew any deposits falling under Chapter V of Companies Act, 2013.

21. Secretarial Audit Report

In Compliance of Section 204 of the Companies Act, 2013, Company has appointed M/s Dharmveer Dabodia and
Associates, Company Secretaries as Secretarial Auditors of the Company. The report of Secretarial Auditor has issued
report in form MR-3 for FY 2024-2025 and same is enclosed as Annexure-II to this report.

22. Particulars of loans, guarantees or investments under section 186

The Company has not made any investment during the financial year 2024-2025 except the investment made in Zeal
Global Services LLC- FZ in accordance to Section 186 of the Companies Act, 2013. Further Company has not provided any
loans or guarantees or Security during the FY 2024-2025.

23. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered by the Company with related parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 and marked as Annexure III.
With reference to Section 134(3)(h) of Companies Act, 2013 all contracts and arrangement with related parties under sec
188(1) entered by the Company during the financial year were in ordinary course of business at arm length basis.

24.Obligation of Company under the sexual harassment of women at workplace (Prevention, Prohibition and
Redressal) Act, 2013

In order to prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 has been notified on 09th December 2013. Under the said Act, every
Company is required to set up an Internal Complaints Committee to look into the complaints relating to sexual harassment
at work place of any women employee. The Company has adopted a policy for prevention of sexual harassment of Women
at workplace and has set up Committee for implementation of said policy. During the year, the Company has not received
any complaint on sexual harassment.

25.Internal Audit & Control

The Company appointed M/s AEPN and Associates, Chartered Accountants, New Delhi as formal internal auditors.
During the year, the Company continued to implement their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review
of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all
areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the
directions of Audit Committee on an ongoing basis to improve efficiency in operations.

26.Conservation of energy, technology absorption and foreign exchange earnings and outgo

As the Company is engaged in Service Industry therefore details of conservation of energy and technology absorption are
not required in compliance of rule 8 of the Companies (Accounts) Rules 2014, however the details of foreign exchange
earnings and outgo are as follows:

During the year, the total foreign exchange used was INR 9647.61 Lacs and total foreign exchange earning was INR
848.01 Lacs.

27.Corporate Social Responsibility (CSR)

The Provisions of Section 135 of the Companies Act, 2013 was applicable during the financial year 2024-2025 as
the Company has crossed the threshold limit of INR 5 Crore for FY 2024. The Company has framed its CSR Policy in
accordance to the provisions of the Section 135 of the Companies Act, 2013.

Brief Outline of CSR Policy are as follows:

Our CSR Policy is drafted in accordance with the Section 135, Companies (CSR Policy) Rules, 2014 and Schedule VII of
Companies Act, 2013. Our policy focus on the following CSR activities.

Eradicating hunger, poverty and malnutrition
Promoting Health care including Preventive Health care
Ensuring environmental sustainability

Employment and livelihood enhancing vocational skills and projects
Promotion of education & Road Safety Training and other activities as prescribed.

Composition of CSR Committee:

As the required expenditure was below than INR 50 Lacs therefore Company was not required to constitute its CSR
Committee during the FY 2024-2025.

Details of Average Profit and CSR Expenditure: -

Average Net profit of last three years: INR 1204.28 Lacs

Prescribed CSR Expenditure: - INR 24.09 Lacs

Details of CSR Spent during the Financial Year: INR 25.00 Lacs

a. Total amount to be spent for the financial year: - Nil

b. Amount unspent if any:- Nil

c. Manner in which the amount spent during the financial year:-

The Company has spent its CSR expenditure in compliance of section 135 of the Companies Act, 2013. The Details CSR
Report is annexed with this report as Annexure-IV.

28. Human Resources

The Company treats its "human resources" as one of its most important assets. The Company continuously invests in
attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people
attention are currently underway. The Company's thrust is on the promotion of talent internally through job rotation and
job enlargement. The Company maintains healthy, cordial and harmonious industrial relation at all level. The enthusiasm
of employee has enabled the Company to maintain its leader position in the industry.

29. Vigil Mechanism

In Pursuant to the provision of Section 177(9) & (10) of the Companies Act 2013, a Vigil Mechanism for Directors and
Employees to report genuine concerns has been established.

30. Management Discussion and Analysis Report

In Compliance of Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report for
the year ended 31st March 2025.

31. Compliance with Secretarial Standards

The Company has duly followed the applicable Secretarial standards, SS-1 & SS-2 relating to Meeting of the Board of
Directors and General Meeting respectively.

32. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, The copy of MGT-7 will be available at the website of the Company i.e. www.zeal-global.com,
Company will file MGT-7 in due course of time with ROC.

33. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause I of sub-section (3) of Section 134 of the Companies Act,
2013, shall state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

b. the directors have 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;

c. the directors have 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;

d. the directors have prepared the annual accounts on a going concern basis; and

e. The directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

34. Cost Records

The Central Government has not specified maintenance of cost record under section 148(1) of the Company Act, 2013 in
respect of our Company's product.

35. Risk Management

The company has comprehensive risk assessment, which is reviewed by the top management. Risk management is
very important part of the Company's business. The Company has in place an integrated risk management system. It
proactively identifies monitor and take precautionary and mitigation measures in respect of various risks that threaten
its operations and resources.

36. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Company has a well-placed internal financial control system which ensures that all assets are safe guarded and
protected and that the transactions are authorized, recorded and reported correctly. The Company s internal financial
control system also comprises due compliances with Company s policies and Standard Operating Procedures (SOPs).

37. Listing with Stock Exchange

The shares of the Company are listed and traded at NSE-SME platform. The Company has paid Listing fees to National
Stock Exchange of India Limited.

38. Transfer of Amounts to Investor Education and Protection Fund

The applicable provisions of the Section 124 of the Companies Act, 2013 are not applicable on the Company as Company
does not have unpaid dividend with them which required to transfer to IEPF.

39. 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

No application was made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

40. The details of difference between the amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

There is no information available in this respect.

41. Disclosures with respect to Demat Suspense Account/Unclaimed Suspense Account

The Provisions of Clause F of Schedule V of Regulation 34 of Details of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to the Company as Company does not
have any Demat Suspense Account/Unclaimed Suspense Account as on 31st March 2025.

42. Acknowledgements

The Director places on record their gratitude to all stakeholders for their assistance, cooperation and encouragement.
The Directors also wishes to place on record their sincere thanks to all investors, vendors, and employees for their
outstanding performance

For and on behalf of the Board of Directors of
Zeal Global Services Limited

(Formerly Zeal Global Services Private Limited)

Nipun Anand Vishal Sharma

Whole Time Director Managing Director

DIN:06788513 DIN:03595316

Date: 01.09.2025
Place: Delhi