డైరెక్టర్ల నివేదిక Shreeji Translogistics Ltd.

Mar 31, 2025

Your Directors are pleased to present the 31^st Annual Report and Audited Financial Statements of the Company for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Current Year ended 31.03.2025	Previous Year ended 31.03.2024	Current Year ended 31.03.2025	Previous Year ended 31.03.2024
	(Rs. in Lac)		(Rs. in Lac)
Revenue from Operations & other Income	22264.93	26241.96	23353.50	26579.51
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional Items and Taxation	1142.99	3073.81	1219.79	3102.57
Less/(Add): Finance Cost	432.49	490.24	435.00	490.82
Less/(Add): Depreciation	483.07	440.79	489.03	443.84
& Amortisation
Profit/ (Loss) before Exceptional Items and Taxation	227.43	2142.78	295.76	2167.91
Add/(Less) : Exceptional	-	-	-	-
Items - Gain/(Loss)
Profit/ (Loss) before Taxation	227.43	2142.78	295.76	2167.91
Less/(Add): Prov. for
Taxation
- Current	118.14	300.40	143.30	312.05
- Deferred Tax Liability/ (Asset)	(46.56)	212.72	(49.38)	212.72
- Short Provision of Earlier Years	2.50	2.14	2.85	5.91
Profit/ (Loss) after Taxation	153.35	1627.52	198.99	1637.23
Other comprehensive income / (loss), net of tax	(0.75)	(9.28)	(0.75)	(9.28)
Total Comprehensive Income/ (Loss)	152.60	1618.24	198.24	1627.95

There is no change in the nature of business of the Company.

2. DIVIDEND

In order to conserve resources for working capital requirements of the Company, your directors have not recommended any dividend for the year under review.

3. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for the year under consideration, after all appropriations and adjustments, is Rs. 4280.04 Lac. The Board has not proposed to transfer any amount to reserves.

4. OPERATIONS

During the year, the Company expanded its geographical presence by establishing operations in four new locations: Dankuni (Kolkata), Sampla (Haryana), Kharagpur (West Bengal) and Jaipur (Rajasthan). During the year under review, there was considerable reduction in the Company''s trading business due to pressure on profit margins from the said business. However, the Company strategically continues to invest in and expand its transportation business.

The Company bagged various prestigious awards during the year under consideration like “Premier Bonded Trucking Operator” Award at the India Cargo Awards 2024, “Best Customs Bonded Trucking Company” Award at CargoNxt Conference & Recognitions, “Clean Slate Medalist” from Amazon, “Trucking Partner of the Year” Award from Delhi Indira Gandhi International Airport / GMR and “Customs Bonded Truck Operator of the Year” Award at South East Air Cargo Conclave & Awards 2024.

Standalone

The Company achieved Service Turnover of Rs.19805.00 Lac during the year under consideration as compared to Service Turnover of Rs. 19244.66 Lac achieved during the previous year, which represents increase of about 2.91%. Further, the Company also achieved Trading Turnover of Rs. 2181.38 during the year under consideration as compared to Trading Turnover of Rs. 5735.70 Lac achieved during the previous year. Net profit after tax during the year under consideration is Rs. 153.35 Lac as compared to net profit after tax of Rs. 1627.52 Lac during the previous year, due to increase in expenses like toll prices, Annual Maintenance Costs, Handling Charges, Lorry Hire Charges, Employee Benefit Expenses, adblue oil prices, etc. Your Directors are making constant endeavour to explore new areas to achieve higher turnover and profitability.

Consolidated

The Group achieved Service Turnover of Rs. 20890.69 Lac during the year under consideration as compared to Service Turnover of Rs. 19573.02 Lac

achieved during the previous year. Further, the Group also achieved Trading Turnover of Rs. 2181.38 Lac during the year under consideration as compared to Trading Turnover of Rs. 5735.70 Lac achieved during the previous year. The consolidated net profit after tax during the year under consideration is Rs.198.99 Lac as compared to consolidated net profit after tax of Rs. 1637.23 Lac during the previous year.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended 31^st March, 2025, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is available as a separate section which forms part of the Annual Report.

6. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 and Schedule V of the Listing Regulations, a report on Corporate Governance along with a certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of the Annual Report.

7. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY SHARES, OFFERING OF ESOP AND BUY BACK OF SECURITIES

The Company has not issued equity shares with differential voting rights or sweat equity shares. The Company has not offered any shares under Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

8. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 1397.67 Lac.

During the year under review there were no changes in the Share Capital of the Company.

9. MEETINGS OF THE BOARD OF DIRECTORS & DETAILS OF COMMITTEES OF THE BOARD

Board Meetings

During the year, six meetings of the Board of Directors were held. The details of meetings and attendance of Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Meeting of Independent Directors

During the year, one meeting of the Independent Directors was held. The details of meeting and attendance of Independent Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Meetings of Committees of Directors

The Company has four Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Finance Committee

The composition of aforesaid committees, number of meetings held of each Committee during the year and meetings attended by each member of the Committees are provided in Corporate Governance Report which forms part of the Annual Report.

The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

10. DIRECTORS AND KEY MANAGEMENT PERSONNEL - APPOINTMENT & RESIGNATION

Mr. Narendra C. Shah and Mr. Mahendra C. Shah, Directors of the Company who retired by rotation, were re-appointed at the Annual General Meeting (“AGM”) held on 30^th September, 2024. There was no resignation of Director during the year.

Mrs. Himani Dave resigned as Company Secretary and Compliance Officer of the Company w.e.f. 26^th May, 2024 and was again appointed as Company Secretary and Compliance Officer of the Company w.e.f. 14^th August, 2024.

In compliance with Regulation 17(1A) of the Listing Regulations, a special resolution was passed at the AGM held on 30^th September, 2024 for continuation of directorship of Mr. Hasmukh C. Shah, who attained the age of 75 years on 3^rd November, 2024, as NonExecutive Independent Director of the Company during his tenure upto 1^st August, 2027.

The first term of appointment of 5 (Five) years as Independent Directors of the Company of Mr. Shailesh S. Kamdar, Mr. Dharmendra D. Vora, Mr. Satish R. Shah and Mr. Vivek U. Shah will conclude on 27^th November, 2025. Based on the recommendation of the Nomination and Remuneration Committee and

the Board of Directors of the Company, it is proposed to obtain approval of the members at the ensuing AGM by way of Special Resolutions, to re-appoint them as Non-Executive Independent Directors for a second consecutive term of 5 (Five) years w.e.f. 28^th November, 2025. Further, Mr. Satish R. Shah, would attain the age of 75 years on 30^th September, 2029 during his second term and therefore, consent of the members by way of Special Resolution is also sought at the ensuing AGM in compliance with Regulation 17(1A) of the Listing Regulations, for his continuation as Non-Executive Independent Director of the Company beyond the age of 75 years.

Mr. Rajnikant C. Shah and Mr. Mukesh M. Shah, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of the Directors proposed to be appointed/ re-appointed are given in the Notice convening the ensuing Annual General Meeting.

11. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct for Board Members and Senior Management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

12. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/ loss of the Company for that period;

(c) that 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;

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

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. STATUTORY AUDITORS

M/s. Sanjay C. Shah & Associates, Chartered Accountants (Firm Registration No. 128148W), who were appointed as Statutory Auditors of the Company at the AGM held on 30^th September, 2024 for a period of 5 years to hold office from the conclusion of that AGM until the conclusion of AGM of the Company to be held in the year 2029; have tendered their resignation as Statutory Auditors of the Company w.e.f 12^th August, 2025. Their resignation has caused a casual vacancy in the office of Statutory Auditors and casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking consent of the members in accordance with the provisions of Section 139(8) of the Companies Act, 2013. Therefore, in terms of the provisions of Section 139(8) of the Companies Act, 2013 and the Rules framed thereunder and based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. G. P. Kapadia & Co., Chartered Accountants (Firm Registration No. 104768W), to fill up the casual vacancy caused by the resignation of M/s. Sanjay C. Shah & Associates, Chartered Accountants and to hold office as Statutory Auditor of the Company till the conclusion of the 31^st AGM, subject to approval of members at the 31^st AGM of the Company.

Further, on the recommendation of the Audit Committee and Board of Directors of the Company, it is also proposed to appoint M/s. G. P. Kapadia & Co., Chartered Accountants (Firm Registration No. 104768W), as Statutory Auditors of the Company to hold office for a term of 5 (Five) years from conclusion of 31^st AGM until the conclusion of 36^th AGM to be held in the year 2030, subject to approval of members at the 31^st AGM of the Company.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received written consent from M/s. G. P. Kapadia & Co., Chartered Accountants, to their appointment and Certificate, to the effect that their appointment,

if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. The members are requested to appoint the Statutory Auditors as aforesaid and fix their remuneration.

15. AUDIT REPORT

The Auditor''s Report, on the Standalone and Consolidated Financial Statements for the financial year 2024-25 issued by M/s. Sanjay C. Shah & Associates, Chartered Accountants (Firm Registration No. 128148W) forms part of this Annual Report and does not contain any qualifications, reservations or adverse remarks or disclaimer.

16. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported to the Audit Committee pursuant to Section 143 (12) of the Companies Act, 2013, any instances of frauds committed in the Company by its officers or employees, the details of which needs to be mentioned in this Report.

17. COST RECORDS

The Central Government has not prescribed maintenance of cost records for the Company under Section 148 (1) of the Companies Act, 2013.

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

19. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the Board''s view, there are no material risks, which may threaten the existence of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year under review and the date of this Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is placed on the Company''s website at http://www. shreejitranslogistics.com under the “Investors” Tab.

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (in Form MGT-9) as part of the Directors'' Report.

22. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company had three subsidiary companies-STL Transworld Private Limited, Mihani Trading Private Limited and TKD Digitrans Tech Private Limited. Mihani Trading Private Limited, a wholly-owned non-material subsidiary of the Company, had applied for striking-off its name from the Register of Companies on 28^th January, 2025 and its name has been struck off from the Register of Companies by the Registrar of Companies, Mumbai on 25^th April, 2025. Consequently, Mihani Trading Private Limited has ceased to be a wholly owned subsidiary of the Company.

The consolidated financial results reflect the operations of STL Transworld Private Limited (subsidiary), Mihani Trading Private Limited (subsidiary), TKD Digitrans Tech Private Limited (subsidiary) and TKD Communication LLP, which is not an associate company within the meaning of the Companies Act, 2013, but it is an Associate as per the Accounting Standard 21. The Company does not have any joint venture company. Pursuant to Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of the Subsidiary Companies in Form AOC-1 is attached herewith as Annexure I and forms part of this Report.

The Audited Financial Statements of the said

subsidiary companies are available on the website of the Company under “Investors” tab and shall also be available for inspection by any member at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of the Audited Financial Statements of the subsidiary companies, may write to the Company Secretary at the Registered Office of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents are available on the website of the Company.

23. LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

During the year, there is no security provided or investments made or guarantee given by the Company covered under Section 186 of the Companies Act, 2013. The Company has given following loans during the year pursuant to Section 186 of the Companies Act, 2013:

Name of the Entity	Relation	Amount (Rs. In Lac)	Particulars of loans, guarantees, investments	Purpose for which loans, guarantees, investments are proposed to be utilised
STL Transworld Private Limited	Subsidiary Company	31.30 (Cl. Bal. -Nil)	Loan Given	Business Purpose
Dityaa International		135.00 (excluding interest) (Cl. Bal. 136.20)	Loan Given	Business Purpose

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY

No significant and material order has been passed by the regulators, courts and tribunals, statutory and quasi-judicial body impacting the going concern status and the Company''s operations in future.

25. DEPOSITS

During the year under review, the Company has not accepted any deposit covered under Chapter V of the

Companies Act, 2013 (i.e. Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

26. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at https://www.shreejitranslogistics.com/ uploads/Related Party Transaction Policy-Shreeji Translogistics Limited.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. There were no material transactions of the Company with any of its related parties which required approval of the members as per the Act and the Listing Regulations. Therefore, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to the Company for the financial year under review. Your Directors draw attention to Note No. 42 of the financial statements which sets out related party disclosures.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Your Directors are continuously exploring various opportunities to conserve energy and have taken the following initiatives in that direction:

• The Company constantly phases out of old ageing vehicles. This helps in reducing consumption of fuel.

• The Company is also evaluating various avenues to add CNG vehicles to its fleet to be more fuel efficient and in turn contribute towards energy conservation.

• The Company''s owned trucks are maintained by AMC''s by the Original Equipment Manufacturers, thereby enhancing overall service and repair quality. This leads to better performance of the trucks resulting in lower consumption of fuel and lesser carbon footprints.

• The Company encourages and trains its drivers to optimise their driving styles to reduce fuel consumption.

• The Company focuses on optimum utilization of capacity of vehicles, which results in reduced number of trips and distance travelled by the trucks, which in turn reduces energy consumption.

• The Company makes constant endeavours to check power consumption and to optimise the use of energy by using energy-efficient computers and other equipments. The Company uses CFL/LED fixtures to reduce the power consumption.

Technology Absorption:

The Company aims to become a technology-oriented logistics Company and has taken the following initiatives to achieve this goal:

• The Company has installed digital locks across its fleet of trucks for enhanced safety of the goods transported.

• The Company has been using Global Positioning System (GPS) on its Trucks since years for realtime tracking of vehicle movement.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Nil (Previous Year -Rs. 30.84 Lac)

Foreign Exchange Outgo - Nil (Previous Year - Nil).

28. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Sanjeev Shah & Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the Company. The Secretarial Audit Report (in Form MR-3) for the year ended 31^st March, 2025 is attached herewith as Annexure II and forms part of this Report.

The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

30. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities of the Company has been appended as Annexure III to this Report. The Company was not required to constitute a Corporate Social Responsibility (CSR) Committee in view of the provisions of Section 135 (9) of the Companies Act, 2013.

31. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviours. The Company has a Vigil Mechanism/ Whistle Blower Policy in place through which it promotes highest standards of professionalism, honesty, integrity and ethical behaviour in all our business activities and under which employees are free to report any actual or potential violation of our code, policies or laws. During the year under review, no employee was denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company and can be accessed at https://www. shreeiitranslogistics.com/uploads/Whistle Blower Policy- Shreeji Translogistics Limited.pdf.

32. PARTICULARS OF EMPLOYEES

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure IV of this Report.

The statement containing particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Companies Act, 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

33. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Committee has framed a Policy in terms of the provisions of Section 178 (3) of the Companies Act, 2013, dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP).

The salient features of the said Policy are -

• It lays down the parameters for appointment of Executive and Non-Executive Directors, KMP and SMP.

• It lays down the parameters for term/tenure of Managing Directors, Wholetime Directors and Independent Directors.

• It lays down the parameters for remuneration to Executive Directors, Non-Executive Directors, KMP, SMP and other employees.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company https://www.shreeiitranslogistics.com/ uploads/Nomination and Remuneration Policy-Shreeii Translogistics Limited.pdf.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is committed to provide a work environment, which is free from discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in the form of ‘Internal Complaints Committee'' has been created in the Company for time-bound redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the women employees at workplace:

a. To formulate the Anti Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place;

b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the

proper compensation in case of any misconduct, harassment with the women employees;

c. Provide a safe working environment at the workplace;

d. Organize workshops and awareness programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

35. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

36. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

The disclosure under this clause is not applicable as the Company has not done any one time settlement

with the banks or financial institutions.

37. ACKNOWLEDGMENT

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

---

Mar 31, 2025

Your Directors are pleased to present the 31^st Annual Report and Audited Financial Statements of the Company for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Current Year ended 31.03.2025	Previous Year ended 31.03.2024	Current Year ended 31.03.2025	Previous Year ended 31.03.2024
	(Rs. in Lac)		(Rs. in Lac)
Revenue from Operations & other Income	22264.93	26241.96	23353.50	26579.51
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional Items and Taxation	1142.99	3073.81	1219.79	3102.57
Less/(Add): Finance Cost	432.49	490.24	435.00	490.82
Less/(Add): Depreciation	483.07	440.79	489.03	443.84
& Amortisation
Profit/ (Loss) before Exceptional Items and Taxation	227.43	2142.78	295.76	2167.91
Add/(Less) : Exceptional	-	-	-	-
Items - Gain/(Loss)
Profit/ (Loss) before Taxation	227.43	2142.78	295.76	2167.91
Less/(Add): Prov. for
Taxation
- Current	118.14	300.40	143.30	312.05
- Deferred Tax Liability/ (Asset)	(46.56)	212.72	(49.38)	212.72
- Short Provision of Earlier Years	2.50	2.14	2.85	5.91
Profit/ (Loss) after Taxation	153.35	1627.52	198.99	1637.23
Other comprehensive income / (loss), net of tax	(0.75)	(9.28)	(0.75)	(9.28)
Total Comprehensive Income/ (Loss)	152.60	1618.24	198.24	1627.95

There is no change in the nature of business of the Company.

2. DIVIDEND

In order to conserve resources for working capital requirements of the Company, your directors have not recommended any dividend for the year under review.

3. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for the year under consideration, after all appropriations and adjustments, is Rs. 4280.04 Lac. The Board has not proposed to transfer any amount to reserves.

4. OPERATIONS

During the year, the Company expanded its geographical presence by establishing operations in four new locations: Dankuni (Kolkata), Sampla (Haryana), Kharagpur (West Bengal) and Jaipur (Rajasthan). During the year under review, there was considerable reduction in the Company''s trading business due to pressure on profit margins from the said business. However, the Company strategically continues to invest in and expand its transportation business.

The Company bagged various prestigious awards during the year under consideration like “Premier Bonded Trucking Operator” Award at the India Cargo Awards 2024, “Best Customs Bonded Trucking Company” Award at CargoNxt Conference & Recognitions, “Clean Slate Medalist” from Amazon, “Trucking Partner of the Year” Award from Delhi Indira Gandhi International Airport / GMR and “Customs Bonded Truck Operator of the Year” Award at South East Air Cargo Conclave & Awards 2024.

Standalone

The Company achieved Service Turnover of Rs.19805.00 Lac during the year under consideration as compared to Service Turnover of Rs. 19244.66 Lac achieved during the previous year, which represents increase of about 2.91%. Further, the Company also achieved Trading Turnover of Rs. 2181.38 during the year under consideration as compared to Trading Turnover of Rs. 5735.70 Lac achieved during the previous year. Net profit after tax during the year under consideration is Rs. 153.35 Lac as compared to net profit after tax of Rs. 1627.52 Lac during the previous year, due to increase in expenses like toll prices, Annual Maintenance Costs, Handling Charges, Lorry Hire Charges, Employee Benefit Expenses, adblue oil prices, etc. Your Directors are making constant endeavour to explore new areas to achieve higher turnover and profitability.

Consolidated

The Group achieved Service Turnover of Rs. 20890.69 Lac during the year under consideration as compared to Service Turnover of Rs. 19573.02 Lac

achieved during the previous year. Further, the Group also achieved Trading Turnover of Rs. 2181.38 Lac during the year under consideration as compared to Trading Turnover of Rs. 5735.70 Lac achieved during the previous year. The consolidated net profit after tax during the year under consideration is Rs.198.99 Lac as compared to consolidated net profit after tax of Rs. 1637.23 Lac during the previous year.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended 31^st March, 2025, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is available as a separate section which forms part of the Annual Report.

6. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 and Schedule V of the Listing Regulations, a report on Corporate Governance along with a certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of the Annual Report.

7. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY SHARES, OFFERING OF ESOP AND BUY BACK OF SECURITIES

The Company has not issued equity shares with differential voting rights or sweat equity shares. The Company has not offered any shares under Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

8. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 1397.67 Lac.

During the year under review there were no changes in the Share Capital of the Company.

9. MEETINGS OF THE BOARD OF DIRECTORS & DETAILS OF COMMITTEES OF THE BOARD

Board Meetings

During the year, six meetings of the Board of Directors were held. The details of meetings and attendance of Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Meeting of Independent Directors

During the year, one meeting of the Independent Directors was held. The details of meeting and attendance of Independent Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Meetings of Committees of Directors

The Company has four Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Finance Committee

The composition of aforesaid committees, number of meetings held of each Committee during the year and meetings attended by each member of the Committees are provided in Corporate Governance Report which forms part of the Annual Report.

The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

10. DIRECTORS AND KEY MANAGEMENT PERSONNEL - APPOINTMENT & RESIGNATION

Mr. Narendra C. Shah and Mr. Mahendra C. Shah, Directors of the Company who retired by rotation, were re-appointed at the Annual General Meeting (“AGM”) held on 30^th September, 2024. There was no resignation of Director during the year.

Mrs. Himani Dave resigned as Company Secretary and Compliance Officer of the Company w.e.f. 26^th May, 2024 and was again appointed as Company Secretary and Compliance Officer of the Company w.e.f. 14^th August, 2024.

In compliance with Regulation 17(1A) of the Listing Regulations, a special resolution was passed at the AGM held on 30^th September, 2024 for continuation of directorship of Mr. Hasmukh C. Shah, who attained the age of 75 years on 3^rd November, 2024, as NonExecutive Independent Director of the Company during his tenure upto 1^st August, 2027.

The first term of appointment of 5 (Five) years as Independent Directors of the Company of Mr. Shailesh S. Kamdar, Mr. Dharmendra D. Vora, Mr. Satish R. Shah and Mr. Vivek U. Shah will conclude on 27^th November, 2025. Based on the recommendation of the Nomination and Remuneration Committee and

the Board of Directors of the Company, it is proposed to obtain approval of the members at the ensuing AGM by way of Special Resolutions, to re-appoint them as Non-Executive Independent Directors for a second consecutive term of 5 (Five) years w.e.f. 28^th November, 2025. Further, Mr. Satish R. Shah, would attain the age of 75 years on 30^th September, 2029 during his second term and therefore, consent of the members by way of Special Resolution is also sought at the ensuing AGM in compliance with Regulation 17(1A) of the Listing Regulations, for his continuation as Non-Executive Independent Director of the Company beyond the age of 75 years.

Mr. Rajnikant C. Shah and Mr. Mukesh M. Shah, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of the Directors proposed to be appointed/ re-appointed are given in the Notice convening the ensuing Annual General Meeting.

11. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct for Board Members and Senior Management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

12. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/ loss of the Company for that period;

(c) that 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;

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

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. STATUTORY AUDITORS

M/s. Sanjay C. Shah & Associates, Chartered Accountants (Firm Registration No. 128148W), who were appointed as Statutory Auditors of the Company at the AGM held on 30^th September, 2024 for a period of 5 years to hold office from the conclusion of that AGM until the conclusion of AGM of the Company to be held in the year 2029; have tendered their resignation as Statutory Auditors of the Company w.e.f 12^th August, 2025. Their resignation has caused a casual vacancy in the office of Statutory Auditors and casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking consent of the members in accordance with the provisions of Section 139(8) of the Companies Act, 2013. Therefore, in terms of the provisions of Section 139(8) of the Companies Act, 2013 and the Rules framed thereunder and based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. G. P. Kapadia & Co., Chartered Accountants (Firm Registration No. 104768W), to fill up the casual vacancy caused by the resignation of M/s. Sanjay C. Shah & Associates, Chartered Accountants and to hold office as Statutory Auditor of the Company till the conclusion of the 31^st AGM, subject to approval of members at the 31^st AGM of the Company.

Further, on the recommendation of the Audit Committee and Board of Directors of the Company, it is also proposed to appoint M/s. G. P. Kapadia & Co., Chartered Accountants (Firm Registration No. 104768W), as Statutory Auditors of the Company to hold office for a term of 5 (Five) years from conclusion of 31^st AGM until the conclusion of 36^th AGM to be held in the year 2030, subject to approval of members at the 31^st AGM of the Company.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received written consent from M/s. G. P. Kapadia & Co., Chartered Accountants, to their appointment and Certificate, to the effect that their appointment,

if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. The members are requested to appoint the Statutory Auditors as aforesaid and fix their remuneration.

15. AUDIT REPORT

The Auditor''s Report, on the Standalone and Consolidated Financial Statements for the financial year 2024-25 issued by M/s. Sanjay C. Shah & Associates, Chartered Accountants (Firm Registration No. 128148W) forms part of this Annual Report and does not contain any qualifications, reservations or adverse remarks or disclaimer.

16. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported to the Audit Committee pursuant to Section 143 (12) of the Companies Act, 2013, any instances of frauds committed in the Company by its officers or employees, the details of which needs to be mentioned in this Report.

17. COST RECORDS

The Central Government has not prescribed maintenance of cost records for the Company under Section 148 (1) of the Companies Act, 2013.

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

19. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the Board''s view, there are no material risks, which may threaten the existence of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year under review and the date of this Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is placed on the Company''s website at http://www. shreejitranslogistics.com under the “Investors” Tab.

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (in Form MGT-9) as part of the Directors'' Report.

22. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company had three subsidiary companies-STL Transworld Private Limited, Mihani Trading Private Limited and TKD Digitrans Tech Private Limited. Mihani Trading Private Limited, a wholly-owned non-material subsidiary of the Company, had applied for striking-off its name from the Register of Companies on 28^th January, 2025 and its name has been struck off from the Register of Companies by the Registrar of Companies, Mumbai on 25^th April, 2025. Consequently, Mihani Trading Private Limited has ceased to be a wholly owned subsidiary of the Company.

The consolidated financial results reflect the operations of STL Transworld Private Limited (subsidiary), Mihani Trading Private Limited (subsidiary), TKD Digitrans Tech Private Limited (subsidiary) and TKD Communication LLP, which is not an associate company within the meaning of the Companies Act, 2013, but it is an Associate as per the Accounting Standard 21. The Company does not have any joint venture company. Pursuant to Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of the Subsidiary Companies in Form AOC-1 is attached herewith as Annexure I and forms part of this Report.

The Audited Financial Statements of the said

subsidiary companies are available on the website of the Company under “Investors” tab and shall also be available for inspection by any member at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of the Audited Financial Statements of the subsidiary companies, may write to the Company Secretary at the Registered Office of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents are available on the website of the Company.

23. LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

During the year, there is no security provided or investments made or guarantee given by the Company covered under Section 186 of the Companies Act, 2013. The Company has given following loans during the year pursuant to Section 186 of the Companies Act, 2013:

Name of the Entity	Relation	Amount (Rs. In Lac)	Particulars of loans, guarantees, investments	Purpose for which loans, guarantees, investments are proposed to be utilised
STL Transworld Private Limited	Subsidiary Company	31.30 (Cl. Bal. -Nil)	Loan Given	Business Purpose
Dityaa International		135.00 (excluding interest) (Cl. Bal. 136.20)	Loan Given	Business Purpose

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY

No significant and material order has been passed by the regulators, courts and tribunals, statutory and quasi-judicial body impacting the going concern status and the Company''s operations in future.

25. DEPOSITS

During the year under review, the Company has not accepted any deposit covered under Chapter V of the

Companies Act, 2013 (i.e. Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

26. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at https://www.shreejitranslogistics.com/ uploads/Related Party Transaction Policy-Shreeji Translogistics Limited.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. There were no material transactions of the Company with any of its related parties which required approval of the members as per the Act and the Listing Regulations. Therefore, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to the Company for the financial year under review. Your Directors draw attention to Note No. 42 of the financial statements which sets out related party disclosures.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Your Directors are continuously exploring various opportunities to conserve energy and have taken the following initiatives in that direction:

• The Company constantly phases out of old ageing vehicles. This helps in reducing consumption of fuel.

• The Company is also evaluating various avenues to add CNG vehicles to its fleet to be more fuel efficient and in turn contribute towards energy conservation.

• The Company''s owned trucks are maintained by AMC''s by the Original Equipment Manufacturers, thereby enhancing overall service and repair quality. This leads to better performance of the trucks resulting in lower consumption of fuel and lesser carbon footprints.

• The Company encourages and trains its drivers to optimise their driving styles to reduce fuel consumption.

• The Company focuses on optimum utilization of capacity of vehicles, which results in reduced number of trips and distance travelled by the trucks, which in turn reduces energy consumption.

• The Company makes constant endeavours to check power consumption and to optimise the use of energy by using energy-efficient computers and other equipments. The Company uses CFL/LED fixtures to reduce the power consumption.

Technology Absorption:

The Company aims to become a technology-oriented logistics Company and has taken the following initiatives to achieve this goal:

• The Company has installed digital locks across its fleet of trucks for enhanced safety of the goods transported.

• The Company has been using Global Positioning System (GPS) on its Trucks since years for realtime tracking of vehicle movement.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Nil (Previous Year -Rs. 30.84 Lac)

Foreign Exchange Outgo - Nil (Previous Year - Nil).

28. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Sanjeev Shah & Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the Company. The Secretarial Audit Report (in Form MR-3) for the year ended 31^st March, 2025 is attached herewith as Annexure II and forms part of this Report.

The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

30. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities of the Company has been appended as Annexure III to this Report. The Company was not required to constitute a Corporate Social Responsibility (CSR) Committee in view of the provisions of Section 135 (9) of the Companies Act, 2013.

31. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviours. The Company has a Vigil Mechanism/ Whistle Blower Policy in place through which it promotes highest standards of professionalism, honesty, integrity and ethical behaviour in all our business activities and under which employees are free to report any actual or potential violation of our code, policies or laws. During the year under review, no employee was denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company and can be accessed at https://www. shreeiitranslogistics.com/uploads/Whistle Blower Policy- Shreeji Translogistics Limited.pdf.

32. PARTICULARS OF EMPLOYEES

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure IV of this Report.

The statement containing particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Companies Act, 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

33. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Committee has framed a Policy in terms of the provisions of Section 178 (3) of the Companies Act, 2013, dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP).

The salient features of the said Policy are -

• It lays down the parameters for appointment of Executive and Non-Executive Directors, KMP and SMP.

• It lays down the parameters for term/tenure of Managing Directors, Wholetime Directors and Independent Directors.

• It lays down the parameters for remuneration to Executive Directors, Non-Executive Directors, KMP, SMP and other employees.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company https://www.shreeiitranslogistics.com/ uploads/Nomination and Remuneration Policy-Shreeii Translogistics Limited.pdf.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is committed to provide a work environment, which is free from discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in the form of ‘Internal Complaints Committee'' has been created in the Company for time-bound redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the women employees at workplace:

a. To formulate the Anti Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place;

b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the

proper compensation in case of any misconduct, harassment with the women employees;

c. Provide a safe working environment at the workplace;

d. Organize workshops and awareness programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

35. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

36. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

The disclosure under this clause is not applicable as the Company has not done any one time settlement

with the banks or financial institutions.

37. ACKNOWLEDGMENT

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

---

Mar 31, 2024

Your Directors are pleased to present the 30^th Annual Report and Audited Financial Statements of the Company for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	Current Year ended 31.03.2024	Previous Year ended 31.03.2023	Current Year ended 31.03.2024	Previous Year ended 31.03.2023
	(Rs. in Lac)		(Rs. in Lac)
Revenue from Operations & other Income	26241.96	18725.07	26579.51	20167.32
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional Items and Taxation	3073.81	2037.63	3102.57	2210.89
Less/(Add): Finance Cost	490.24	365.10	490.82	365.20
Less/(Add): Depreciation & Amortisation	440.79	335.76	443.84	336.04
Profit/ (Loss) before Exceptional Items and Taxation	2142.78	1336.77	2167.91	1509.65
Add/(Less) : Exceptional Items - Gain/(Loss)	-	-	-	-
Profit/ (Loss) before Taxation	2142.78	1336.77	2167.91	1509.65
Less/(Add): Prov. for Taxation
- Current	300.40	370.24	312.05	415.09
- Deferred Tax Liability/ (Asset)	212.72	(1.68)	212.72	(1.68)
- Short Provision of Earlier Years	2.14	-	5.91	-
Profit/ (Loss) after Taxation	1627.52	968.21	1637.23	1096.24
Other comprehensive income / (loss), net of tax	(9.28)	5.75	(9.28)	5.75
Total Comprehensive Income/ (Loss)	1618.24	973.96	1627.95	1101.99

There is no change in the nature of business of the Company except that the Company has commenced trading business in accordance with the special resolution passed by the members of the Company altering Main object of the Memorandum of Association on 6^th January, 2023 by way of Postal Ballot.

2. DIVIDEND

Your Directors are pleased to recommend a final dividend of Re. 0.10 per equity share of face value of Rs. 2/- each (i.e. at 5 percent of face value) for the year ended 31^st March, 2024.

The final dividend, subject to the approval of Members at the Annual General Meeting, will be paid to the Members whose names appear in the Register of Members, as on the Record Date to be fixed by the Board in this regard. The total dividend for the financial year amounts to Re. 0.10 per equity share and will absorb Rs. 69.88 Lac. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

3. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for the year under consideration, after all appropriations and adjustments, is Rs. 4197.32 Lac. The Board has not proposed to transfer any amount to reserves.

4. OPERATIONS

The Company has recorded its highest ever revenue during the financial year under consideration, which was mainly driven by increasing geographical footprints and addition of new clients. During the year, the Company expanded its geographical presence by establishing operations in three new locations: Rohtak, Bhubaneshwar and Indore. Further, during the year under review, the Company also started a new business vertical of Railway Rake Handling & Transportation through which the Company aims at achieving cost efficiency for customers through MultiModal Transportation by smoothly combining Rail and Road networks.

The Company also bagged various prestigious awards during the year under consideration like “Premier Bonded Trucking Operator” Award at the India Cargo Awards 2023, “Best Customs Bonded Trucking Company” Award at CargoNxt Conference & recognitions, “Customs Bonded Truck Operator of the Year Award” at 4^th South East Air Cargo Conclave & Awards 2023, “Customs Bonded Truck Operator of The Year” at Northern India Air Cargo Conclave & Awards 2023 and “Logistics Champion - Mid Tier” Award at the 6^th India Logistics Strategy & Awards 2024.

Standalone

The Company achieved Service Turnover of Rs. 19244.66 Lac during the year under consideration as compared to Service Turnover of Rs. 17443.27 Lac achieved during the previous year, which represents increase of about 10.33%. Further, the Company also achieved Sales Turnover of Rs. 5735.70 Lac during the year under consideration as compared to Sales Turnover of Rs. 1158.75 Lac achieved during the previous year. Net profit after tax during the year under consideration is Rs. 1627.52 Lac as compared to net profit after tax of Rs. 968.21 Lac during the previous year, which represents increase of about 68.10%. Your Directors are making constant endeavor to explore new areas to achieve higher turnover and profitability.

Consolidated

The Group achieved Service Turnover of Rs. 19573.02 Lac during the year under consideration as compared to Service Turnover of Rs. 18096.41 Lac achieved during the previous year. Further, the Group also achieved Sales Turnover of Rs. 5735.70 Lac during the year under consideration as compared to Sales Turnover of Rs. 1944.71 Lac achieved during the previous year. The consolidated net profit after tax during the year under consideration is Rs. 1637.23 Lac as compared to consolidated net profit after tax of Rs. 1096.24 Lac during the previous year.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended 31^st March, 2024, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is available as a separate section which forms part of the Annual Report.

6. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 and Schedule V of the Listing Regulations, a report on Corporate Governance along with a certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of the Annual Report.

7. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY SHARES, OFFERING OF ESOP AND BUY BACK OF SECURITIES

The Company has not issued equity shares with differential voting rights or sweat equity shares. The

Company has not offered any shares under Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

8. SHARE CAPITAL

During the year, the members of the Company passed an ordinary resolution by way of Postal Ballot on 21^st January, 2024, approving increase in Authorised Share Capital of the Company. Accordingly, Authorised Share Capital of the Company was increased from Rs. 1050 Lacs divided into 5,25,00,000 Equity Shares of Rs. 2/- each to Rs. 1400 Lacs divided into 7,00,00,000 Equity Shares of Rs. 2/- each.

The members of the Company also passed an ordinary resolution by way of Postal Ballot on 21^st January, 2024, approving issue of new 1,74,70,875 Bonus Equity Shares of Rs. 2/- each to the equity shareholders of the Company. Accordingly, 1,74,70,875 equity shares of face value Rs. 2/- per share were allotted to the shareholders by the Board of Directors on 9^th February, 2024.

The paid-up Equity Share Capital of the Company as on 31^st March, 2024 stands at Rs. 1397.67 Lac.

9. MEETINGS OF THE BOARD OF DIRECTORS & DETAILS OF COMMITTEES OF THE BOARD

Board Meetings

During the year, nine meetings of the Board of Directors were held. The details of meetings and attendance of Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Meeting of Independent Directors

During the year, one meeting of the Independent Directors was held. The details of meeting and attendance of Independent Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Meetings of Committees of Directors

The Company has four Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Finance Committee

The composition of aforesaid committees, number of meetings held of each Committee during the year and meetings attended by each member of the Committees are provided in Corporate Governance Report which forms part of the Annual Report.

The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

10. DIRECTORS AND KEY MANAGEMENT PERSONNEL - APPOINTMENT & RESIGNATION

Mr. Bipin C. Shah and Mr. Rupesh M. Shah, Directors of the Company who retired by rotation, were reappointed at the Annual General Meeting held on 14^th August, 2023. There was no resignation of Director during the year.

Mr. Divyesh Badiyani resigned as Company Secretary and Compliance Officer of the Company w.e.f. 15^th April, 2023. Mrs. Himani Dave appointed as Company Secretary and Compliance Officer of the Company w.e.f. 23^rd May, 2023. Mrs. Himani Dave resigned as Company Secretary and Compliance Officer of the Company w.e.f. 26^th May, 2024 and was again appointed as Company Secretary and Compliance Officer of the Company w.e.f. 14^th August, 2024.

Mr. Hasmukh C. Shah, Non-Executive Independent Director will attain the age of 75 years on 3^rd November, 2024. Pursuant to the Regulation 17(1A) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, it is now mandatory for all listed companies to obtain shareholders'' approval through special resolution for continuation of directorship of a non-executive director, who has attained the age of 75 years. In compliance with the same, it is proposed to pass special resolution at the ensuing Annual General Meeting for continuation of his directorship as NonExecutive Independent Director of the Company during his tenure upto 1^st August, 2027.

Mr. Narendra C. Shah and Mr. Mahendra M. Shah, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulations and Secretarial Standard -2 on General Meetings, brief resume, expertise and other details of the Directors proposed to be appointed/ re-appointed are given in the Notice convening the ensuing Annual General Meeting.

11. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct for Board Members and Senior Management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

12. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/ loss of the Company for that period;

(c) that 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;

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

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. STATUTORY AUDITORS

M/s. Dhiraj H. Mehta & Co., Chartered Accountants (Firm Registration No. 145318W), were appointed as the Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of the Annual General Meeting held on 28^th September, 2019 until the conclusion of Annual General Meeting of the Company to be held in the year 2024.

As the tenure of M/s. Dhiraj H. Mehta & Co. as the Statutory Auditors will come to an end at the conclusion of the ensuing Annual General Meeting, in terms of the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder and based on the recommendation of the Audit Committee, it is proposed to appoint M/s. Sanjay C. Shah & Associates, Chartered Accountants (Firm Registration

No. 128148W), as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting, until the conclusion of the Annual General Meeting of the Company to be held in the year 2029.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. Sanjay C. Shah & Associates, Chartered Accountants, to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. The members are requested to appoint the Statutory Auditors as aforesaid and fix their remuneration.

15. AUDIT REPORT

The Auditor''s Report, on the Standalone and Consolidated Financial Statements for the financial year 2023-24 forms part of this Annual Report and does not contain any qualifications, reservations, or adverse remarks or disclaimer.

16. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported to the Audit Committee pursuant to Section 143 (12) of the Companies Act, 2013, any instances of frauds committed in the Company by its officers or employees, the details of which needs to be mentioned in this Report.

17. COST RECORDS

The Central Government has not prescribed maintenance of cost records for the Company under Section 148 (1) of the Companies Act, 2013.

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

19. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by

hours on working days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of the Audited Financial Statements of the subsidiary companies, may write to the Company Secretary at the Registered Office of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents are available on the website of the Company.

23. LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

During the year, there is no security provided or investments made by the Company covered under Section 186 of the Companies Act, 2013. The Company has given following loans and guarantees during the year pursuant to Section 186 of the Companies Act, 2013:

Name of the Entity	Relation	Amount (Rs. In Lac)	Particulars of loans, guarantees, investments	Purpose for which loans, guarantees, investments are proposed to be utilised
TKD Digitrans Tech Private Limited	Subsidiary Company	26.34	Guarantee Given	Business Purpose
Amrit Polychem		100.00 (excluding interest) (Cl. Bal. 455.91)	Loan Given	Business Purpose

the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the Board''s view, there are no material risks, which may threaten the existence of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year under review and the date of this Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is placed on the Company''s website at http://www. shreejitranslogistics.com under the “Investors” Tab.

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (in Form MGT-9) as part of the Directors Report.

22. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company has three subsidiary companies- STL Transworld Private Limited, Mihani Trading Private Limited and TKD Digitrans Tech Private Limited.

The consolidated financial results reflect the operations of STL Transworld Private Limited (subsidiary), Mihani Trading Private Limited (subsidiary), TKD Digitrans Tech Private Limited (subsidiary) and TKD Communication LLP, which is not an associate company within the meaning of the Companies Act, 2013, but it is an Associate as per the Accounting Standard 21. The Company does not have any joint venture company. Pursuant to Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of the Subsidiary Companies in Form AOC-1 is attached herewith as Annexure I and forms part of this Report.

The Audited Financial Statements of the said subsidiary companies are available on the website of the Company under “Investors” tab and shall also be available for inspection by any member at the Registered Office of the Company during business

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY

No significant and material order has been passed by the regulators, courts and tribunals, statutory and quasi-judicial body impacting the going concern status and the Company''s operations in future.

25. DEPOSITS

During the year under review, the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013 (i.e. Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

26. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at https://www.shreejitranslogistics.com/ uploads/Related Party Transaction Policy -Shreeji Translogistics Limited.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. There were no material transactions of the Company with any of its related parties which required approval of the members as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year under review. Your Directors draw attention to Note No. 44 of the financial statements which sets out related party disclosures.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Your Directors are continuously exploring various opportunities to conserve energy and have taken the following initiatives in that direction:

• The Company constantly phases out of old ageing vehicles and ensures new vehicles are continuously inducted in the network. This helps in reducing consumption of fuel.

• The Company is also evaluating various avenues to add CNG vehicles to its fleet to be more fuel efficient and in turn contribute towards energy conservation.

• The Company''s owned trucks are maintained by AMC''s by the Original Equipment Manufacturers, thereby enhancing overall service and repair quality. This leads to better performance of the trucks resulting in lower consumption of fuel and lesser carbon footprints.

• The Company encourages and trains its drivers to optimise their driving styles to reduce fuel consumption.

• The Company focuses on optimum utilization of capacity of vehicles, which results in reduced number of trips and distance travelled by the trucks, which in turn reduces energy consumption.

• The Company makes constant endeavours to check power consumption and to optimise the use of energy by using energy-efficient computers and other equipments. The Company uses CFL/LED fixtures to reduce the power consumption.

Technology Absorption:

The Company aims to become a technology-oriented logistics Company and has taken the following initiatives to achieve this goal:

• The Company has installed digital locks across its fleet of trucks for enhanced safety of the goods transported.

• The Company''s subsidiary TKD Digitrans Tech Private Limited has an application named TKDOST on Google Play Store and Apple App Store to facilitate faster connects between multiple transporters a seamless and highly integrated transporting solutions.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Rs. 30.84 Lac (Previous Year - Rs. 149.38)

Foreign Exchange Outgo - Nil (Previous Year - Nil).

28. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Sanjay Sangani & Co., Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the Company. The Secretarial Audit Report (in Form MR-3) for the year ended 31^st March, 2024 is attached herewith as Annexure II and forms part of this Report.

The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks except remark that the proceedings of AGM were submitted within 24 hours of the conclusion of the AGM, instead of 12 hours. In this regard, the Directors

have to state that the delay in submission was due to inadvertence as SEBI Circular SEBI/HO/CFD/ CFD-PoD-1/P/CIR/2023/123 dated 13^th July, 2023 for revision of timelines, was very recent then.

Secretarial Audit Report of Material Unlisted Subsidiary

As per Regulation 24(1) of SEBI Listing Regulations, the Company is required to annex the Secretarial Audit Report of its material unlisted subsidiary to its Annual Report.

STL Transworld Private Limited has been identified as Material Unlisted Subsidiary of the Company for the financial year 2023-24 and accordingly the Company is annexing the Secretarial Audit Report of STL Transworld Private Limited as Annexure III.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

30. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities of the Company has been appended as Annexure IV to this Report. The Company was not required to constitute a Corporate Social Responsibility (CSR) Committee in view of the provisions of Section 135 (9) of the Companies Act, 2013.

31. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviours. The Company has a Vigil Mechanism/ Whistle Blower Policy in place through which it promotes highest standards of professionalism, honesty, integrity and ethical behaviour in all our business activities and under which employees are free to report any actual or potential violation of our code, policies or laws. During the year under review, no employee was denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company and can be accessed at https://www. shreeiitranslogistics.com/uploads/Whistle Blower Policy- Shreeji Translogistics Limited.pdf.

32. PARTICULARS OF EMPLOYEES

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rule 5(1)

of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure V of this Report.

The statement containing particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Companies Act, 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

33. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Committee has framed a Policy in terms of the provisions of Section 178 (3) of the Companies Act, 2013, dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP).

The salient features of the said Policy are -

• It lays down the parameters for appointment of Executive and Non-Executive Directors, KMP and SMP.

• It lays down the parameters for term/tenure of Managing Directors, Wholetime Directors and Independent Directors.

• It lays down the parameters for remuneration to Executive Directors, Non-Executive Directors, KMP, SMP and other employees.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company https://www. shreeiitranslogistics.com/uploads/Nomination and Remuneration Policy- Shreeii Translogistics Limited.pdf

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is committed to provide a work environment, which is free from discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in the form of ‘Internal Complaints Committee'' has been created in the Company for time-bound redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the women employees at workplace:

a. To formulate the Anti Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place;

b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women employees;

c. Provide a safe working environment at the workplace;

d. Organize workshops and awareness

programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

35. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

36. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

The disclosure under this clause is not applicable as the Company has not done any one time settlement with the banks or financial institutions.

37. ACKNOWLEDGMENT

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Rajnikant C. Shah Narendra C. Shah

Wholetime Director Wholetime Director

DIN: 00269109 DIN: 00268812

Place: Navi Mumbai Date: 14^th August, 2024

---

Mar 31, 2018

To,

The Members,

SHREEJI TRANSLOGISTICS LIMITED,

{Formerly Known As : SHREEJI TRANSPORT SERVICES PRIVATE LIMITED }

The Directors present the Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS

	Standalone		Consolidated
	Current	Previous	Current	Previous
PARTICULARS	Year ended	Year ended	Year ended	Year ended
	31-03-2018	31.03.2017	31-03-2018	31.03.2017
	(Rs. in Lac)		(Rs. in Lac)
Revenue from Operations & other Income	11070.06	8773.27	11070.06	8773.27
Profit/(Loss) before Depreciation,
Finance Cost and Taxation	1204.04	791.87	1203.56	791.87
Less/(Add) : Finance Cost	323.98	272.31	323.98	272.31
Less/(Add) : Depreciation & Amortisation	394.34	275.78	394.34	275.78
Profit / (Loss) before Taxation	485.72	243.78	485.24	243.78
Less/(Add): Prov. for Taxation
- Current	167.52	61.81	167.52	61.81
- Deferred	13.92	24.30	13.92	24.30
Profit / (Loss) after Taxation	304.28	157.67	303.80	157.67
Add : Balance as per Balance Sheet b/f	1136.08	1314.08	1136.08	1314.08
Less : Appropriations
- Proposed Dividend	--	--	--	--
- Dividend Tax	--	--	--	--
- Transfer to General Reserve	--	--	--	--
- Provision of Gratuity of earlier years	--	(100.66)	--	(100.66)
- Amount Utilised for Issue of
Bonus Shares during the period	--	(235.01)	--	(235.01)
Balance c/fd to the Balance Sheet	1440.36	1136.08	1439.88	1136.08

There is no change in the nature of business of the Company.

DIVIDEND

In order to conserve resources for working capital requirements of the Company, your directors have not recommended any dividend for the year under review

MAJOR EVENTS DURING THE YEAR

During the year under consideration, the name of the Company was changed from SHREEJI TRANSPORT SERVICES PRIVATE LIMITED to SHREEJI TRANSLOGISTICS PRIVATE LIMITED with effect from 13/04/2017.

Further, pursuant to the approval of shareholders, the Company was converted into a Public Limited Company and Certificate of Incorporation consequent upon conversion to Public Company was issued by the Registrar of Companies on 10/08/2017 and accordingly, the name of the Company was changed to SHREEJI TRANSLOGISTICS LIMITED.

During the year under consideration, the Company completed its Initial Public Offer, pursuant to which 9,54,000 equity shares of Rs. 10/- each were allotted, at an issue price of Rs. 130/-, consisting of Fresh Issue of 2,04,000 equity shares and an Offer for Sale of 7,50,000 equity shares by the selling shareholders. All 34,94,175 equity shares of the Company were listed on SME Platform of BSE Limited w.e.f. 13/10/2017.

OPERATIONS Standalone

The Company achieved Service Turnover of Rs. 10861.48 Lac during the year under consideration as compared to Service Turnover of Rs. 8670.58 Lac achieved during the previous year, which represents increase of about 25.27%. Net profit after tax during the year under consideration is Rs. 304.28 Lac as against net profit after tax of Rs. 157.67 Lac during the previous year. Your Directors are making constant endeavor to explore new areas to achieve higher turnover and profitability.

Consolidated

The wholly owned subsidiary company of the Company - STL Transworld Private Limited was incorporated on 6th October 2017. The said subsidiary company has not achieved any turnover during the year under consideration and accordingly, the Group Service Turnover remains same as Standalone Service Turnover of Rs. 10861.48 Lac during the year under consideration. The consolidated net profit after tax for the year is Rs. 303.80 Lac.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2018, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY SHARES, OFFERING OF ESOP AND BUY BACK OF SECURITIES

The Company has not issued equity shares with differential voting rights or sweat equity shares. The Company has not offered any shares under Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

MEETINGS OF THE BOARD OF DIRECTORS & COMMITTEES OF THE BOARD Board Meetings

Fifteen Meetings of the Board of Directors of the Company were held during the year under consideration. The dates of the said Meetings are 13/04/2017, 20/04/2017, 15/05/2017, 30/05/2017, 01/07/2017, 17/07/2017, 02/08/2017, 12/08/2017, 16/08/2017, 20/09/2017, 11/10/2017, 14/11/2017, 23/11/2017, 12/03/2018 and 27/03/2018. The details of composition of the Board and attendance of Directors at the Board Meetings are given below :

Name of the Directors	Number of meetings attended/ Number of meetings held during the tenure of 2017-18
Mr. Narendra C. Shah	13/15
Mr. Mahendra C. Shah	12/15
Mr. Rajnikant C. Shah	12/15
Mr. Bipin C. Shah	8/15
Mr. Mukesh M. Shah	9/15
Mr. Rupesh M. Shah	9/15
Mr. Paresh H. Ashra (Appointed w.e.f. 02/08/2017)	5/8
Mr. Utpal R. Desai (Appointed w.e.f. 02/08/2017)	4/8
Mrs. Drishti H. Parekh (Appointed w.e.f. 02/08/2017)	5/8

Audit Committee Meetings & Recommendation of Audit Committee

Two Meetings of Audit Committee were held during the year under consideration. The dates of the said Meetings are 14/11/2017 and 12/03/2018. The details of composition of the Audit Committee and attendance of the Directors at the Audit Committee Meetings are given below :

Name of the Directors	Number of meetings attended/ Number of meetings held during the tenure of 2017-18
Mr. Paresh H. Ashra	2/2
Mr. Utpal R. Desai	2/2
Mr. Rajnikant C. Shah	2/2

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it. Nomination & Remuneration Committee Meetings

One Meeting of Nomination & Remuneration Committee was held during the year under consideration on 07/11/2017. The details of composition of the Nomination & Remuneration Committee and attendance of the

Directors at the Nomination & Remuneration Committee Meetings are given below :

Name of the Directors	Number of meetings attended/ Number of
	meetings held during the tenure of 2017-18
Mr. Utpal R. Desai	1/1
Mr. Paresh H. Ashra	1/1
Mrs. Drishti H. Parekh	1/1

Stakeholders’ Relationship Committee Meetings

One Meeting of Stakeholders’ Relationship Committee was held during the year under consideration on 12/03/2018. The details of composition of the Stakeholders’ Relationship Committee and attendance of the Directors at the Stakeholders’ Relationship Committee Meetings are given below :

Name of the Directors	Number of meetings attended/ Number of
	meetings held during the tenure of 2017-18
Mr. Utpal R. Desai	1/1
Mr. Paresh H. Ashra	1/1
Mr. Rupesh M. Shah	1/1

Meeting of Independent Directors

One Meeting of Independent Directors was held during the year under consideration on 12/03/2018 which was attended by all 3 Independent Directors - Mr. Utpal R. Desai, Mr. Paresh H. Ashra and Mrs. Drishti H. Parekh.

DIRECTORS AND KEY MANAGEMENT PERSONNEL - APPOINTMENT & RESIGNATION

Mr. Paresh H. Ashra, Mr. Utpal R. Desai and Mrs. Drishti H. Parekh were appointed as Independent Additional Directors with effect from 2nd August, 2017. Thereafter, at the Extra Ordinary General Meeting of the Company held on 14th August, 2017, they were appointed as Directors of the Company.

Mr. Narendra C. Shah and Mr. Mahendra C. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Mr. Bharat Kumar Bhatt and Ms. Tanvi Shah were appointed as the Chief Financial Officer and the Company Secretary respectively with effect from 2nd August, 2017.

There was no resignation of Director or Key Management Personnel during the year.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company was listed on 13/10/2017 and the Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 :

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/ loss of the Company for that period;

(c) that 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;

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

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

M/s. Sanjay C. Shah & Associates, Chartered Accountants (Firm Registration No. 128148W), were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the Annual General Meeting (AGM) held on 30th September, 2014 until the conclusion of AGM of the Company to be held in the year 2019 (subject to ratification of their appointment by the members at every AGM held after the AGM held on 30th September, 2014).

The members are requested to ratify the appointment of the Statutory Auditors as aforesaid and fix their remuneration.

AUDIT REPORT

The Audit Report for the year is self explanatory and therefore does not call for any further comment thereon.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the Board’s view, there are no material risks, which may threaten the existence of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year under review and the date of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form No. MGT-9 is attached herewith as Annexure I and forms part of this Report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Joint Venture Company or an Associate Company. The wholly owned subsidiary company of the Company - STL Transworld Private Limited was incorporated on 6th October 2017. Pursuant to Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of the Subsidiary Company in Form AOC-1 is attached herewith as Annexure II and forms part of this Report.

The audited financial statements of the said subsidiary company is available for inspection by any member at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of the audited financial statement of the subsidiary company, may write to the Company Secretary at the Registered Office of your Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited standalone and consolidated financial statements of the Company along with relevant documents and separate accounts in respect of subsidiary company are available on the website of the Company.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

During the year, there is no loan given, guarantee given or security provided by the Company covered under Section 186 of the Companies Act, 2013. The Company has made following investment in its wholly owned subsidiary during the year pursuant to Section 186 of the Companies Act, 2013 :

Name of the Entity	Relation	Amount (Rs.)	Particulars of loans, guarantees, investments	Purpose for loans, guarantees, investments are proposed to be utilised
STL Transworld Private Limited	Wholly Owned Subsidiary	1.00 Lac	Investment	Business purpose

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts and tribunals impacting the going concern status and the Company’s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 regarding Corporate Social Responsibility are not applicable to the Company.

DEPOSITS

During the year under review, the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013 (i.e. Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There is no contract or arrangements made during the year with related parties which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Your Directors draw attention to Note No. 28 of the financial statements which sets out related party disclosures.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTG

The Company’s operations involve low energy consumption. However, constant endeavours are made to check power consumption and to optimise the use of energy by using energy-efficient computers and other equipments. The Company uses CFL/LED fixtures to reduce the power consumption.

There was no Foreign Exchange Earnings and Outgo during the year.

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable.

STATEMENT OF DEVIATION OR VARIATION

During the financial year ended 31st March, 2018, there is no deviation or variation in utilization of proceeds raised by the Company through Initial Public Offer, from the objects stated in the prospectus dated 21/09/2017. Further, the said funds have been fully utilized.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Sanjay Sangani & Co., Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit. The Secretarial Audit Report (in Form MR-3) the year ended 31st March, 2018 is attached herewith as Annexure III and forms part of this Report.

In respect of remark in the Secretarial Audit Report, we have to state that the Company is in the process of obtaining registrations under Carriage by Road Act, 2007 and Motor Transport Workers Act, 1961.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the Company to raise concern. The Policy broadly cover instances of fraudulent financial reporting, financial irregularities, misappropriation/ misuse of the company resources, manipulation of company data/ records, breach of contract, etc. The Policy provides adequate safeguard against victimisation of employee(s)/ director(s) who raise the concern and have access to Whole-time Director/ Chairman of Audit Committee who are entrusted to oversee the whistle blower mechanism. The Policy is available on the website of the Company http://www.shreejitranslogistics.com/uploads/whistle-blower.pdf.

PARTICULARS OF EMPLOYEES

In terms of the requirements of Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure IV of this Report.

The statement containing particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Act, the Annual Reports are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Committee has framed a Policy in terms of the provisions of Section 178(3) of the Act dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed as Annexure V and forms part of this Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is committed to provide a work environment, which is free from discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in the form of ‘Internal Complaints Committee’ has been created in the Company for time-bound redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the women employees at workplace:

a. To formulate the Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place;

b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women employees;

c. Provide a safe working environment at the workplace;

d. Organize workshops and awareness programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

ACKNOWLEDGMENT

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders.

For and on behalf of the Board

NARENDRA C. SHAH RAJNIKANT C. SHAH

Mumbai Whole time Director Whole time Director

Date : 30-05-2018 DIN : 00268812 DIN : 00269109