The Directors take the pleasure in presenting this 20^th Annual Report of Jet Freight Logistics Limited (the "Company" or
"JFLL") along with the Audited Financial Statements forthe Financial Year ("FY") ended on 31^st March, 2026.

The consolidated performance of the Company and its subsidiaries have been referred to whereverrequired.

FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The financial results forthe Financial Year ended 31^st March, 2026and the corresponding figures forthe last year are
as under: -

The above figures are extracted fromthe audited standalone and consolidatedfinancial statements ofthe Company

prepared inaccordance with the Indian Accounting Standards (“Ind AS").

NOTES:

1. The Consolidated Financial performance includes results of Jet Freight Logistics Limited and its Indian subsidiaries
i.e. Jet Freight Express Private Limited (JET EXP) and Vank Global Services Private Limited (VANK) and wholly
owned foreign subsidiaries i.e. Jet Freight Logistics BV and Jet Freight Logistics Inc. (together referredto as
''Group'') .

2. Previous periods'' figures have been regrouped, rearranged, and reclassified wherever necessary to correspond
with those of the current period.

COMPANY''S PERFORMANCE AND STATE OF AFFAIRS
Consolidated Performance

On a consolidated basis, the total income (gross) forFY 2025-2026stood at Rs. 44,429.87lakhs as against Rs. 44,532.89
lakhs in the previous FY. The profit after tax forFY 2025-2026 wasRs. 680.86lakhs, registering a growth of 81.54% over
the profit after tax of Rs. 375.05lakhs in FY 2024-2025.

Standalone Performance

On a standalone basis, the total income (gross) forFY 2025-2026stood at Rs. 44,802.80lakhs as against Rs. 43,774.84
lakhs in the previous financial year,reflecting a growth of 2.35%.The profit after tax forFY 2025-2026 wasRs. 680.25
lakhs, registering a growth of 82.57% overthe profit after tax of Rs. 372.60lakhs in FY 2024-2025.

The Company did not undergo any change in the nature of its business during the Financial Year 2025-2026.

There have been no material changes and commitments, affecting the financial position of the Company, that have
occurred between the end of the financial year to which the financial statements relate and the date of this Report.

TRANSFER TO RESERVES:

The Company has made no transfer to reserves forthe Financial Year 2025-2026.

DIVIDEND

The Board of Directors of the Company thought it would be prudent to conserve capital and has not recommended
dividend forthe FY 2025-26.

OVERVIEW OF AIR CARGO:

The Indian air cargo and integrated logistics industry continued to demonstrate resilience during the Financial
Year 2025-2026despite global macroeconomic challenges, evolving geopolitical developments and supply chain
disruptions. Growth in the sector continued to be supported by increasing cross-border trade, expanding e-commerce,
pharmaceutical exports, engineering goods, electronics and other high-value, time-sensitive cargo.

The Government of India continued to strengthen the country''s logistics ecosystem through initiatives such as the
National Logistics Policy, PM Gati Shakti National Master Plan, multimodal logistics parks, dedicated freight corridors
and enhanced airport cargo infrastructure. These initiatives are expected to improve logistics efficiency, reduce transit
time and logistics costs, and enhance India''s competitiveness in global trade.

The industry witnessed accelerated adoption of digital technologies, including automation, artificial intelligence, data
analytics, digital documentation and real-time cargo tracking solutions, enabling logistics service providers to improve
operational efficiency, cargo visibility and customer experience.

The global air cargo industry also experienced significant geopolitical challenges during the year. Continuing regional
conflicts, geopolitical tensions, airspace restrictions and disruptions to international shipping routes resulted in
changes to traditional trade lanes, longer transit times, higher freight and insurance costs and increased operational
complexities forlogistics operators. However, these developments also accelerated demand forair freight as
businesses increasingly preferred faster and more reliable transportation for high-value and time-sensitive cargo.
Logistics companies responded by diversifying transportation routes, strengthening multimodal logistics capabilities
and enhancing supply chain resilience.

The industry also continued to place greater emphasis on sustainability through adoption of environmentally responsible
practices, optimisation of transportation networks, energy-efficient warehousing, reduction of carbon emissions and
increased use of digital processes as part of broader Environmental, Social and Governance (ESG) initiatives.

Looking ahead, the long-term outlook forthe Indian air cargo and logistics industry remains positive. Rising international
trade, increasing manufacturing under the "Make in India" initiative, the "China Plus One" strategy, expansion of cross¬
border e-commerce, continued Government policy support, infrastructure development and digital transformation are

expected to drive sustained growth. While geopolitical uncertainties, fuel price volatility and changes in global trade
policies may continue to pose challenges, the Indian logistics sector remains well positioned to capitalise on emerging
opportunities and strengthen its role in global supply chains.

SIGNIFICANT EVENTS OCCURRED DURING THE FINANCIAL YEAR 2025-2026:

During the year under review, the following significant events occurred in the Company:

1. Strategic Partnership for India''s First Airbus A330 Passenger-To-Freighter (P2F) Widebody Cargo Aircraft
Programme:

During the Financial Year 2025-2026,the Company achieved a significant strategic milestone by entering into a
partnership with Elbe Flugzeugwerke GmbH (EFW),Germany, Seclink Group and Confity Capital Partners under
a multi-aircraft order forthe Airbus A330 Passenger-to-Freighter (P2F) Conversion Programme.

Pursuant to the said strategic collaboration, the Company became the first Indian cargo airline operator to
participate in the operation of widebody Airbus A330 P2Faircraft in India. The Airbus A330 P2Fconversion
programme, developed by Airbus in collaboration with EFW,facilitates the conversion of passenger aircraft into
dedicated freighter aircraft capable of transporting significantly higher cargo volumes across medium and long-
haul international routes.

This strategic initiative is expected to substantially strengthen the Company''s air cargo capabilities by enhancing
it''s carrying capacity, expanding its international route network and enabling the transportation of a broader
range of high-volume, time-sensitive and specialised cargo. The partnership also supports the Company''s long¬
term growth strategy of expanding its presence in the international air cargo and integrated logistics sector while
reinforcing its commitment towards delivering efficient, reliable and technology-driven logistics solutions.

The collaboration further aligns with the Government of India''s vision of strengthening the country''s aviation
and logistics infrastructure and positions the Company to capitalise on the growing opportunities arising from
increasing global trade, cross-border e-commerce and the expanding demand for dedicated air cargo services.

2. Alteration of the Memorandum of Association:

During the Financial Year 2025-2026,the Company altered the Object Clause of its Memorandum of Association
to align its constitutional documents with its evolving business strategy and future growth plans. The alteration
wasapproved by the Members of the Company by wayof a Special Resolution passed on September 25, 2025,
in accordance with the applicable provisions of the Companies Act, 2013and the rules made thereunder.

SHARE CAPITAL:

A. Authorised Share Capital:

The Authorised Share Capital of the Company comprises of Rs. 75,00,00,000/- (Rupees Seventy-Five CroreOnly)
divided into 15,00,00,000 Equity Shares of Rs. 5/-(Rupees Five Only) each.

B. Issued and Paid-up Share Capital and Warrants:

Ason the Financial Year March 31, 2026,the Issued and Paid of the Company stood at Rs. 23,20,18,920/-(Rupees
Twenty-Three Crores Twenty Lakhs Eighteen Thousand Nine Hundred and Twenty Only) divided into 4,64,03,784
Equity Shares of Rs. 5/-(Rupees Five Only) each.

Further, during the Financial Year 2025-2026,the Members of the Company, at the Extra-Ordinary General Meeting
held on February 20, 2026,approved the issuance of 4,04,57,750(Four CroreFour Lakh Fifty-Seven Thousand Seven
Hundred Fifty) Convertible Warrants on a preferential basis at an issue price of 18/-(Rupees Eighteen Only) per warrant,
aggregating up to 72,82,39,500/-(Rupees Seventy-Two CroreEighty-Two Lakh Thirty-Nine Thousand Five Hundred
Only), to certain persons/entities belonging to the Promoter Group and Non-Promoter Category, in accordance with
the applicable provisions of the Companies Act, 2013,the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018and other applicable laws.

Each warrant carries an entitlement to subscribe to and be allotted one fully paid-up equity share of face value
5/-each at a premium of 13/-per share, upon payment of the balance subscription amount, at any time within 18
(Eighteen) months from the date of allotment, subject to the terms and conditions of the issue.

Subsequent to the shareholders'' approval, the Company received in-principle approvals from BSE Limited and the
National Stock Exchange of India Limited on May 21, 2026.Pursuant thereto, the Board of Directors, at their meeting
held on June 05, 2026,allotted the Convertible Warrants to the eligible allottees who had paid the requisite 25%
towards the warrant subscription price in accordance with the applicable regulatory requirements.

The utilisation of funds raised through Preferential Issue will be reviewed and place before the Audit Committee as part
of quarterly review of financial results and the details of the same will be filed with the Stock Exchanges on a quarterly
basis, pursuant to Regulation 32of the SEBI Listing Regulations.

SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANY:

The Company has 4(Four) subsidiaries as on March 31, 2026,three of which are wholly-owned subsidiaries. There are
no associates orjoint venture companies within the meaning of Section 2(6)of the Companies Act, 2013 ("Act")as on
March 31, 2026.There has been no material change in the nature of the business of the subsidiaries.

Jet Freight Express Private Limited ("Jet XPS")

Jet XPS wasincorporated in June 17, 2018.Jet XPS is a wholly-owned subsidiary. The Company holds 100%stake
in Jet XPS as on March 31, 2026.During the financial year ended March 31, 2026,it achieved total revenue from
operations of 73.11lakhs, Earnings before interest, tax, depreciation and amortization (EBITDA), before exceptional
items of 1.18 lakhs and Profit before tax (PBT), before exceptional items, of 1.18 lakhs.

Jet Freight Logistics B.V.

Jet Freight Logistics B.V., a wholly-owned subsidiary of the Company is incorporated in Netherlands on April 22, 2021.
Jet Freight Logistics B.V. is yet to commence its operations.

Jet Freight Logistics Inc.

Jet Freight Logistics Inc., a wholly-owned subsidiary of the Company is incorporated in United States of America on
December 21, 2022.Jet Freight Logistics Inc. is yet to commence its operations.

Vank Global Services Private Limited (Vank)

Vank Global Services Private Limited, is a subsidiary of the Company. The Company holds 51%stake in Vank as on
March 31, 2026.During the financial year ended March 31, 2026,the Company did not carryout any operations during
the year,and accordingly the Earnings before interest, tax, depreciation and amortization (EBITDA), before exceptional
items stand NIL and Profit before tax (PBT), before exceptional items also stand NIL.

The Company does not have any material subsidiary as defined under Regulation 16(1)(c) of the SEBI Listing Regulations
2015.

The Policy fordetermining material subsidiary is available on the website of the Company and can be accessedhere

Subsequent to the closure of the Financial Year under review, the Board of Directors of the Company approved the
proposal formaking a strategic investment in Natwest Trade &Logistics Services - FZCO,a company incorporated
under the International Free ZoneAuthority (IFZA), Dubai, United Arab Emirates, with the objective of expanding the
Company''s international footprint and strengthening its presence across key global logistics markets.

The Company proposes to acquire 45%equity stake in Natwest Trade &Logistics Services - FZCO,pursuant to which,
upon completion of the proposed acquisition, the said entity will become an Associate Company of the Company.
Natwest Trade &Logistics Services - FZCOis engaged in the business of General Trading, Freight Brokerage,
Management Consultancy Services and technology-driven Freight & CargoBrokering Services. The proposed investment
is expected to strengthen the Company''s global logistics network, enhance its freight forwarding capabilities, facilitate

cross-border trade and enable the Company to leverage technology-driven logistics solutions in the UAE and other
international markets.

No Company has become or ceasedto become subsidiary, associate orJoint Venture of the Company during the year
under review.

HIGHLIGHTS OF FINANCIAL PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE

Pursuant to Section 129(3)of the Act, a separate statement containing salient features of the financial statements of
each subsidiary of the Company is annexed in the format of Form AOC-1 to the Financial Statements of the Company.
The Financial Statements of all the aforesaid subsidiaries have been considered in the Annual Audited Consolidated
Financial Results of the Company.

Further, pursuant to the provisions of Section 136of the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries
(except forJet Freight Logistics B.V. &Jet Freight Logistics Inc.), are available on the website of the Company which
can be accessedhere.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT, AND CORPORATE GOVERNANCE REPORT

Pursuant to SEBI Listing Regulations, the Management Discussion and Analysis Report, and Corporate Governance
Report along with the Certificate received from Parikh &Associates, Practising Company Secretaries, confirming
compliance with corporate governance requirements as per SEBI Listing Regulations are annexed as ''Annexure 1'' and
''Annexure 2'' respectively to this Report.

CORPORATE SOCIAL RESPONSIBILITY

JET Freight''s primary focus is not limited to creating value, but also extends to sharing it. The Company considers CSR
as one of the important means of sharing value with the community in which it operates.

The Company''s CSR Policy is reflective of its CSR philosophy and highlights the snapshot of activities undertaken
by the Company. The scope of the Policy includes the areas covered under the Policy and activities eligible forCSR
contribution. The other aspects covered by the Policy include guiding principles for:(i) selection of CSR activities and
annual action plan, (ii) execution of CSR activities and (iii) monitoring CSR activities.

The Company''s CSR policy is available on the website of the Company and can be accessedhere.

The Company''s CSR initiatives extend to:

Gender equality: To prevent female foeticide by creating awareness amongst Parents, that would be Parents, un-wed
mothers as well as providing practical alternatives, choices and options to take care of, and nurture the mother and
baby.

Education: To educate pros and cons of different choices that a mother has and encourage acceptance of pregnancy.

Aiding Pregnant Women: To provide help and aid formedical facilities forexpectant mother and babies.

The requisite details on CSR initiatives pursuant to Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014are annexed as ''Annexure 3'' to this Report.

ANNUAL RETURN

The Annual Return of the Company forthe Financial Year 2025-26is available on the website of the Company athere
UNCLAIMED DIVIDEND / INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Asper Section 124of the Act read with the Rules made thereunder, any dividend amount transferred to Unpaid
Dividend Account which remains unclaimed orunpaid for 7years is required to be transferred to IEPF.

The details of dividends transferred to IEPF by the Company during the year are available on the website of the
Company and can be accessedhere

The Company intimates concerned Members and issues public notice in respect of dividends to be transferred to IEPF
in the newspaper, on timely basis.

LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The details of loans and guarantees given, securities provided and the investments made by the Company as on
March 31, 2026pursuant to Section 186 of the Act are provided in the Annual Audited Financial Statements forming
the part of Annual Report.

RELATED PARTY TRANSACTIONS

Pursuant to clause (h) of sub-section (3)of Section 134of the Act and Rule 8(2)of the Companies (Accounts) Rules,
2014,the details of contracts /arrangements entered with related parties in prescribed Form AOC-2,is annexed as
''Annexure 4 to this Report.

The Company''s Policy on materiality of related party transactions and on dealing with related party transactions is
available on the Company''s website and can be accessedhere

BOARD MEETINGS

During the year under review, seven (7)Board Meetings wereheld. The details of the Board Meetings held during the
year are mentioned in the Corporate Governance Report annexed to this Report.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating
effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted declarations confirming that:

a) They are independent as per Section 149(6) of the Act and Regulation 16of SEBI Listing Regulations;

b) They have registered themselves with Independent Directors'' Database of The Indian Institute of Corporate
Affairs (''IICA''), and have cleared the online proficiency test of IICA, as applicable;

c) They are not aware of any circumstances orsituations, which exist ormay be reasonably anticipated, that could
impair orimpact their ability to discharge their duties with an objective independent judgment and without any
external influence; and

d) They have complied with the Code of Conduct forIndependent Directors as prescribed under Schedule IVto the
Act, as applicable.

Accordingly, the Board of Directors of the Company is of the viewthat Independent Directors fulfil the criteria of
independence and they are independent from the management of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Asrequired under the provisions of Section 134of the Act, your Directors report that:

a) In the preparation of the annual accounts, the applicable accounting standards have 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 soas to give a true and fair viewof the state of affairs of the Company
at the end of the financial year and of the profits of the Company forthat period;

c) The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in
accordance with the provisions of the Act forsafeguarding the assets of the Company and forpreventing and
detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls (asrequired by Explanation to Section 134(5)(e) of the Act)
to be followed by the Company and such internal financial controls are adequate and are operating effectively;
and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.

DETAILS OF BOARD OF DIRECTORS:

The Composition of the Board of Directors of the Company at the end of the Financial Year 2025-2026are as follows:

CHANGES IN DIRECTORS & AND KEY MANAGERIAL PERSONNEL DURING THE YEAR

Atthe 19^th Annual General Meeting of the Company held on September 25, 2026,Mrs. Agnes Theknath (DIN: 06394750)
wasre-appointed as Director of the Company after retiring by rotation. Further, there wasno change in the Key
Managerial Personnel(s) during the year under review.

CHANGES IN DIRECTORS & AND KEY MANAGERIAL PERSONNEL POST THE CLOSURE OF FINANCIAL YEAR

The members of the Company by the wayof postal ballot dated May 28, 2026,approved the Re-appointment of Mr.
Richard Francis Theknath, (DIN: 01337478)as Managing Director and Chairman of the Company &Re-appointment
of Mr. Dax Francis Theknath, (DIN: 01338030) as Whole-time Director of the Company for a period of three years and
fixed their Remuneration.

The Voting results along with the Scrutinized Report are also being made available on the Company''s website at
www.jfll.com

Further, there was no change in the Key Managerial Personnel(s) post the closure of Financial Year.

RETIRE BY ROTATION

Atthe 20^th Annual General Meeting of the Company to be held on September 23,2026,the Board of Director recommends
to the Members of the Company forthe re-appointment of Mr. Richard Francis Theknath (DIN: 01337478),who retires
by rotation and being eligible, offers himself forreappointment as Director.

Abrief resume of Mr. Richard Francis Theknath (DIN: 01337478)proposed to be re-appointed consisting nature of
expertise in specific functional areas and name of companies in which he hold directorship and/ormembership/
chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as
stipulated under Reg. 36(3)of the SEBI (LODR) Regulations, 2015,are annexed to the notice of AGM forming part of
the Annual Report.

COMMITTEES OF THE BOARD AND RECOMMENDATIONS OF THE AUDIT COMMITTEE

The Company has duly constituted the following statutory committees as per the provisions of the Act and SEBI Listing
Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

The details of the composition, number of Meetings, terms of reference and other information of all the aforesaid
committees are included in the Corporate Governance Report which forms part of this Report.

During the year under review, there wereno instances when the recommendations of the Audit Committee werenot
accepted by the Board of Directors of the Company.

DIRECTORS AND OFFICERS INSURANCE (‘D AND O INSURANCE''):

With the continuous effort of becoming a qualitative Corporate Governance Company and in order to safeguard the
interest of our Directors and Officers, the Company has renewed Directors and Officers insurance (''D and O insurance'')
from TATA AIG General Insurance Company Ltd, one of the most preferred liability insurance underwriters among
corporates in India.

CREDIT RATING:

The Company has been assigned a credit rating of ''IVR BBB-/Stable'' (IVR Triple B Minus with Stable Outlook) forits
long-term bank facilities and ''IVR A3'' forits short-term bank facilities. The aforesaid credit ratings wereassigned by
Infomerics Valuation and Rating Limited on February 13, 2026.

VIGIL MECHANISM/ WHISTLE BLOWER:

Asper the requirements of the Act and SEBI Listing Regulations, the Company has a Whistle Blower Policy approved
by the Board of Directors. The objectives of the policy are:

• To provide a Vigil Mechanism forDirectors and employees of the Company and other persons dealing with the
Company to report to the Audit Committee, their concerns relating to the Company, any instance of unethical
behaviour, actual orsuspected fraud orviolation of the Company''s Ethics Policy;

• To safeguard the confidentiality and interest of such employees /other persons dealing with the Company against
victimization, who notice and report any unethical orimproper practices; and

• To appropriately communicate the existence of such mechanism within the organization and to outsiders.

Vigil Mechanism (Whistle Blower) Policy is available on the website of the Company and can be directly accessed
fromhere. The Company confirms that no personnel have been denied access to the Audit Committee pursuant to the
whistle blower mechanism.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, performance evaluation wascarried out as under:
Individual Directors

a)Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the performance of each Independent Director wasevaluated by the entire Board of Directors (excluding the
Director being evaluated) on various parameters like qualification, experience, availability and attendance,
financial literacy, commitment, contribution, knowledge &Skills, Competency, responsibilities towards the Board
etc. The Board appreciated the contribution made by all the Independent Directors in guiding the management
and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.

The Board wasalso of the unanimous viewthat each Independent Director wasa reputed professional and
brought his/her rich experience to the deliberations of the Board.

b) Non-Independent Directors: The performance of each of the Non-Independent Directors (including the Executive
Chairman) wasevaluated by the Independent Directors at their separate meeting. Further, their performance
wasalso evaluated by the Board of Directors. Various criteria considered forthe purpose of evaluation included
qualification, experience, availability and attendance, financial literacy, commitment, contribution, knowledge &
Skills, Competency, responsibilities towards the Board etc. The Independent Directors and the Board wereof the
unanimous viewthat all the Non-Independent Directors wereproviding good business and people leadership.

Board of Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors
evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes
and Board dynamics. The Independent Directors, at their separate Meeting, also evaluated the performance of the
Board as a whole based on various criteria. The Board and the Independent Directors wereof the unanimous viewthat
performance of the Board of Directors as a whole wassatisfactory.

Committees of the Board of Directors

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship
Committee and the Management Committee wereevaluated by the Board having regard to various criteria such as
committee composition, committee processes and committee dynamics. The Board wasof the unanimous viewthat
all the committees wereperforming their functions satisfactorily and according to the mandate prescribed by the
Board under the regulatory requirements, including the provisions of the Act read with the Rules made thereunder and
SEBI Listing Regulations.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has a policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other
Employees as per Section 178(3)of the Act and Regulation 19 of SEBI Listing Regulations, which includes:

• Criteria foridentification of persons forappointments as Directors and in senior management positions;

• Criteria fordetermining qualifications, positive attributes, independence of a director;

• Board Diversity;

• Remuneration to Non-Executive Directors, Key Managerial Personnel and Senior Management and remuneration
to other employees.

The Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees is avail¬
able on the Company''s website and can be accessedhere. While considering the appointment of a Director, Key Man¬
agerial Personnel and Senior Management, the Board doesn''t discriminate on the basis of gender, race orethnicity,
nationality, country of origin orcultural background oron any other grounds.

PARTICULARS OF EMPLOYEES:

The total number of permanent employees of the Company as on March 31, 2026 was 205.The requisite details
under Section 197(12)of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014form part of "Annexure 5" to this Report.

The requisite details relating to the remuneration of the specified employees under Rule 5(2)and 5(3)of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014form part of this Report.

PREVENTION OF WORKPLACE HARASSMENT

The Company has in place a gender neutral Anti-Sexual Harassment Policy which aims to provide an environment,
which is free of discrimination, intimidation and abuse.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of complaints received, disposed and pending, during FY 2026are as follows:

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to Financial Statements. It has laid
down certain guidelines, policies, processes and strictures which are commensurate with the nature, size, complexity
of operations and the business processes followed by the Company. These controls enable and ensure the systematic
and efficient conduct of the Company''s business, protection of assets, prevention and detection of frauds and errors
and the accuracy and completeness of the accounting and financial records.

The controls have been reviewed and found satisfactory on the following key control matrices:

a) Financial controls

b) Operational controls

The Audit Committee of the Board of Directors periodically reviews the progress of audits and critical internal audit
findings presented by internal auditors and status of implementation of audit recommendations.

RISK MANAGEMENT POLICY

The Company has developed and implemented on voluntary basis, a Risk Management Policy which identifies and,
monitors major risks which may threaten the existence of the Company. The same has also been adopted by our Board
and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated
and clearly spelled out in the said policy. Further, the said policy is also available on website of Company and can be
accessedhere.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013read with Rule 8(3)of the Companies
(Accounts) Rules, 2014relating to Conservation of Energy, Technology Absorption and Research &Development is not
applicable to the Company, considering the nature of its business and operations.

The Company is primarily engaged in providing service-based activities and does not undertake any manufacturing or
processing activities involving significant consumption of energy orrequiring absorption of specialised manufacturing
technology.

Accordingly, the particulars relating to conservation of energy, utilisation of alternate sources of energy, capital
investment on energy conservation equipment, technology absorption, benefits derived from such technology,
imported technology and expenditure incurred on Research and Development are not applicable to the Company for
the financial year under review.

Further, the details with respect to the Foreign Exchange Earnings and Outgo are as follows:

STATUTORY AUDITOR:

Atthe 19^th AGM held on September 25, 2025,the Members of the Company approved the appointment of M/s. Ajay
Shobha & Co.,Chartered Accountants (Firm Registration No. 317031E) forthe first term of 5 (Five) consecutive years
commencing from the conclusion of the 19^th Annual General Meeting until the conclusion of 24^th Annual General
Meeting based on the recommendations of the Audit Committee and the Board of Directors of the Company.

STATUTORY AUDITOR''S REPORT

There is no qualification, reservation oradverse remark ordisclaimer made by the Statutory Auditors in their report on
the Annual Audited Standalone and Consolidated Financial Statements of the Company forthe financial year ended
March 31, 2026.They have not reported any incident of fraud to the Audit Committee of the Company during the year
under review.

SECRETARIAL AUDITOR:

Atthe 19^th AGM held on September 25, 2025,the Members of the Company approved the appointment of M/s. Parikh
& Associates,Practising Company Secretaries as Secretarial Auditors of the Company fora term of 5 consecutive
years, from the financial year 2025-26to financial year 2029-30and remuneration to be paid to them.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204(1)of the Act and Regulation 24Aof SEBI Listing Regulations, the Secretarial Audit Report of the
Company forthe financial year ended March 31, 2026issued by Parikh &Associates, Practising Company Secretaries,
is annexed as "Annexure 6" to this Report. The aforesaid Report do not contain any qualification, reservation or
adverse remark ordisclaimer.

DEPOSITS:

The Company has not accepted any deposit from the public pursuant to Section 73of the Act and the Companies
(Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders passed by the regulators or
courts ortribunals impacting the going concern status and Company''s operations in future.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The company is compliant with the applicable provisions of the maternity benefit act, 1961 and has policies, systems
and processes in place to ensure ongoing compliance wherever applicable.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THE DETAILS OF THE DIFFERENCE
BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

No disclosures are required in respect of sub rule xi &xii of Rule 8(5)of The Companies (Accounts) Rules, 2014read
with Section 134(3)(q) as the same is not applicable to the Company during the Financial Year.

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet
challenges was made possible by their hard work, solidarity, cooperation and support.

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government
of India, the Government of Maharashtra, Bankers to the Company, the Airlines, customers, and its employees/
consultants for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped
in the day-to-day management.

By order of the Board of Directors,

For JET FREIGHT LOGISTICS LIMITED

Richard Francis Theknath Dax Francis Theknath

Chairman & Managing Director Whole-time Director

DIN:01337478 DIN:01338030

Place: Mumbai
Date: August 13, 2026

The Directors take the pleasure in presenting this 19^th Annual Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year (FY) ended on 31^st March, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The financial results for the year ended 31^st March, 2025 and the corresponding figures for the last year are as under: -

NOTES:

1. The Consolidated Financial performance includes results of Jet Freight Logistics Limited and its wholly-owned Indian subsidiary Jet Freight Express Private Limited and Vank Global Services Private Limited (VANK) and wholly owned international subsidiaries Jet Freight Logistics BV and Jet Freight Logistics Inc. (together referred to as ''Group'') together with results of the previous period have been prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 Interim Financial Reporting prescribed under 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India.

2. The Company operates in a single segment of freight forwarding and therefore, the segment-wise reporting is not applicable to the Company.

3. Previous periods'' figures have been regrouped, rearranged, and reclassified wherever necessary to correspond with those of the current period.

OVERVIEW OF AIR CARGO:

For the Financial Year 2024-25, the Indian air cargo sector has shown notable developments and trends.

The Indian air cargo industry experienced growth, although the pace varied across different sectors. The overall cargo volume saw an increase, supported by rising demand for e-commerce, pharmaceuticals, and perishable goods. Airports like Delhi, Mumbai, and Bengaluru continued to handle the majority of air cargo traffic. E-commerce remained a significant driver of air cargo demand, with a notable increase in shipments related to online retail.

There were ongoing investments in improving air cargo infrastructure, including upgrades to cargo handling facilities at major airports and the development of dedicated cargo airports and hubs. Initiatives to streamline processes and enhance efficiency were also prominent.

The Indian government and aviation authorities continued to implement policies aimed at boosting the air cargo sector. This included efforts to simplify regulations, improve customs processes, and encourage public-private partnerships.

There was a growing focus on sustainability within the air cargo sector, with efforts to reduce carbon emissions and improve the environmental footprint of cargo operations.

Overall, the Indian air cargo sector in the Financial year 2024-25 demonstrated resilience and adaptability, reflecting broader trends in global logistics and trade.

In upcoming years air cargo industry will be experiencing several key trends and developments. The global air cargo market will be valued at approximately $226 billion in 2025, with expectations for steady growth driven by increasing demand in various sectors. The industry is projected to grow at a compound annual growth rate (CAGR) of around 4-5% over the next few years.

significant events occurred during the financial year 2024-2025:

During the year under review, there were no significant events occurred in the Company.

DEALING WITH BANKS AND FINANCIAL INSTITUTIONS:

The Company had a cordial relationship with the bankers during the year whereby the required support in terms of enhancement in the working capital limits was adequately provided by the bankers. Multiple banking arrangements were entered into, during the year, in order to diversify the sources of funding required for growth. All the banks i.e Kotak Mahindra Bank Limited, State Bank of India, Deutsche Bank AG, Bandhan Bank Limited and IndusInd Bank are keen on supporting our future growth and would stand by us in terms of their commitment to be a valued stakeholder of our Company. The Company is thankful to the Bankers for extending additional support by providing credit facilities in addition to the existing one, for meeting the need for funds due to liquidity crunch faced by the Company.

TRANSFER TO RESERVES:

The Company has made no transfer to reserves for the Financial Year 2024-2025.

DIVIDEND

In order to conserve profits, the Board of Directors do not recommend payment of dividend on the Equity Shares of the Company for the financial year ended 31^st March, 2025.

DEPOSITORY SYSTEM:

All the equity shares of the Company are in dematerialized form at National Securities Depository Limited and Central Depository Services India Limited.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there were no material changes in the nature of the business of the Company.

SHARE CAPITAL:

The Authorised Share Capital and the issued and paid-up Equity Share Capital of the Company stood, as at the end of the financial year under review, at Rs. 75,00,00,000 and at Rs. 23,20,18,920/- respectively.

SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANY:

The Company has four subsidiaries as on March 31, 2025, three of which are wholly-owned subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act”). There has been no material change in the nature of the business of the subsidiaries.

Jet Freight Express Private Limited ("Jet XPS”)

Jet XPS, a wholly-owned subsidiary of the Company was incorporated on 17.06.2018. The Company holds 100% stake in Jet XPS as on March 31,2025.

Jet Freight Logistics B.V.

Jet Freight Logistics B.V, a wholly-owned subsidiary of the Company is incorporated in Netherlands on April 22, 2021. Jet Freight Logistics B.V. is yet to commence its operations.

Jet Freight Logistics Inc.

Jet Freight Logistics Inc., a wholly-owned subsidiary of the Company is incorporated in United States of America on December 21, 2022. Jet Freight Logistics Inc. is yet to commence its operations.

Vank Global Services Private Limited (Vank)

Vank Global Services Private Limited, a subsidiary of the Company engaged in the import and export of fresh fruits and vegetables, coconuts, ground nuts, products of plantation, horticulture, agriculture, and farm products. The Company holds 51% stake in Vank as on March 31,2025.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries (except for Jet Freight Logistics B.V. & Jet Freight Logistics Inc.), are available on the website of the Company https://www.jfll.com.

DETAILS OF BOARD OF DIRECTORS:

• The Composition of the Board of Directors of the Company at the end of the Financial Year 2024-2025 are as follows:

During the year Mr. Keki Cusrow Patel, Independent Director tendered his resignation from Directorship of the company w.e.f. close of business hours of April 02, 2024.

Ms. Jaya Ankur Singhania was appointed as an Additional Director in the Category of Independent Director w.e.f. May 07, 2024 and appointed as Director in the category of Independent Director by members of the Company at their annual general meeting dated September 21, 2024.

Re-appointment of Director retiring by rotation:

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mrs. Agnes F Theknath, (DIN: 06394750) Director is liable to retire by rotation at this Annual General Meeting, and being eligible, she has offered herself for re-appointment. Accordingly, the proposal for her re-appointment has been included in the Notice convening the Annual General Meeting of the Company.

A brief resume of directors seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

The Board of Jet Freight is strong, diverse, upholds integrity and comprises of strategic thinkers. It has a proper mix of Directors having knowledge and expertise in technology, business operations, legal and finance/banking field for conducting the affairs of the Company effectively.

Change in Key Managerial Personnel of the Company:

CHIEF FINANCIAL OFFICER

On the recommendation of Audit Committee & Nomination & Remuneration Committee, the Board of Directors and at it''s meeting held on May 29, 2024 appointed Mr. Deepak Dineshh Kacha as a Chief Financial Officer who was earlier appointed as Interim Chief Financial Officer of the Company.

COMPANY SECRETARY & COMPLIANCE OFFICER

Ms. Shraddha Prakash Mehta (Membership No: A44186), Company Secretary & Compliance Officer tendered her resignation from the office w.e.f. close of Business hours of April 22, 2024. The Board of Directors based on the recommendation of Nomination & Remuneration Committee at it''s meeting held on July 11, 2024 appointed Ms. Anmol Ashvin Patni (Membership No: F13670) as Company Secretary & Compliance officer of the Company w.e.f. July 11, 2024.

DIRECTORS AND OFFICERS INSURANCE (''D AND O INSURANCE''):

With the continuous effort of becoming a qualitative Corporate Governance Company and in order to safeguard the interest of our Directors and Officers, the Company has renewed Directors and Officers insurance (''D and O insurance'') from TATA AIG General Insurance Company Ltd, one of the most preferred liability insurance underwriters among corporates in India on a voluntary basis.

CREDIT RATING OF THE COMPANY:

In April 2025, India Ratings & Research rated the outlook on the various instruments of the Company and assigned an IND BB /Stable on the Long-Term Bank Facilities and IND A4 on the Short-Term Bank Facilities.

VIGIL MECHANISM/ WHISTLE BLOWER:

A fraud and corruption free environment in a Company is the objective and in view of that, a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board for Directors and employees, which is uploaded on the website of the Company under the heading polices at https://www.jfll.com pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. No complaint of this nature has been received by the Audit Committee during the year under review.

ANNUAL RETURN:

The Annual Return for FY 2024-25 as per provisions of the Act and Rules thereto, is available on the Company''s website at https://www. jfll.com/financials/

STATUTORY AUDITOR:

The Members of the Company at their 18^th Annual General Meeting held on September 21, 2024 appointed M/s GMCS & Co. (Firm Registration No. 141236W), Statutory Auditors of the Company for a further period of five years i.e., commencing from the conclusion of the 18^th AGM till the conclusion of 23^rd Annual General Meeting.

M/s GMCS & Co has audited the book of accounts of the Company for the Financial Year ended March 31, 2025 and have issued the Auditors'' Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report. The report of the Statutory Auditors on Standalone & Consolidated Financial Statements forms a part of the Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board appointed Parikh & Associates (Registration No. P1988MH009800), Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the FY 2024-2025 and their report is annexed to this report as Annexure - A.

The Board has also appointed Parikh & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for a period of 5 (Five) consecutive years from FY 2025-26 till FY 2029-2030, subject to approval of the Members of the Company at the ensuing Annual General Meeting.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial control of the Company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2025. Hence, there were no unclaimed or unpaid deposits as on March 31,2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135(1) of the Companies Act, 2013 every company having net worth of Rs. 500 Cr (five hundred crore) or more, or turnover of Rs. 1,000 (one thousand crore) or more or a net profit of Rs. 5 (five crore) or more during immediately preceding financial year shall constitute a Corporate Social Responsibility Committee. However, during the preceding financial year, the Company did not fall under the aforesaid criteria to constitute a Corporate Social Responsibility Committee and contribute funds towards CSR activities during the period.

Further, as per section 135(9) of the Act provides an exemption from the requirement of constituting a CSR Committee if the amount to be spent by the company referred under section 135(5) of the Act does not exceed Rs. 50 lakhs in a financial year. In such cases, the functions of CSR Committee as provided under section 135 of the Act shall be discharged by the Board of Directors of such company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31, 2025 and of the profit and loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) 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.

(vi) 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.

RISK MANAGEMENT:

The Company has developed and implemented on voluntary basis, a Risk Management Policy which identifies and, monitors major risks which may threaten the existence of the Company. The same has also been adopted by our Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

INDEPENDENT DIRECTORS'' DECLARATION:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with their integrity, expertise, and experience.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING

qualifications, positive attributes, independence of a director and other matters provided under subsection (3) OF SECTION 178:

A policy known as "Appointment criteria for Directors & Senior Management and their Remuneration Policy” approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are forming part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure - B to the Boards'' Report.

PARTICULARS OF EMPLOYEE:

Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules 2014, the names and other particulars of the employee are appended as Annexure - C to the Boards'' Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report, is annexed herewith as Annexure - C.

CORPORATE GOVERNANCE

Jet Freight is one of the leading freight forwarders today, offering complete logistics solutions. The vision of the Company is to be a growth-oriented company by becoming the indisputable choice in total logistics management and serving the global customer by adhering to the corporate governance norms and creating value for our stakeholders.

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. Our Corporate Governance norms guide the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

A detailed Report on Corporate Governance along with a Certificate from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of this Annual Report.

General Meeting:

The 18^th Annual General Meeting of the Members was held on 21^st September, 2024.

Meetings of the Board:

During the Financial Year 2024-2025, the Board of Directors met Six times viz. on May 29, 2024; July 11,2024; August 12, 2024; August 27, 2024; November 11,2024 and February 13, 2025.

The Committees of the Board usually meet on the day of the Board meeting, or whenever the need arises for transacting business. Details of the composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Report.

In accordance with the Regulation 34 of the SEBI (LODR) Regulations, 2015, ensuring that we follow the corporate governance guidelines and diligently follow best corporate practices, the Company presents disclosures on the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, required under Section C of Schedule V of SEBI (LODR) Regulations, 2015 is annexed herewith as Annexure - D and forms part of this Report.

Committees of the Board:

Audit Committee:

The Audit Committee of the Company comprised Four Non-Executive Directors three of whom are Independent Directors. Details of the composition of Audit Committee as on March 31,2025 is given hereunder:

• Mr. Ajay Madhusudan Gandeja - Chairperson

• Mr. Keki Cusrow Patel - Member*

• Ms. Jaya Ankur Singhania - Member**

• Mrs. Agnes Francis Theknath - Member

• Mr. Rushabh Prashant Patil - Member

Mr. Keki Cusrow Patel, Independent Director tendered his resignation w.e.f. April 02, 2024 and he ceased to be member of the Audit Committee.

Ms. Jaya Ankur Singhania, Additional Director in the Category of Independent Director was appointed as member of the Audit Committee w.e.f. May 07, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2025 is given below:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

iii) The capital investment on energy conservation equipments: Nil

B. Technology Absorption:

i) The efforts made towards technology absorption: Nil

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):

a) the details of technology

b) the year of Import Nil

c) whether the technology been fully absorbed

d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action

iv) The expenditure incurred on Research and Development during the year included in the manufacturing cost.- Nil

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to Section 134(3) read with Rule 8(4) of the Companies (Account) Rules, 2014 & Section 178(2) of the Companies Act, 2013, a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual Directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the ''Nomination and Remuneration Committee'' and ''Code for Independent Directors'' evaluated the performance of Board members.

The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfillment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing women employees in various cadres within its Registered Office and its Branches. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has gone a step ahead and made the policy gender-neutral and applicable to all employees irrespective of their sexual orientation or preferences. An Internal Complaint Committee along with coopted members for various branches are set up to redress complaints if received and are monitored on regular basis. During the year under review, the Company did not receive any complaint regarding sexual harassment.

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

SUSTAINABILITY

The Company continues with its journey on sustainable development with conscious efforts to minimize the environmental impact caused by its operations and simultaneously taking responsibility to enable communities to Rise without losing focus on economic performance.

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, the Government of Maharashtra, Bankers to the Company, the Airlines, customers, and its employees/consultants for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.

The Directors take the pleasure in presenting this 18^th Annual Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year (FY) ended on 31^st March, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The financial results for the year ended 31^st March, 2024 and the corresponding figures for the last year are as under: -

(Rs. in lakhs)

NOTES:

1. The Consolidated Financial performance includes results of Jet Freight Logistics Limited and its wholly-owned Indian subsidiary Jet Freight Express Private Limited and Vank Global Services Private Limited (VANK) and wholly owned international subsidiaries Jet Freight Logistics BV and Jet Freight Logistics Inc. (together referred to as ''Group'') together with results of the previous period have been prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 Interim Financial Reporting prescribed under 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India.

2. The business of the Company has grown, specifically in Ocean Product, for the year ended March 31,2024, in comparison to last year however due to a drastic drop in the Freight rates, the Revenue of the Company is Rs 390 Crores during the reported period. The company’s EBITDA is Rs.7.20 Crores for the Financial year ended 31st March 2024. Increase in Volume AIR 18% and Ocean 7%.

3. The Company operates in a single segment of freight forwarding and therefore, the segment-wise reporting is not applicable to the Company.

4. Previous periods’ figures have been regrouped, rearranged, and reclassified wherever necessary to correspond with those of the current period.

OVERVIEW OF AIR CARGO:

For the Financial Year 2023-24, the Indian air cargo sector has shown notable developments and trends.

The Indian air cargo industry experienced growth, although the pace varied across different sectors. The overall cargo volume saw an increase, supported by rising demand for e-commerce, pharmaceuticals, and perishable goods. Airports like Delhi, Mumbai, and Bengaluru continued to handle the majority of air cargo traffic. E-commerce remained a significant driver of air cargo demand, with a notable increase in shipments related to online retail.

There were ongoing investments in improving air cargo infrastructure, including upgrades to cargo handling facilities at major airports and the development of dedicated cargo airports and hubs. Initiatives to streamline processes and enhance efficiency were also prominent.

The Indian government and aviation authorities continued to implement policies aimed at boosting the air cargo sector. This included efforts to simplify regulations, improve customs processes, and encourage public-private partnerships.

There was a growing focus on sustainability within the air cargo sector, with efforts to reduce carbon emissions and improve the environmental footprint of cargo operations.

Overall, the Indian air cargo sector in the Financial year 2023-24 demonstrated resilience and adaptability, reflecting broader trends in global logistics and trade.

In upcoming years air cargo industry will be experiencing several key trends and developments. The global air cargo market will be valued at approximately $226 billion in 2024, with expectations for steady growth driven by increasing demand in various sectors. The industry is projected to grow at a compound annual growth rate (CAGR) of around 4-5% over the next few years.

SIGNIFICANT EVENTS OCCURRED DURING THE FINANCIAL YEAR 2023-2024:

a) Jet Freight Logistics FZCO

Jet Freight Logistics FZCO was a wholly owned subsidiary of Jet Freight Logistics Limited which was incorporated on April 01, 2018, however Management decided to apply for voluntary liquidation by applying for deregistration with the Department of Dubai Airport Free Zone Authority (DAFZA). Further, on February 9, 2024 license was terminated by Department of Dubai Airport Free Zone Authority (DAFZA).

b) Vank Global Services Private Limited (Vank)

During the year under review, Company acquired 51% shares of Vank Global Services Private Limited (Vank).

DEALING WITH BANKS AND FINANCIAL INSTITUTIONS:

The Company had a cordial relationship with the bankers during the year whereby the required support in terms of enhancement in the working capital limits was adequately provided by the bankers. Multiple banking arrangements were entered into, during the year, in order to diversify the sources of funding required for growth. All the banks i.e Kotak Mahindra Bank Limited, State Bank of India, Deutsche Bank AG, and IndusInd Bank are keen on supporting our future growth and would stand by us in terms of their commitment to be a valued stakeholder of our Company. The Company is thankful to the Bankers for extending additional support by providing credit facilities in addition to the existing one, for meeting the need for funds due to liquidity crunch faced by the Company.

TRANSFER TO RESERVES:

The Company has made no transfer to reserves for the Financial Year 2023-2024.

DIVIDEND

In order to conserve profits, the Board of Directors do not recommend payment of dividend on the Equity Shares of the Company for the financial year ended 31st March, 2024.

DEPOSITORY SYSTEM:

All the equity shares of the Company are in dematerialized form at National Securities Depository Limited and Central Depository Services India Limited.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there were no material changes in the nature of the business of the Company.

SHARE CAPITAL:

The Authorised Share Capital and the issued and paid-up Equity Share Capital of the Company stood, as at the end of the financial year under review, at Rs. 75,00,00,000 and at Rs. 23,20,18,920/- respectively.

SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANY:

The Company has four subsidiaries as on March 31,2024, three of which are wholly-owned subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Jet Freight Express Private Limited (“Jet XPS")

Jet XPS, a wholly-owned subsidiary of the Company was incorporated on 17.06.2018. The Company holds 100% stake in Jet XPS as on March 31,2024.

Jet Freight Logistics B.V.

Jet Freight Logistics B.V., a wholly-owned subsidiary of the Company is incorporated in Netherlands on April 22, 2021. Jet Freight Logistics B.V. is yet to commence its operations.

Jet Freight Logistics Inc.

Jet Freight Logistics Inc., a wholly-owned subsidiary of the Company is incorporated in United States of America on December 21, 2022. Jet Freight Logistics Inc. is yet to commence its operations.

Vank Global Services Private Limited (Vank)

Vank Global Services Private Limited, a subsidiary of the Company engaged in the import and export of fresh fruits and vegetables, coconuts, ground nuts, products of plantation, horticulture, agriculture, and farm products. The Company holds 51% stake in Vank as on March 31,2024.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries (except for Jet Freight Logistics B.V. & Jet Freight Logistics Inc.), are available on the website of the Company https://www.ifll.com.

DETAILS OF BOARD OF DIRECTORS:

> The Composition of the Board of Directors of the Company at the end of the Financial Year 2023-2024 are as follows:

During the year Ms. Kamalika Guha Roy, Independent Director tendered her resignation from Directorship of the company w.e.f. close of business hours of March 11,2024.

Mr. Keki Cusrow Patel, Independent Director tendered his resignation from the Directorship of the Company w.e.f. close of business hours of April 02, 2024.

Ms. Jaya Ankur Singhania was appointed as an Additional Director in the Category of Independent Director w.e.f. 07.05.2024. Re-appointment of Director retiring by rotation:

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Dax F Theknath, (DIN: 01338030) Director is liable to retire by rotation at this Annual General Meeting, and being eligible, he has offered himself for re-appointment. Accordingly, the proposal for his re-appointment has been included in the Notice convening the Annual General Meeting of the Company.

A brief resume of directors seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

The Board of Jet Freight is strong, diverse, upholds integrity and comprises of strategic thinkers. It has a proper mix of Directors having knowledge and expertise in technology, business operations, legal and finance/banking field for conducting the affairs of the Company effectively.

Change in Key Managerial Personnel of the Company:

Chief Financial Officer

Mr. Arvind Kumar Talan, Chief Financial Officer of the Company has resigned from the office w.e.f. February 9, 2024 to pursue alternate career opportunity. The Board of Directors based on the recommendation of Audit Committee and Nomination & Remuneration Committee at it’s meeting held on February 12, 2024 appointed Mr. Deepak Kacha as Interim Chief Financial Officer of the Company.

Further, on the recommendation of Audit Committee & Nomination & Remuneration Committee, the Board of Directors and at it’s meeting held on May 29, 2024 appointed Mr. Deepak Kacha as full-time Chief Financial Officer of the Company.

Company Secretary & Compliance Officer

Ms. Shraddha Prakash Mehta (Membership No: A44186), Company Secretary & Compliance Officer tendered her resignation from the office w.e.f. close of Business hours of April 22, 2024. The Board of Directors based on the recommendation of Nomination & Remuneration Committee at it’s meeting held on July 11, 2024 appointed Ms. Anmol Ashvin Patni (Membership No: A54691) as Company Secretary & Compliance officer of the Company w.e.f. July 11,2024.

DIRECTORS AND OFFICERS INSURANCE (''D AND O INSURANCE''):

With the continuous effort of becoming a qualitative Corporate Governance Company and in order to safeguard the interest of our Directors and Officers, the Company has renewed Directors and Officers insurance (''D and O insurance’) from TATA AIG General Insurance Company Ltd, one of the most preferred liability insurance underwriters among corporates in India on a voluntary basis.

CREDIT RATING OF THE COMPANY:

In November 2023, India Ratings & Research rated the outlook on the various instruments of the Company and assigned an IND BB / Stable on the Long-Term Bank Facilities and IND A4 on the Short-Term Bank Facilities.

VIGIL MECHANISM/ WHISTLE BLOWER:

A fraud and corruption free environment in a Company is the objective and in view of that, a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board for Directors and employees, which is uploaded on the website of the Company under the heading polices at https://wwwjfll.com pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. No complaint of this nature has been received by the Audit Committee during the year under review.

ANNUAL RETURN:

The Annual Return for FY 2023-24 as per provisions of the Act and Rules thereto, is available on the Company’s website at https:// www.ifll.com/financials/

STATUTORY AUDITOR:

As per Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years and each such term would require approval of the Members. In view of the requirements of the Companies Act, 2013, M/s S. C. Mehra & Associates LLP (R. No. 106156W/ W100305) has completed their consecutive second term as Statutory Auditor at the conclusion of the 18^th Annual General Meeting.

The Board of Directors of the Company based on the recommendation of Audit Committee in their meeting held on May 29, 2024 have appointed GMCS & Co., Chartered Accountants (FRN-141236W) as Statutory Auditors of the Company, subject to the approval of members in the ensuing annual general meeting of the Company for a period of 5 (Five) years from the conclusion of 18^th Annual General Meeting to the Conclusion of 23^rd Annual General Meeting to be held in the year 2029.

M/s. S. C. Mehra & Associates LLP has audited the book of accounts of the Company for the Financial Year ended March 31, 2024 and have issued the Auditors’ Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.

The report of the Statutory Auditors on Standalone & Consolidated Financial Statements forms a part of the Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board appointed Parikh & Associates (Registration No. P1988MH009800), Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the FY 2023-2024 and their report is annexed to this report as Annexure - A.

There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.

The Board has also appointed Parikh & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for FY 20242025.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial control of the Company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2024. Hence, there were no unclaimed or unpaid deposits as on March 31,2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Corporate Social Responsibility (CSR):

As per the provision of Section 135(1) of the Companies Act, 2013 every company having net worth of Rs. 500 Cr (five hundred crore) or more, or turnover of Rs. 1,000 (one thousand crore) or more or a net profit of Rs. 5 (five crore) or more during immediately preceding financial year shall constitute a Corporate Social Responsibility Committee. However, during the preceding financial year, the Company did not fall under the aforesaid criteria to constitute a Corporate Social Responsibility Committee and contribute funds towards CSR activities during the period.

Further, as per section 135(9) of the Act provides an exemption from the requirement of constituting a CSR Committee if the amount to be spent by the company referred under section 135(5) of the Act does not exceed Rs. 50 lakhs in a financial year. In such cases, the functions of CSR Committee as provided under section 135 of the Act shall be discharged by the Board of Directors of such company.

In view of the above provisions of the Companies Act, 2013, Board of Directors of the Company dissolved the Corporate Social Responsibility (CSR) Committee in it’s meeting held on 7th July, 2023.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31,2024 and of the profit and loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) 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.

(vi) 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.

RISK MANAGEMENT:

The Company has developed and implemented on voluntary basis, a Risk Management Policy which identifies and, monitors major risks which may threaten the existence of the Company. The same has also been adopted by our Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

INDEPENDENT DIRECTORS'' DECLARATION:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with their integrity, expertise, and experience.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:

A policy known as "Appointment criteria for Directors & Senior Management and their Remuneration Policy" approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are forming part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure - B to the Boards’ Report.

PARTICULARS OF EMPLOYEE:

Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules 2014, the names and other particulars of the employee are appended as Annexure - C to the Boards’ Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report, is annexed herewith as Annexure - C.

CORPORATE GOVERNANCE

Jet Freight is one of the leading freight forwarders today, offering complete logistics solutions. The vision of the Company is to be a growth-oriented company by becoming the indisputable choice in total logistics management and serving the global customer by adhering to the corporate governance norms and creating value for our stakeholders.

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. Our Corporate Governance norms guide the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

A detailed Report on Corporate Governance along with a Certificate from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of this Annual Report.

General Meeting:

The 17^th Annual General Meeting of the Members was held on 10^th August, 2023.

Meetings of the Board:

During the Financial Year 2023-2024, the Board of Directors met Five times viz. on May 25, 2023; July 07, 2023; August 11, 2023; November 11,2023 and February 12, 2024.

The Committees of the Board usually meet on the day of the Board meeting, or whenever the need arises for transacting business. Details of the composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Report.

In accordance with the Regulation 34 of the SEBI (LODR) Regulations, 2015, ensuring that we follow the corporate governance guidelines and diligently follow best corporate practices, the Company presents disclosures on the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, required under Section C of Schedule V of SEBI (LODR) Regulations, 2015 is annexed herewith as Annexure - D and forms part of this Report.

Committees of the Board:

Audit Committee:

The Audit Committee of the Company comprised Four Non-Executive Directors three of whom are Independent Directors. Details of the composition of Audit Committee as on March 31,2024 is given hereunder:

• Mr. Keki Cusrow Patel - Chairperson

• Mrs. Agnes Francis Theknath - Member

• Mr. Rushabh Prashant Patil - Member

• Mr. Ajay Madhusudan Gandeja - Member

Mr. Keki Cusrow Patel, Independent Director tendered his resignation w.e.f. April 02, 2024 and he ceased to be Chairperson and Member of the Audit Committee.

Ms. Jaya Ankur Singhania, Additional Director in the Category of Independent Director was appointed as member of the Audit Committee w.e.f. May 07, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31,2024 is given below:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

iii) The capital investment on energy conservation equipments: Nil

B. Technology Absorption:

i) The efforts made towards technology absorption: Nil

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)

a) the details of technology

b) the year of Import _Nil

c) whether the technology been fully absorbed

d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action

iv) The expenditure incurred on Research and Development during the year included in the manufacturing cost.- Nil

(Figures in Rupees)

C. Foreign Exchange Earnings and Outgo:

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to Section 134(3) read with Rule 8(4) of the Companies (Account) Rules, 2014 & Section 178(2) of the Companies Act, 2013, a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual Directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the ''Nomination and Remuneration Committee’ and ''Code for Independent Directors’ evaluated the performance of Board members.

The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfillment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing women employees in various cadres within its Registered Office and its Branches. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has gone a step ahead and made the policy gender-neutral and applicable to all employees irrespective of their sexual orientation or preferences. An Internal Complaint Committee along with coopted members for various branches are set up to redress complaints if received and are monitored on regular basis. During the year under review, the Company did not receive any complaint regarding sexual harassment.

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

SUSTAINABILITY

The Company continues with its journey on sustainable development with conscious efforts to minimize the environmental impact caused by its operations and simultaneously taking responsibility to enable communities to Rise without losing focus on economic performance.

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, the Government of Maharashtra, Bankers to the Company, the Airlines, customers, its employees/consultants for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-today management.

For and on behalf of the Board of Directors JET FREIGHT LOGISTICS LIMITED,

Richard Theknath Chairman & Managing Director DIN:01337478

Place: Mumbai Dated: 27.08.2024

Dear Members,

The Directors have pleasure in presenting this 12th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2018.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial results for the year ended 31st March, 2018 and the corresponding figures for the last year are as under:-

(Rs. in lakhs)

OVERVIEW OF AIR CARGO IN INDIA:

Air freight appears to have entered a period of sustainable growth with steadily increasing volume from the e-commerce and pharmaceuticals sectors over the past few years leading to a decoupling of air cargo demand from goods trade growth and muddying the research waters in the process.

The general expectation is that the outlook for air freight over the next five years will be supported by a brighter economic and trade backdrop than what was seen between 2012 and 2017. Having accelerated in 2017, global GDP growth is expected to remain relatively robust over the next five years.

The International Monetary Fund (IMF) forecasts real GDP growth to average 3.1 percent between 2018 and 2022, compared with 2.8 percent during the previous five years. Global goods trade is also forecasted to grow more quickly than it did in the 2012 to 2017 period, with the IMF forecasting global goods trade growth to average 3.9 percent between 2018 and 2022, up from 3.1 percent.

SNAP SHOT OF KEY FINANCIAL PARAMETERS:

During the Financial Year ended March 31, 2018, the company has managed to cross over a biggest hurdle in terms of newly introduced indirect tax reforms i.e GST. Due to the introduction of GST, there was a pressure on the company’s working capital and consequently cost became associated with it.

However the company EBIDTA margins have remained flat but having said that the EBIT has shown a marginal growth of 7% YoY basis.

Overall, the PAT margin has also grown marginally @4% YoY basis.

There was headwinds in the business due to the overall adverse impact of GST on freight forwarding industry. From a 100% exemption under the erstwhile service tax regime the Air freight was brought under 18% tax rate under the GST, which resulted in higher working capital requirement for the exporters and the consequential demand from the exporters for price reduction in freight.

TONNAGE IMPROVEMENT:

Your company carried 39,241 tonnes in the Financial Year 2017- 2018 as compared to 34,855 tonnes in the Financial Year 2016-2017. There is a 12.58% growth in tonnage as compared to the previous year.

The Domestic cargo business started by Jet Freight during the year started off with a good tonnage accumulation of 1000 tonnes in the maiden year of its operations. The total revenue clocked by the division is Rs. 4.37 CR for a period of nine months.

DEALING WITH BANKS AND FINANCIAL INSTITUTIONS:

The Company had a cordial relationship with the bankers during the year whereby the required support in terms of enhancement in the working capital limits was adequately provided by the bankers. Interest rate was also revised from 10.5% to 9.7% during the year based on better credit appraisal by the bank. Kotak Mahindra Bank Limited is also keen in supporting our future growth and would standby us in terms of their commitment to be a valued stakeholder of our company.

TRANSFER TO RESERVES:

The Company has made no transfer to reserves for the Financial Year 2017-2018.

DIVIDEND:

During the Financial Year, the Directors have not recommended any divided, to strengthen the financial position of the company.

PREFERENTIAL ISSUE:

The Company issued 3,50,000 equity shares of Rs. 10/- each at a price of Rs. 80/- per equity share (including a share premium of Rs. 70/- per equity share) aggregating to Rs. 2,80,00,000 (Two Crores Eighty Lakhs Only) on preferential basis by approving in the Board Meeting held on August 04, 2017 & in the Extra-Ordinary General Meeting held on August 31, 2017. The shares were allotted to such allottees on September 13, 2017.

DEPOSITORY SYSTEM:

The Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there were no material changes in the nature of business of the company.

CORPORATE SOCIAL RESPONSIBILITY:

This is the first year of Jet Freight for conducting CSR activities in the focused areas such as gender equality, education, aiding pregnant women through a Registered Trust named The Saved Pearl Foundation as the provisions of the Section 135 of the Companies Act, 2013 became applicable to the Company.

The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company www.jetfreight.in. During the year, the Company spent 5.86 lakhs on CSR activities. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act’), is annexed to this report (Annexure C).

During the Financial Year 2017-2018, the Committee met one time viz. on March 15, 2018.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

- The Composition of Board of Directors and the details of Key Managerial Personnel for the Financial Year 2017-2018 are as follows:

- Retire by Rotation:

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Dax F Theknath, (DIN: 01338030) Director is liable to retire by rotation at this Annual General Meeting, and being eligible, he has offered himself for re-appointment. Accordingly, the proposal for his re-appointment has been included in the Notice convening the Annual General Meeting of the Company.

A brief resume of directors seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

- Cessation:

Mr. Pankaj Gupta Kumar stepped down as Independent Director of the Company with effect from 15.06.2017.

The Board expresses its gratitude towards Mr. Pankaj Gupta Kumar for his contributions to the Company. The Board acknowledges that the Company has immensely benefitted from his financial knowledge and experience. The Board deeply appreciates Mr. Pankaj Gupta Kumar invaluable dedication and support during his period with the Company.

- Appointment:

Based on the recommendations of the NRC, the Board of Directors appointed Mr. Cypriano Savio Fernandes as Independent Director for a period of 5 years with effect from May 29, 2017 alongwith the approval of the shareholders at their Annual General Meeting held on August 12, 2017.

COMMITTEES OF THE BOARD:

I. The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee,

4. Corporate Social Responsibility Committee.

1. Audit Committee :

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of Directors held on July 25, 2016.

The committee presently comprises the following three (3) directors:

Composition of Audit Committee:

The term of reference of Audit Committee includes:

- Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible,

- Recommendation for appointment, remuneration and terms of appointment of auditors of the Company,

- Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process,

- Scrutiny of related party transactions and inter-corporate loans and investments,

- Reviewing the adequacy of internal audit function

- Reviewing with the management, the annual financial statements and auditor’s report thereon before the same are forwarded to the board for approval, with primary focus on;

i. Matters required to be included in the director’s 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,

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

iii. Significant adjustments made in the financial statements arising out of audit findings,

iv. Disclosure of any related party transactions,

v. Modified opinion(s) in the draft audit report.

During the Financial Year 2017-2018, the Audit Committee of the Board of Directors met Five times viz. On 26.04.2017, 29.05.2017, 05.10.2017, 13.11.2017, 27.03.2018.

2. Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 was approved by a Meeting of the Board of Directors held on July 25, 2016.

The Board has framed the Nomination & Remuneration Committee which ensures effective compliances as mentioned in section 178 of the Companies Act 2013. The defined terms of reference for the Nomination & Remuneration Committee are as follows;

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

- Formulation of criteria for evaluation of performance of independent directors and the board of directors of the Company;

- Devising a policy on diversity of Board of Directors;

- 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;

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Composition of Nomination and Remuneration Committee:

During the Financial Year 2017-2018, the Nomination and Remuneration Committee of the Board of Directors met Two times viz. on 29.05.2017 and 27.03.2018.

3. Stakeholders Relationship Committee

The Company has constituted a Stakeholder’s Relationship Committee to redress the complaints of the shareholders. The Stakeholder’s Relationship Committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 vide resolution passed at the meeting of the Board of Directors held on October 23, 2016.

Composition of Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee shall oversee all matters pertaining to investors of our Company.

The Committee had delegated the power of Share Transfer to Registrar and Transfer Agent, who processes the transfers. The Committee also considers and resolves the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends and looks after the performance of the Registrar and Transfer Agent of the Company and recommends measures for overall improvement in the quality of investor services.

During the Financial Year 2017-2018, the Stakeholder’s Relationship Committee of the Board of Directors met Two times viz. on 29.05.2017 and 13.11.2017.

4. Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility (CSR) Committee, as per the provisions of Section 135 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of Directors held on February 28, 2018.

The committee presently comprises the following three (3) directors:

Composition of CSR Committee:

The term of reference of CSR Committee includes:

a. Formulate CSR policy, inter-alia in compliance with section 135 of the Companies Act, 2013 and schedule VII thereof and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other applicable provisions, as prescribed and amended from time to time.

b. Identify and recommend to the Board, from time to time, the activities/ projects in line with such CSR policy.

c. Recommend to the Board an amount of expenditure to be incurred on the activities as per CSR Policy.

d. Put and institute the transparent monitoring mechanism to review the implementation status of each activities/ project.

e. Recommend to the Board, modifications to the CSR policy as and when required.

f. Formulate a CSR Management Committee, if required to monitor the approved CSR activities, spending thereon from time to time with a robust and transparent governance structure to oversee the implementation of CSR Policy.

g. Monitor the compliance of Corporate Social Responsibility Policy from time to time.”

During the Financial Year 2017-2018, the Corporate Social Responsibility Committee of the Board of Directors met once viz. on 15.03.2018.

II. The Board constitutes additional functional committees, from time to time, depending upon the business needs.

MATERIAL CHANGES BETWEEN END OF FINANCIAL YEAR AND THE DATE OF THE BOARDS REPORT:

The following activities have been carried out by the Company from the end of the Financial Year till the date of signing of the Directors Report affecting the financial position of the Company detailed as under -:

- INCORPORATION OF WOS IN DUBAI:

The Company incorporated Wholly Owned Subsidiary named as Jet Freight Logistics FZCO in Dubai Airport Freezone (DAFZA) to undertake the activity of Air Cargo Services. The Declared Share Capital would be AED Ten thousand (AED 10,000/-) divided into Ten shares of AED Thousand (AED 1000/- each) of that WOS Company.

- AVAILMENT OF ADDITIONAL WORKING CAPITAL FACILITY FROM STATE BANK OF INDIA :

The company has gone for multi banking arrangement in view of its increase working capital requirements. In line with that additional facility of Rs. 9.90 CR has been sanctioned by State Bank of India. This would help the company in funding its future growth.

- CHA LICENSE:

The Company would start using the License under the name of “Jet Freight Logistix (OPC) Private Limited issued on 02.05.2018. This would hence result in savings of cost in terms of CHA activities in future.

VIGIL MECHANISM:

A fraud and corruption free environment in a company is the objective and in view of that, a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board for directors and employees, which is uploaded on the website of the company www.jetfreight.in pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. During the year, the Company received 1 whistleblower complaint which was investigated and appropriate action was taken.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith in Annexure-A.

SUBSIDIARY COMPANY:

As on March 31, 2018, there were no subsidiaries of the company, hence this clause is not applicable.

REGISTERED OFFICE:

In terms of the provisions of section 12 of the Companies Act, 2013 and the rules made thereunder, the registered office of the Company shifted to its corporate office-C/706, Pramukh Plaza, Opp. Holy Family Church, Chakala, Andheri East, Mumbai-400099 with effect from November 13, 2017.

STATUTORY AUDITOR.

At the AGM of the company held on 30th September 2014, M/s. S. C. Mehra & Associates., Chartered Accountants, Statutory Auditors of the Company having registration number (ICAI Firm Registration No. 106156W, were appointed for a term of five years i.e. till the conclusion of 13th Annual General Meeting.

M/s. S. C. Mehra & Associates has audited the book of accounts of the Company for the Financial Year ended March 31, 2018 and have issued the Auditors’ Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report. In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017 notified on May 07, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement.

Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However, M/s. S. C. Mehra & Associates has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly M/s. S. C. Mehra & Associates will continue to be the Statutory Auditors of the Company for the Financial Year ending March 31, 2019.

AUDITORS’S REPORT:

The report of the Statutory Auditors on Standalone Financial Statements forms a part of the Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board appointed Parikh & Associates, practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2017-18 and their report is annexed to this report as ‘Annexure-B’.

There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.

The Board has also appointed Parikh & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2018-19.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial control of the company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. Hence, there were no unclaimed or unpaid deposits as on March 31, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

NUMBER OF MEETING OF THE BOARD:

During the Financial Year 2017-2018, the Board of Directors met six times viz. on 29.05.2017, 04.08.2017, 13.09.2017, 13.11.2017, 28.02.2018 and 27.03.2018.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR 2017-2018:

The Company does not have any Subsidiaries, Joint Ventures or Associate companies during the financial year 2017-2018.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31, 2018 and of the profit and loss of the company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) 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.

(vi) 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.

RISK MANAGEMENT:

The Company has developed and implemented a Risk Management Policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by our Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013:

The Company has received necessary declarations from Mr. Nikhil Sunil Arya and Mr. Cypriano Savio Fernandes, Independent Directors of the company pursuant to the requirement of section 149(7) of the Companies Act 2013, that they fulfils the criteria of independence laid down in section 149(6) of the Companies Act 2013.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

A policy known as “Appointment criteria for Directors & Senior Management and their Remuneration Policy” approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are forming part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as ‘Annexure D’ to the Boards’ Report.

PARTICULARS OF EMPLOYEE:

Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014, the names and other particulars of the employee are appended as ‘Annexure E’ to the Boards’ Report.

The ratio of remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as ‘Annexure E’ and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2018 is given below:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

iii) The capital investment on energy conservation equipments: Nil

B. Technology Absorption:

i) The efforts made towards technology absorption : Nil

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):

a) the details of technology

b) the year of Import

c) whether the technology been fully absorbed

d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action

iv) The expenditure incurred on Research and Development during the year included in the manufacturing cost.- Nil

C. Foreign Exchange Earnings and Outgo:

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to Section 134(3) read with Rule 8(4) of the Companies (Account) Rules, 2014 & Section 178(2) of the Companies Act, 2013, a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the ‘Nomination and Remuneration Committee’ and ‘Code for Independent Directors’ evaluated the performance of Board members.

The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfillment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing women employees in various cadres within its Registered Office and its Branches. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees is set up to redress complaints if received and are monitored on regular basis. During the year under review, the Company did not receive any complaint regarding sexual harassment.

REVIEW OF A STATEMENT ON THE USAGE OF THE PROCEEDS OF THE ISSUE:

Pursuant to Reg. 32 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, Our Company have submitted the below statement on half yearly basis to National Stock Exchange of India Limited (NSEIL) after reviewing it in Audit Committee, indicating utilization of the proceeds of the preferential issue.

The statement below, indicates that the issue proceeds have been fully utilized and the purposes for which these proceeds were raised has been achieved. The Objects of the Issue in terms of the Letter of Offer filed, is to meet the Working Capital Requirements. The proceeds of the issue has not been used for the purposes or objects other than those mentioned in the offer document or prospectus of the company.

(Amount in Rupees)

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively

AWARDS & ACHIEVEMENTS:

Your Company has a long list of Awards and Recognition from the Airlines during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business. To highlight a few of its achievements during the Financial Year 2017-18, a list is as given below:

Given below is the list of few of our esteemed business partners with whom the business volumes have increased as compared to previous year.

IMPACT ANALYSIS OF MAJOR EVENTS DURING THE YEAR ON THE COMPANY PERFORMANCE: -

CONSEQUENCE OF INTRODUCTION OF GST :

During the F/Y 2017-18 government came out with a revolutionary reform under indirect taxation with the introduction of GST. With the introcution of GST on Air freight @18% whereas fully exempted under erstwhile Day Sales Outstanding (DSO) Service Tax regime, affected the company’s business adversely. The working capital cycle of the company got streched due to nonreceipt of GST refund by the exporters who inturn delayed payment to the company. With due co-operation from the bankers the tight liquidity siutation of the company could be managed. However the company ended up with increased DSO as compred to previous financial year. Consequently financing cost also increased to managed the elongated working capital cycle.

However vide notification the GST counsil withdrew the GST on air freight till September, 2018 and its further levy shall be decided thereafter.

- GLOBAL CRISIS IN TERMS OF SPIKE IN OIL PRICES AND CURRENCY DEPRCIATION:

The fall in the oil prices in the previous year and a weak dollar in F/Y 2017-18 got reversed and as result of this it became head wind for the industry as against the same being tail wind in the previous year.

- FUTURE BUSINESS PROSPECTS:

The approx. market size of Air Cargo industry in India is 2.6 MN tonnes. Further India’s air cargo industry is expected to handle 2.8 MN tons of cargo by 2018-19 with CAGR of 5.5 %. The Government of India has announced 100% tax exemption for airport projects for next 10 years and this would give substantial boost to development of airports in Tier II and Tier III cities.

As per the study, International air cargo traffic is expected to grow at an average rate of 4.7% YoY over the next two decades.

The general expectation is that in the short term, the outlook for air freight over the next five years will be supported by a brighter economic and trade backdrop than what was seen between 2012 and 2017. Having accelerated in 2017, global GDP growth is expected to remain relatively robust over the next five years.

The International Monetary Fund (IMF) forecasts real GDP growth to average 3.1 percent between 2018 and 2022, compared with 2.8 percent during the previous five years. Global goods trade is also forecast to grow more quickly than it did in the 2012 to 2017 period, with the IMF forecasting global goods trade growth to average 3.9 percent between 2018 and 2022, up from 3.1 percent

- THE RISE OF E-COMMERCE

Traditional freight traffic continues to make up the bulk of freight transported by air; and while this remains subdued, there’s growth in other segments of the air freight industry. One of these areas is e-commerce, which includes the sales of goods and services through the Internet via any device regardless of the method of payment or fulfillment (e-commerce excludes travel and event ticket sales over the Internet). Strong consumer demand and buying habits are mitigating some of the negative effects of the recent industrial recession and slowing international trade, with e-commerce becoming a growing driver of the air cargo industry.

Distributing all of these vastly different products overnight or within two-day time frames is forcing many air cargo companies to adapt to a new business model. Success in this sector hinges not only on the ability to adjust to changing customer requirements but also to compete effectively with customers that rely on the significant belly space of wide body passenger fleets.

The air cargo segment is a wide-ranging industry with various types of operators, each filling a particular niche of freight demand. As the market changes with less international trade and more regional delivery, these niches may evolve as well.

Your Company has also taken a leap into domestic freight forwarding in view of the increase demand of logistics by the e-commerce companies in India. E-commerce trade is growing exponentially in India and with the kind of demand generated by e-commerce companies there exists a lot of space for the freight forwarders to add value by being their valued service providers.

With the Government of India (GOI) open sky policy, many private airlines have forayed into the Aviation industry and the existing airlines are also increasing their fleet size to accommodate the passenger air traffic growth in India. With the increase in the number of regional air ports under the Regional Connectivity Scheme (RCS) scheme of GOI and the Ude Desh ka Aam Naagrik (UDAN) policy implemented by the Government we would witness the jump in the air travel industry growth. Even foreign airlines are eyeing stake in the Indian aviation industry in order to reap the benefit of growth in future. This is an encouraging sign of growth for our company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, Bankers to the Company, the Airlines, customer, its employees/consultants for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors

For JET FREIGHT LOGISTICS LIMITED

Place: MUMBAI Richard Theknath Dax Theknath

Dated: 29.05.2018 Managing Director Whole-time Director

DIN :01337478 DIN:01338030