Committed Cargo Care Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present their 27^th Annual Report on the business and operations of the Company together
with the Audited Financial Statements for the year ended 31^st March, 2025.

1 FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS

Particulars		Standalone		Consolidated
		Current Year	Previous Year	Current Year	Previous Year
		31.03.2025	31.03.2024	31.03.2025	31.03.2024
		(Rs. In Lacs)	(Rs. In Lacs)	(Rs. In Lacs)	(Rs. In Lacs)
Revenue from operations		18,957.64	14,259.81	18,957.64	14,259.81
Other income		143.26	76.66	143.26	76.66
Profit before depreciation, interest and tax		19,100.90	14,336.47	19,100.90	14,336.47
Less: Financial Charges		13.01	6.14	13.01	6.14
Less: Depreciation		96.54	49.15	96.54	49.15
Net profit before Taxation		1079.50	570.25	1,079.50	570.25
Less: Tax		299.24	158.47	299.24	158.47
Profit after Taxation		780.26	411.78	780.26	411.78
EPS	Basic	7.22	3.81	7.22	3.81
	Diluted	7.22	4.70	7.22	4.70

Your Directors are pleased to present the financial performance of the Company for the financial year ended 31^st March,
2025.

Standalone Financial Performance

During the year under review, the Company has delivered a strong performance. The revenue from operations for the
financial year 2024-25 stood at Rs. 18,957.64 lacs as against Rs. 14,259.81 lacs in the previous year, reflecting a robust
growth of approximately 33%. Other income increased to Rs. 143.26 lacs (Previous Year: Rs. 76.66 lacs).

The profit before depreciation, interest and tax increased to Rs. 1251.94 lacs from Rs. 688.43 lacs in the previous year.
After accounting for financial charges of Rs. 13.01 lacs (Previous Year: Rs. 6.14 lacs) and depreciation of Rs. 96.54 lacs
(Previous Year: Rs. 49.15 lacs), the net profit before tax stood at Rs. 1,079.50 lacs as compared to Rs. 570.25 lacs in the
previous year, and write offs of Rs. 62.89 Lacs (Previous year: Rs. 62.89 Lacs)

The profit after tax for the year was Rs. 780.26 lacs as against Rs. 411.78 lacs in the previous year, registering a notable
increase of nearly 89%.

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The Earnings Per Share (EPS) for the year was Rs. 7.22 per share (Basic and Diluted) compared to Rs. 3.81 (Basic) and
Rs. 4.70 (Diluted) in the previous year. X

Consolidated Financial Performance

On a consolidated basis, the revenue from operations also stood at Rs. 18,957.64 lacs as against Rs. 14,259.81 lacs in the
previous year. Other income for the year was Rs. 143.26 lacs (Previous Year: Rs. 76.66 lacs).

The consolidated profit before depreciation, interest and tax amounted to Rs. 1251.94 lacs (Previous Year: Rs. 688.43
lacs). After deduction of financial charges of Rs. 13.01 lacs and depreciation of Rs. 96.54 lacs, the net profit before tax
stood at Rs. 1,079.50 lacs (Previous Year: Rs. 570.25 lacs).

The consolidated profit after tax for the year was Rs. 780.26 lacs compared to Rs. 411.78 lacs in the previous year, marking
an improvement of approximately 89%.

The consolidated Earnings Per Share (EPS) was Rs. 7.22 per share (Basic and Diluted) as compared to Rs. 3.81 (Basic)
and Rs. 4.70 (Diluted) in the previous year.

The Company’s financial results reflect the successful execution of its strategic initiatives and continued focus on
operational excellence and customer satisfaction.

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The Company’s operations are predominantly focused on cargo handling and customs clearance, implemented through
an integrated "Total Freight Management" approach. This comprehensive strategy ensures accurate, efficient, and
reliable cargo management tailored to the diverse needs of global clients.

With a specialized emphasis on the seamless handling of both import and export cargo, the Company has established a
strong reputation for providing dependable, end-to-end cargo movement solutions on an international scale. Over the
years, we have successfully positioned ourselves as a trusted logistics partner, committed to service excellence and
operational precision.

Our core guiding principle, "Customer Pride," continues to be the cornerstone of our business philosophy. This customer¬
centric approach has been instrumental in fostering enduring relationships, ensuring consistent service delivery, and
maintaining a resilient presence in the dynamic and competitive cargo and logistics industry.

2 EXPANSION AND FUTURE PROSPECTS

Your Directors remain optimistic about the Company’s prospects and growth potential by expanding service portfolio,
enhanced global presence, and deepening capabilities in complex logistics execution. With continued

emphasis on operational efficiency, client satisfaction, and market adaptability, the Company is well-positioned to further
strengthen its footprint in the logistics and cargo sector.

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We are confident that our strategic initiatives, supported by a highly dedicated team and loyal customer base, will
continue to yield encouraging results in the years to come. Your Directors are hopeful of achieving even better
performance in the ensuing year, with increased revenues and profitability.

3 CHANGE IN NATURE OF BUSINESS

During the year under review, the Company has continued to provide integrated logistics services to its customers,
consistent with its existing business model. There have been no significant changes in the nature of the Company''s
business or operations that have materially affected its financial position.

4 DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 780.26 Lacs as against Rs. 411.78 Lacs in the previous year. The
Board has recommended a dividend of Rs. 0.50 per share (5% on the face value of equity shares of Rs. 10 each) for the
financial year ended March 31, 2025, in line with the previous year.

The dividend, if approved by the Members at the ensuing Annual General Meeting (AGM), shall absorb a sum of Rs. 57.29
Lacs.

The Dividend Distribution Policy of the Company in line with Regulation 43A of the Listing Regulations is available on
the Company’s website at https://www.committedgroup.com/policies.html.

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5 NUMBER OF BOARD MEETINGS

Y

During the financial year 2024-25, the Board of Directors of your Company convened 7 meetings, in compliance with
Section 173 of the Companies Act, 2013. The meetings were scheduled and conducted in accordance with the statutory
requirements, ensuring adherence to the prescribed time gap between consecutive meetings.

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6 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements, which forms the
integral part of this Annual Report.

7 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Disclosures for the related party transactions as per the Section 188 Companies Act, 2013 and relevant provisions and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2025
isn’t required, being no material related party transactions. Suitable disclosure as required by the Indian Accounting
Standards has been made in the notes to the Financial Statements.

The Audit committee and the Board of the Directors of the Company had given omnibus approval in its respective
meetings held on 29.05.2024 respectively for availing or rendering of services with Nedlloyd Logistics India Pvt. Ltd. and
Trigon Synergies Pvt. Ltd.

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an
arm’s length basis. The Company had not entered into any contract/ arrangement/ transactions with related parties
which could be considered material. Hence, no particulars are required to be mentioned in Form AOC-2 pursuant to
section 134 (3)(h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014.

Pursuant to Companies (Accounts) Second Amendment Rules, 2025, the Ministry of Corporate Affairs your Company
shall file e-Form AOC-2 electronically.

8 COPY OF ANNUAL RETURN

The Annual Return as on March 31, 2025, in terms of provisions of Section 134(3) and other applicable provisions of the
Companies Act, 2013, read with Rules thereto is available on website of the Company
https://www.committedgroup.com/annualreturns.html and forms integral part of this Annual Report.

9 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year under review, the Board in its meeting held on 24^th December, 2025 proposed to create, issue,
offer and allot, on a preferential basis, 55,00,000 (Fifty-Five Lakhs Only) Fully Convertible Warrants (“Warrants”), to the
person belonging to “Promoter/Promoter Group” and “Non-Promoter, Public Category”, at an issue price of Rs. 81/-
(Rupees Eighty-One only) per warrant higher than the floor price determined in accordance with the provisions of
Chapter V of SEBI ICDR Regulations, payable in cash for aggregating amount of up to Rs. 44,55,00,000/- (Rupees Forty-
Four Crores Fifty-Five Lakhs Only), which was consequently approved by shareholders in their Extra-Ordinary General
Meeting held on 17^th January, 2025.

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Additionally, your Company pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Part A of Schedule III Company has agreed to acquire 70% share capital in a company to be newly
incorporated under the name & style of ‘Flexichain Private Limited’, which would enable the digitization of your
company’s operations assist company in development of ERP and CRM products for its internal use.

Beside the company under the Joint Venture would sell it as products and services to other logistics industry players
either as complete product or as SAAS.

Further, there are no other material changes and commitments during the period under review, affecting the financial
position of the Company.

10 DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

During the year under review, the Company has one Subsidiary which is as follows

Sr. No. Name of Body Corporate Number of shares Relation Country

1. Flexichain Private Limited 7,000 Subsidiary India

Note: The Company acquired 70% equity shares of Flexichain Private Limited, effective 15^th November, 2024.

Apart from above, there are no Holding /Subsidiary/ Joint Venture/ Associate Company, except for Committed Cargo
Solutions Private Limited which has become Subsidiary Company on August 14, 2025 i.e. after the end of period under
review.

The Consolidated Financial Statements of the Company for the year ended March 31, 2025 are prepared in compliance
with the applicable provisions of the Companies Act, 2013, and as stipulated under Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The audited Consolidated Financial Statements together with the Auditors’ Report thereon forms part of the Annual
Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a Statement containing salient features of the Financial Statements
of the Subsidiary Companies in the prescribed Form AOC-1 is appended as “Annexure- 1” to this report and additionally,
pursuant to Companies (Accounts) Second Amendment Rules, 2025, the Ministry of Corporate Affairs your Company
shall file e-Form AOC-1 electronically.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary
Companies are kept for inspection by the Members at the Registered Office of the Company.

The Company shall provide a copy of the Financial Statements of its Subsidiary Companies to the Members upon their
request. The statements are also available on the website of the Company at www.committedgroup.com .

Additionally, subsequent to the end of the financial year but before the date of this Report, the Company has acquired
51% equity stake in Committed Cargo Solutions Private Limited, thereby making it a subsidiary of the Company with
effect from 14^th August, 2025.

A report on the performance and financial position of the newly acquired subsidiary will be provided in the Annual Report
of FY 2025-26, in accordance with Section 129(3) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts)
Rules, 2014.

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

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed herewith
as “Annexure-2” and forms integral part of this report.

12 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review no changes took place in the Board and Key Managerial Personnel of your Company.

The Board comprises of seven directors during the period under review, out of which three are Independent Directors.

However, after the end of the year under review the following changes took place in the Board and Key Managerial
Personnel of your Company.

• Dr. John Joseph (DIN: 08641139) ceased as an Independent Director of the Company due to resignation with effect
from the close of business hours on April 7, 2025.

• Mr. Satpal Kumar Arora (DIN: 00061420) has been appointed as an Additional Non-Executive Independent Director
of the Company, with effect from July 2, 2025.

• Mr. Narendra Singh Bisht (DIN: 00342205) has ceased to be the Chief Financial Officer (CFO) of the Company due
to his resignation from the close of business hours on August 28, 2025.

• Mr. Anil Gupta (PAN: AGOPG4776F) has been appointed as Chief Financial Officer (CFO) of the Company w.e.f
August 29, 2025.

Thereby, the Board comprises of seven directors as on the date of Director’s Report, out of which three are Independent
Directors.

Since your Company is listed at NSE SME exchange, therefore pursuant to regulation 15 sub-regulation 2(b) of Listing
Regulations, corporate governance provisions as specified in regulation 17 governing the composition of Board shall not
apply to the Company and such composition shall be solely governed by the provisions of Companies Act, 2013 and other
applicable provisions (including any modification or re-enactment thereof), if any.

Accordingly, pursuant to Section 149(4) of Companies Act, 2013 and other applicable provisions (including any
modification or re-enactment thereof), every listed public company shall have at least one-third of the total number of
Directors as Independent Directors, accordingly, Mr. Satpal Kumar Arora has been appointed as an Additional Non¬
Executive Independent Director, effective July 2, 2025, thereby filling the vacancy created by the resignation of Dr. John
Joseph within the stipulated timeframe of three months, implying the adequate Board composition.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Dr. Nitin Bharal (DIN: 00342195), Director of the
Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. His brief resume
as required under the Regulations 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standards is provided in the Notice of the 27^th AGM of the Company. The
requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement
and is recommended to the Members for approval.

Further, for FY 2025-26 all the Directors submitted declaration of non-disqualification pursuant to section 164(2) and
interest in other entities pursuant to section 184(1) in the first meeting of Board of Directors held on 28^th May, 2025
and thereby taken note of.

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13 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March
31, 2025, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section
which forms the integral part of the Annual Report.

14 KEY MANAGERIAL PERSONNEL (“KMP”)

The following are the KMP’s of the Company as at March 31, 2025:

i. Mr. Rajeev Sharma, Managing Director;

ii. Mr. Narendra Singh Bisht, Whole-time Director & Chief Financial Officer;

iii. Dr. Nitin Bharal, Whole-time Director & Chief Executive Officer;

iv. Mr. Yash Pal Arora, Whole-time Director

v. Ms. Charumita Bhutani, Company Secretary & Compliance Officer;

15 STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RFERENCE TO THE
FINANCIAL STATEMENTS

The Company maintains a robust internal control system, supported by comprehensive documented policies and
procedures that govern financial and operating functions. These controls are designed to provide reasonable assurance
regarding the accuracy and reliability of financial reporting, operational monitoring, asset protection, and regulatory
compliance. The Company continually strives to align its processes and controls with global best practices, conducting
regular reviews to ensure their effectiveness and relevance. Compliance is deeply ingrained in the management review

process, and the Company fosters a culture where every employee is responsible for upholding regulatory adherence
and ethical behaviour.

16 VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism to provide a
formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected
fraud or violation of the Company’s Code of Conduct or ethics policy of the Company, and also provides for direct access
to the Chairman of the Audit Committee.

The same is also intended to cover the Whistle Blower Policy. The purpose and objective of this Policy is to cover serious
concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or
improper conduct.

The Whistle Blower Policy has been placed on the website of the Company
https: //www.committedgroup.com/policies.html.

The Statutory Auditors have not reported any frauds under Section 143(2) of the Companies Act, 2013 and rules made
thereunder.

17 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

As per the requirements of Section 124 and 125 of the Companies Act, 2013, and the Investor Education and Protection
Fund (Accounting, Audit, Transfer, and Refund) Rules, 2016, dividends that remain unclaimed or unpaid for a period of

^{seven to} “ “ ^to ''^he “ V

Since the Company declared its maiden dividend for the financial year ended March 31, 2024, no amount is due for
transfer to the IEPF during the year under review. The details of unclaimed/ unpaid dividends are available on the
Company''s website at https://www.committedgroup.com/dividend23-24.html.

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18 DEPOSIT

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of
Sections 73 and 76 of the Act and read with the Companies (Acceptance of Deposit) Rules, 2014.

19 DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your directors confirm that-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

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

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

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

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

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

20 INDEPENDENT DIRECTORS AND DECLARATION

The Company has received declarations from all Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) and (7) of the Act and Regulations 25 of the Listing Regulations. There
has been no change in the circumstances affecting their status as Independent Directors of the Company.

It is informed that Mr. Satpal Kumar Arora has been allotted 75,000 Fully Convertible Warrants (“Warrants”), belonging
to “Non-Promoter, Public Category”, at an issue price of Rs. 81/- (Rupees Eighty-One only) per warrant. However,
considering Section 149(6) of the Companies Act, 2013, Mr. Arora doesn’t hold together with his relatives two per cent
or more of the total voting power of the company. Therefore, this allotment does not impact his status as an Independent
Director of the Company.

The Company has received confirmation from the Independent Directors regarding their registration in the Independent
Directors Databank maintained by the Indian Institute of Corporate Affairs.

21 CODE OF CONDUCT

Your Company has formulated the code of conduct for directors and the senior management personnel who are the
members of your Company’s core management team comprising all the members of management one level below the
executive non-independent director, including the functional basis.

22 CAPITAL STRUCTURE

¦ INCREASE IN AUTHORIZED SHARE CAPITAL

A

Your Company, in view of business requirements of raising funds from time to time and to accommodate the proposed
Preferential Issue, increased its Authorized Share Capital of the Company from existing Rs.11,00,00,000/- (Rupees Eleven
Crores) divided into 1,10,00,000 (One Crore and Ten Lakhs Only) equity shares of Rs. 10/- (Rupees Ten only) each to Rs.
20,00,00,000 (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores Only) equity shares of Rs. 10/- (Rupees
Ten only), with the approval of members in their General Meeting held on 17^th January, 2025.

Thus, there is a change in the Authorized Share Capital of the Company depicted as follows:

Equity Shares outstanding prior to the increase: 11,00,00,000 Equity Shares of face value of ^10.00/- each.

Equity Shares outstanding after the increase: 20,00,00,000 Equity Shares of face value of ^10.00/- each.

¦ ALLOTMENT OF FULLY CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS

During the year under review, your Company with the approval of members in their Extra-Ordinary General Meeting
held on 17^th January, 20225 allotted on a preferential basis 55,00,000 (Fifty-Five Lakhs Only) Fully Convertible Warrants
(“Warrants”), on 11^th February, 2025 in the meeting of Funds Raising Committee Meeting to the persons belonging to
“Promoter/Promoter Group” and “Non-Promoter, Public Category”, at an issue price of Rs. 81/- (Rupees Eighty-One only)
per warrant higher than the floor price determined in accordance with the provisions of Chapter V of SEBI ICDR
Regulations, payable in cash for aggregating amount of Rs. 44,55,00,000/- (Rupees Forty-Four Crores Fifty-Five Lakhs
Only), as detailed herein below, to the below mentioned person (“Proposed Allottee”):

Sr. No.	Name of the Allottees	Approval under Regulation 28(1) - No. of Securities	No. of Securities Allotted	Allotments pursuant to Conversion (after the end of year under review)	Balance to be converted
1.	Nitin Bharal HUF	1,45,000 |	1,45,000	0	1,45,000
2.	p. 1 ill t r 0 , •
	Private Limited	1,45,000	1,45,000		1,45,000
3-	Nitin Bharal	1,45,000	1,45,000	0	"N. 1,45,000
4-	Dakshesh Bharal	1,45,000	1,45,000	0	1,45,000
5-	Urshita Bharal	1,45,000	1,45,000	0	1,45,000
6.	Narendra Singh Bisht	3,62,500	3,62,500	0	3,62,500
7-	Neeru Bisht	3,62,500	3,62,500	0	3,62,500
8.	Rajeev Sharma	2,41,667	2,41,667	0	2,41,667 ''
9.	Manju Sharma	2,41,667	2,41,667	0	2,41,667
10.	Devi Prasad	2,41,666	2,41,666	0	2,41,666
11.	Yash Pal Arora	3,62,500	3,62,500	0	3,62,500
12	Sapna Arora	3,62,500	3,62,500	0	3,62,500
13	Century India Opportunity Fund PC	10,00,000	10,00,000	4,00,000 (29.05.2025)*	6,00,000
14	Nidhi Jain	5,00,000	5,00,000	0	5,00,000
15	Neeraj Jain	5,00,000	5,00,000	0	5,00,000
16	Karuna Bajaj	75,000	75,000	75,000 (23.07.2025)*	0
17	Satpal Kumar Arora	75,000	75,000	0	75,000
18	Shalini Mehrotra	50,000	50,000	50,000 (18.06.2025)*	0
19	Shweta Malhotra	50,000	50,000	50,000 (29.05.2025)*	0
20	Ajaiya Mehrotra	50,000	50,000	0	50,000
21	Nidhi Gupta	2,00,000	2,00,000	75,000 (29.05.2025)*	1,25,000
22	Bikramjeet Singh	10,000	10,000	0	10,000
23	Amatya Business Consulting Private Limited	60,000	60,000	0	60,000
24	Hari Om Bhatia HUF	30,000	30,000	0	30,000
Total		55,00,000	55,00,000	6,50,000	48,50,000

During the year under review, no conversion has happened as no allottee has deposited the balance 75% of the payment
in accordance with the SEBI ICDR Regulations, 2018.

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*However, after the end of the year under review and upto the date of this report, three allotments have been made on
the date 29-05-2025, 18-06-2025 and 23-07-2025 as mentioned above.

Thus, there is a change in the Issued, Subscribed and Paid-up Share Capital of the Company depicted as follows:

Pre-and Post-Issue Equity Shares

Equity Shares outstanding prior to the issue: 1,08,09,600 Equity Shares of face value of ^10.00/- each.

Equity Shares outstanding after the issue: 1,14,59,600 Equity Shares of face value of ^10.00/- each.

23 ANNUAL EVALUATION

Pursuant to Sections 134 and 178 of the Companies Act, 2013, your Company has set the criteria for performance
evaluation of the Board, its Committees, Individual Directors including the Chairperson of the Company.

Based on the criteria set by your Company, the Board has carried out annual evaluation of its own performance, its
Committees and individual Directors for FY2024-25. The questionnaires on performance evaluation were prepared in
line with the Guidance Note on Board Evaluation dated January 5, 2017, issued by SEBI as amended from time to time.

The parameters for performance evaluation of the Board includes the roles and responsibilities of the Board, timeliness
for circulating the board papers, content and the quality of information provided to the Board, attention to the Company’s
long term strategic issues, risk management, overseeing and guiding major plans of action.

The performance of the Board and individual Director was evaluated by the Board seeking inputs from all the Directors.

The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. Your
Company reviewed the performance of individual Director and separate meeting of the Independent Directors was also
held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of
the Chairperson of the Company taking into account the views of Non-Executive Directors. Thereafter, at the Board
meeting, the performance of the Board, its Committees Individual Directors and Chairman was discussed and deliberated.

The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the
performance of the Directors, Board and its Committees.

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24 CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (“CSR”) Policy of the Company and initiatives undertaken by the
Company on CSR activities during the year are set out in “Annexure-3” of this Report in the format prescribed under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR Policy is hosted on the Company’s website https: //www.committedgroup.com/policies.html .

The amount to be spent by a company under section 135(5) didn’t not exceed fifty lakh rupees, thus, in accordance with
Section 135(9) of the Companies Act, 2023, the requirement under sub-section (1) of the said Section for the constitution
of the Corporate Social Responsibility Committee isn’t applicable to your Company for the FY 2024-25 and the functions
of such Committee were discharged by the Board members.

25 AUDIT COMMITTEE

Your Company has in accordance with the Section 177 of the Companies Act, 2013 constituted the Audit Committee on
15^th March, 2023 comprising of 4 directors.

The Composition of Audit Committee for the financial year 2024-25 is as follows:

Name of the Director Position held in the Committee Category of the Director

Ms. Shaman Chaudhry Chairman Independent Director

*Dr. John Joseph Member Independent Director

Mr. Gurinder Singh Member Independent Director

Mr. Narendra Singh Bisht Member Whole-time Director

During the Financial year under review, four Audit Committee meetings were held.

*Post the end of period under review, Dr. John Joseph, Independent Director, ceased to be the member of Audit Committee
due to his resignation as Independent Director w.e.f. the close of business hours on 7^th April, 2025 from the Board and
Audit Committee as well.

26 NOMINATION AND REMUNERATION COMMITTEE

Your Company has in accordance with the Section 178 of the Companies Act, 2013 constituted the Company’s Nomination
and Remuneration Committee comprising of 3 directors on 15^th March, 2023.

The Composition of Nomination and Remuneration Committee for the financial year 2024-25 is as follows:

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Name of the Director Position held in the Committee Category of the Director

Mr. Gurinder Singh Chairman Independent Director

Ms. Shaman Chaudhry Member Independent Director

*Dr. John Joseph Member Independent Director

During the Financial year under review, three Nomination & Remuneration Committee meetings were held.

*Post the end of period under review, Dr. John Joseph, Independent Director, ceased to be the member of Nomination &
Remuneration Committee due to his resignation as Independent Director w.e.f. the close of business hours on 7^th April,

2025 from the Board and Nomination & Remuneration Committee as well and consequently Mr. Satpal Kumar Arora was
inducted on the Board & in the Nomination & Remuneration Committee of the Company in their meetings held on 2 ^nd
July, 2025.

Your Company has the policy on the Director’s appointment and remuneration including the criteria for determining
qualifications, positive attributes, independence of director and other matters provided under sub-section (3) of section

Sanies Act, 2013.

1 and Remuneration Committee has duly formulated the policy for the Director’s appointment and
cluding the criteria for determining qualifications, positive attributes, independence of director and other
d under sub-section (3) of section 178 of the Companies Act, 2013 and recommended to the Board such
o the remuneration for the director’s, key managerial personnel and other employees.

ition and Remuneration Policy is hosted on the Company’s website

_ _mmittedgroup.com/policies.html .

27 STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has in accordance with the Section 178 of the Companies Act, 2013 constituted the Stakeholder’s
Relationship Committee comprising of 3 directors on 15^th March, 2023.

The Composition of Stakeholder’s Relationship Committee for the financial year 2024-25 is as follows:

Name of the Director Position held in the Committee Category of the Director

Mr. Gurinder Singh Chairman Independent Director

Ms. Shaman Chaudhary Member Independent Director

Dr. Nitin Bharal Member Whole-time Director

During the Financial year under review, one Stakeholder’s Relationship Committee meeting was held.

28 AUDITORS AND AUDITOR’S REPORT

I. Statutory Auditors:

M/s Aggarwal Vineeta & Co., Chartered Accountants (Firm Registration No. 011645N) on recommendation of Audit
Committee and Board of Directors of the Company in their meetings held on Monday 23rd May, 2024, the shareholders
ratified the appointment of M/s Aggarwal Vineeta & Co., Chartered Accountants (Firm Registration No. 011645N), as
Statutory Auditor, made to fill up the casual vacancy, with the requisite majority in the Annual general Meeting (‘AGM’)
of the Company held on Wednesday 21^st August, 2024 for the term of one year for the Financial Year 2023-24 and to hold
the office till the conclusion of 26th Annual General Meeting from the date of appointment.

Consequently, the Ordinary Resolution for appointment of M/s KMM & Associates (formerly known as M/s Bhupesh
Khadaria & Co.), Chartered Accountants (Firm Registration No. 019629N) was passed with requisite majority at the AGM
held on 21st August, 2024 for the further term of 5 years, staring from the Financial Years 2024-25 up to 2028-29 and
hold the office till the conclusion of 31st Annual General Meeting from the date of appointment.

M/s KMM & Associates (formerly known as M/s Bhupesh Khadaria & Co.), Chartered Accountants (Firm Registration No.
019629N) further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions
of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit
and Auditors) Rules, 2014.

Further, the report of the Statutory Auditors M/s KMM & Associates (formerly known as M/s Bhupesh Khadaria & Co.),
Chartered Accountants (Firm Registration No. 019629N) along with the notes on the Financial Statements is enclosed to
this Report. The Auditors’ Reports do not contain any qualification, reservation, adverse remarks, observations or
disclaimer on Standalone Audited Financial Statements for the year ended March 31, 2025.

\v

The other observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further
comments.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to
the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

\1 ^ X ''

II. Cost Auditors:

Pursuant to Section 148 (1) of the Act and Rules framed thereunder related to maintenance of cost records is not applicable
to the Company being into service industry. Consequently, your Company isn’t subject to the Cost Audit and thus isn’t
required to appoint the Cost Auditors.

III. Secretarial Auditors:

Pursuant to Section 204 of the Act and Rules framed thereunder, the Company has appointed M/s Akhil Rohatgi & Co.,
Company Secretaries in practice after the listing of equity shares of the Company on NSE SME platform, to undertake the
Secretarial Audit of the Company for FY2024-25. The Report of Secretarial Auditor in Form MR-3 for FY2024-25 is
annexed as “Annexure-4”.

The procurement of Secretarial Compliance Report for FY2024-25 from Company Secretaries in Practice in relation to
compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of
Regulation 24A of the Listing Regulations isn’t applicable to your Company being listed at NSE SME Exchange in
accordance with exemption provided under Regulation I5(2)(b).

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and
observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

No instance of fraud has been reported by the Secretarial Auditor.

IV. Internal Auditors:

Your members are informed that M/s Arpan Jain & Co., Chartered Accountants (M. No. 561599) had placed their
resignation dated 28^th October, 2024 effective from the close of business hours on same date due to his pre-occupation &
other personal commitments.

Accordingly, pursuant to Section 138 of the Act and Rules framed thereunder, the Company had appointed M/s AGTS &
Co., Chartered Accountants (FRN 037461N) as the Internal Auditor of the Company, pursuant to their Consent Letter
dated 29^th October, 2024 and in the Board Meeting held on 14^th November, 2024 for the remaining Quarter’3 or Quarter’4
to undertake the Internal Audit of the Company for FY2024-25.

No instance of fraud has been reported by the Internal Auditor.

29 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employee’s remuneration as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as “Annexure - 5”.

\

The statement containing particulars of employees as required under Section 197(12) of the Act read with 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 Report and the Audited Financial Statements 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 the business hours i.e. 10:00 a.m. to 5:00 p.m. on working
days excluding saturdays, sundays and public holidays up to the date of the AGM. If any Member is interested in obtaining
a copy thereof, such member can send e-mail to [email protected]

None of the employees are posted and working in a country outside India, not being Directors or their relatives, and thus,
no such employee is inducted to draw remuneration more than the limits prescribed under Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30 RISK MANAGEMENT

Our ability to accomplish sustainable business growth, secure the company’s assets, protect shareholder investments,
ensure compliance with relevant laws and regulations, and prevent significant surprises of risks is made possible by
implementing effective and appropriate risk management systems and structures.

Committed Cargo Care Limited is a logistics company that provides integrated business solutions for national and
international trade, warehousing, transportation, and handles different kinds of cargo. The company is exposed to
inherent business risks. To identify, evaluate, monitor, control, manage, minimize, and mitigate these risks, the Board of
Directors has formulated and implemented a Risk Management Policy that is intended to ensure that an effective risk
management framework is established and implemented within the Company.

Setting up a robust organizational structure for the implementation of risk management systems and structures ensures
that they are effectively governed. The roles and responsibilities defined for each group identified in the organizational
structure are governed in the Risk Management Policy which oversees potential negative impacts from the risk
management process.

In order to ensure that we have a deep understanding of our risk landscape and are better positioned to mitigate and
prevent the same, we work towards making risk management an integral part of the day-to-day operations of our
businesses. All our employees are responsible for promoting sound risk management methods in their respective fields
and are actively engaged in risk management within their own areas of responsibility.

31 STATEMENT OF DEVIATION(S) OR VARIATION

_ \

As per the following reports submitted to the National Stock Exchange, there is no deviation or variations observed in
the utilisation of funds raised.

• 28.05.2025 - IPO Proceeds; and

• 11.06.2025 - Preferential Issue Proceeds

32 INSIDER TRADING DISCLOSURE

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the
provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI
(Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment)
Regulations, 2018.

The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares, in excess of limits
prescribed and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when the Trading
Window is closed.

33 DETAILS of significant and material orders passed by the regulators or courts or

TRIBUNAL

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern
status and Company’s operations in future.

34 DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016

During the year under review, there were no applications made or proceedings initiated in the name of the company under
the Insolvency and Bankruptcy Code, 2016.

\

35 THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS AND THE FINANCIAL
INSTITUTIONS

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the
year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan is not applicable.

36 DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE NUMBER OF COMPLAINTS
RELATING TO SEXUAL HARASSMENT 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 and Redressal) Act, 2013 (the “POSH Act”). The Internal Committee
(”IC”) redresses the complaint received regarding sexual harassment of women at workplace. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy.

\

During the year under review, no complaints with allegation of sexual harassment were filed with IC and four awareness
programmes about Sexual Harassment Policy were conducted and held at workplace.

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer of the
relevant branches which are subject to the submission of the same, pursuant to Section 21 of the POSH Act and Rules
framed thereunder.

Pursuant to Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company discloses as follows:

¦ Number of sexual harassment complaints received - Nil

¦ Number of complaints disposed of - Nil

¦ Number of cases pending for more than 90 days - Nil

37 MATERNITY BENEFIT: Rule 8(5)(xiii) of Companies (Account) Rules. 2014

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all
statutory benefits to eligible women employees during the year.

sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company. Certificate
from the Practising Company Secretary to this effect is annexed to this Report as “Annexure-6”.

(i) Corporate Governance:

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable
to the company but the Company adheres to good corporate practices at all times. Report on Corporate Governance
Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification
by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

(ii) Disclosures with respect to Demat suspense account/ unclaimed suspense account:

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which
required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

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(iii) Disclosure of certain types of agreements binding listed entities:

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed
as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or
control of the Company.

(iv) Cautionary Statement:

The annual report including those which relate to the directors’ report, management discussion and analysis report
may contain certain statements on the Company’s intent expectations or forecasts that appear to be forward looking
within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from
^{wha,i8eXpre88edherCin}''

38 ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business
partners/associates, financial institutions and Central and State Governments for their consistent support and
encouragement to the Company.

\

Your Directors convey their sincere appreciation to all employees of the Company for their hard work and commitment.

Their dedication and competence have ensured that the Company continues to be a significant and leading player in the
logistics industry.

For and on Behalf of the Board of Directors
COMMITTED CARGO CARE LIMITED

Sd/- Sd/-

Rajeev Sharma Narendra Singh Bisht

Managing Director Whole-time Director & CFO
DIN: 00936817 DIN: 00342205

116-B, AD Block, Pitampura, 501, Fifth Floor, The Mass Co¬
New Delhi India - 110034 operative Group, Housing

Society, Plot No. 24 Sector 10
Dwarka, South West Delhi,

New Delhi - 110075

Date: 28^th August, 2025
Place: New Delhi

---

Mar 31, 2024

The Directors are pleased to present their 26^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2024.

1 FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS

Particulars	Standalone
	Current Year 31.03.2024 (Rs. In Lacs)	Previous Year 31.03.2023 (Rs. In Lacs)
Revenue from operations	14259.81	12221.96
Other income	76.66	20.81
Profit before depreciation, interest and tax	625.53	753.63
Less: Financial Charges	6.14	10.04
Less: Depreciation	49.15	22.62
Net profit before Taxation	570.25	720.97
Less: Tax	158.47	187.80
Profit after Taxation	411.78	533.17

The net revenue from operations for the financial year ended March 31, 2024 is Rs. 14259.81 Lacs against Rs. 12221.96 Lacs in the previous financial year ended March 31,2023. Your Company had profit after tax component of Rs. 411.78 Lacs as compared to the previous financial year profit after taxation component of Rs. 533.17 Lacs.

The Company''s current business operations are primarily confined to cargo handling and custom clearance that adopts a "Total Freight Management" approach ensures precise cargo management. The Company specializes in the seamless handling of Import and Export Cargo, earning a distinguished reputation for delivering dependable and comprehensive and end-to-end cargo movement solutions globally.

We have a guiding principle, "Customer Pride," that has been instrumental in establishing a long lasting presence in the dynamic cargo industry.

Your directors are optimistic about the Company''s business and hopeful of better performance with increased revenue and profit in the coming year.

2 EXPANSION AND FUTURE PROSPECTS

Our company has consistently performed over the years in terms of growth in its Revenues and Profitability. As a part of its future growth strategy, our focus is on increasing sales volumes through organic and inorganic expansion and spread in geographical outreach. In that effort, since October 2023, we have started spreading operations at new locations including Mumbai, Pune, Ahmedabad, Goa, Hyderabad, Bangalore, and Chennai. After the initial stabilization period, these branches are expected to provide the company with attractive opportunities to grow its clients'' base, Revenues, and Probability.

In terms of organic expansion, we plan to continue to expand our scale of operations with sustainable growth in current and future years, keeping an eye on factors like our execution capabilities, our ability to retain and sustain, our ability to forge new tie-ups, agreements, and relationships, our ability to maintain customer satisfaction and other macroeconomic factors.

3 CHANGE IN NATURE OF BUSINESS

The Company continues to provide integrated logistics services to its customers and hence, there was no change in the nature of business or operations of the Company, which materially impacted the financial position of the Company during the year under review.

4 DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 411.78 Lacs as against Rs. 533.17 Lacs in the previous year. The Board has recommended a dividend of Rs. 0.50 per share (5% on the face value of equity shares of Rs. 10 each) for the financial year ended March 31, 2024, whereas your directors didn''t recommend dividend for the year ended 31^st March, 2023 due to appropriation of the excess funds to development of the business.

The dividend, if approved by the Members at the ensuing Annual General Meeting (AGM), shall absorb a sum of Rs. 54.05 Lacs.

The Dividend Distribution Policy of the Company in line with Regulation 43A of the Listing Regulations is available on the Company''s website at https://www.committedgroup.com/policies.html.

5 NUMBER OF BOARD MEETINGS

During the financial year 2023-24, your Company held 12 meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

6 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The Company has not given any Loans or provided any guarantees or made any investments during the financial year under review.

7 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Disclosures for the related party transactions as per the Section 188 Companies Act, 2013 and relevant provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31,2024 isn''t required, being no material related party transactions. Suitable disclosure as required by the Indian Accounting Standards has been made in the notes to the Financial Statements.

The Audit committee and the Board of the Directors of the Company had given omnibus approval in its respective meetings held on 09.04.2023 and 10.04.2023 respectively for availing or rendering of services with Nedlloyd Logistics India Pvt. Ltd. and Trigon Synergies Pvt. Ltd.

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arm''s length basis. The Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material. Hence, no particulars are required to be mentioned in Form AOC-2 pursuant to section 134 (3)(h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014.

8 COPY OF ANNUAL RETURN

The Annual Return as on March 31, 2024, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company https://www.committedgroup.com/annualreturns.html and forms integral part of this Annual Report.

9 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year under review, the Company has made an Initial Public Offer (IPO) of Equity Shares of 32,40,000 Equity Shares of face value of ?10.00/- each fully paid-up for cash at price of ?77/- per Equity Share aggregating to 2494.80 Lakhs. The Company successfully completed the IPO process and the equity shares of the Company were listed on EMERGE platform of National Stock Exchange of India Limited (“NSE SME”) on 18^th October, 2024.

Further, there are no other material changes and commitments during the period under review, affecting the financial position of the Company.

Also, the Corporate Identification Number (CIN) of your Company changed from U63090DL1998PLC096746 to L63090DL1998PLC096746 post listing of its equity shares at NSE platform.

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

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed herewith as “Annexure-1" and forms integral part of this report.

11 DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

There is no Subsidiary Company, Associate Company and Joint Venture as per the provisions of Companies Act, 2013, for the financial Year 2023-24 and hence, no particulars are required to be mentioned in form AOC-1.

12 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review no changes took place in the Board and Key Managerial Personnel of your Company.

The Board comprises of eight directors during the period under review, out of which four are Independent Directors.

However, after the end of the year under review the following changes took place in the Board and Key Managerial Personnel of your Company.

• Mr. Hari Prasad Thapliyal (DIN: 06553224) ceased as an Independent Director of the Company due to resignation with effect from the close of business hours on 29^th May, 2024.

Thereby, the Board comprises of seven directors as on the date of Director''s Report, out of which three are Independent Directors.

Since your Company is listed at NSE SME exchange, therefore pursuant to regulation 15 sub-regulation 2(b) of Listing Regulations, corporate governance provisions as specified in regulation 17 governing the composition of Board shall not apply to the Company and such composition shall be solely governed by the provisions of Companies Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), if any.

Accordingly, pursuant to Section 149(4) of Companies Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), every listed public company shall have at least one-third of the total number of Directors as Independent Directors, and hence our Company shall have seven directors, including three Independent Directors on the Board consequent to the cessation of directorship of Mr. Hari Prasad Thapliyal, implying that no inadequacy in the composition of the Board shall arise due to such event.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Narendra Singh Bisht (DIN: 00342205), Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. His brief resume as required under the Regulations 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards is provided in the Notice of the 26^th AGM of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.

Further, all the Directors submitted declaration of non-disqualification pursuant to section 164(2) and interest in other entities pursuant to section 184(1) in the first meeting of Board of Directors held on 23^rd May, 2024 and thereby taken note of.

13 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31,2024, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms the integral part of the Annual Report.

14 KEY MANAGERIAL PERSONNEL (“KMP”)

The following are the KMP''s of the Company as at March 31, 2024:

i. Mr. Rajeev Sharma, Managing Director;

ii. Mr. Narendra Singh Bisht, Whole-time Director & Chief Financial Officer;

iii. Dr. Nitin Bharal, Whole-time Director & Chief Executive Officer;

iv. Mr. Yash Pal Arora, Whole-time Director

v. Ms. Charumita Bhutani, Company Secretary & Compliance Officer;

15 STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RFERENCE TO THE FINANCIAL STATEMENTS

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide reasonable assurances with regard to maintenance of proper accounting controls. This will ensure reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, and compliance with regulations. The Company has continued its efforts to align all its processes and controls with global best practices and they are reviewed at periodic intervals to ensure relevance and comprehensiveness, and compliance is ingrained into the management review process.

The Company believes that every employee has a role to play in fostering an environment in which compliance with regulations, and ethical behavior are accorded due importance.

16 VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy of the Company, and also provides for direct access to the Chairman of the Audit Committee.

The same is also intended to cover the Whistle Blower Policy. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or improper conduct.

The Whistle Blower Policy has been placed on the website of the Company https://www.committedgroup.com/policies.html.

The Statutory Auditors have not reported any frauds under Section 143(2) of the Companies Act, 2013 and rules made thereunder.

17 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

Since your Company hasn''t declared the Dividend in the previous year, there is no unpaid/ unclaimed Dividend declared and paid last year.

Hence, provisions of Section 125 of the Companies Act, 2013 does not apply to your company.

18 DEPOSIT

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Sections 73 and 76 of the Act and read with the Companies (Acceptance of Deposit) Rules, 2014.

19 DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your directors confirm that-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

20 INDEPENDENT DIRECTORS AND DECLARATION

Your Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) and (7) of the Act and Regulations 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

21 CODE OF CONDUCT

Your Company has formulated the code of conduct for directors and the senior management personnel who are the members of your Company''s core management team comprising all the members of management one level below the executive non-independent director, including the functional basis.

22 CAPITAL STRUCTURE

During the year under review, Company brought an Initial Public Offer (IPO) at NSE SME Platform of Rs. 32,40,000 Equity Shares of face value of ?10.00/- each fully paid-up for cash at price of ?77/- per Equity Share aggregating to ?2494.80 Lakhs.

Thus, there is a change in the Issued, Subscribed and Paid-up Share Capital of the Company depicted as follows:

Pre-and Post-Issue Equity Shares

Equity Shares outstanding prior to the issue: 75,69,600 Equity Shares of face value of ?10.00/- each.

Equity Shares outstanding after the issue: 1,08,09,600 Equity Shares of face value of ?10.00/- each.

23 ANNUAL EVALUATION

In compliance with the provisions of Sections 134 and 178 of the Companies Act, 2013, the Board has formulated a framework, inter alia, a formal mechanism of evaluation of its own performance and that of its committees and individual directors.

The Nomination and Remuneration Committee (NRC), inter alia reviewed the performance of directors and the Board as a whole and its committee(s). The Independent Directors reviewed the performance of non-independent directors, the Board as a whole and its committees and assessed the quality, quantity and timeliness of the flow of information between the Company''s management and the Board. The Board member''s participation and the overall functioning was quite satisfactory and effective during the year under review. There are no specific observations on the Board evaluation carried out during the year as well as for the previous year.

The questionnaires on performance evaluation were prepared in line with the Guidance Note on Board Evaluation dated January 5, 2017, issued by SEBI as amended from time to time.

The parameters for performance evaluation of the Board includes the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the Company''s long term strategic issues, risk management, overseeing and guiding major plans of action etc.

The performance of the Board and individual Director was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. NRC reviewed the performance of individual Director and separate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole taking into account the views of Managing Director and Non-Executive Directors. Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors was discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

24 CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (“CSR”) Policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure 2” of this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR Policy is hosted on the Company''s website https://www.committedgroup.com/policies.html

The amount to be spent by a company under section 135(5) didn''t not exceed fifty lakh rupees, thus, in accordance with Section 135(9) of the Companies Act, 2023, the requirement under sub-section (1) of the said Section for the constitution of the Corporate Social Responsibility Committee isn''t applicable to your Company for the FY 2023-24 and the functions of such Committee were discharged by the Board members.

25 AUDIT COMMITTEE

Your Company has in accordance with the Section 177 of the Companies Act, 2013 constituted the Audit Committee on 15^th March, 2023 comprising of 4 directors.

The Composition of Audit Committee for the financial year 2023-24 is as follows:

Name of the Director	Position held in the Committee	Category of the Director
*Mr. Hari Prasad Thapliyal	Chairman	Independent Director
Ms. Shaman Chaudhary	Member	Independent Director
Mr. Gurinder Singh	Member	Independent Director
Mr. Narendra Singh Bisht	Member	Whole-time Director

During the Financial year under review, five Audit Committee meetings were held.

* Post the end of period under review, Mr. Hari Prasad Thapliyal, Independent Director, ceased to be the Chairperson of Audit Committee due to resignation as Independent Director w.e.f. the close of business hours on 29^th May, 2024 from the Board and Audit Committee as well and consequently Dr. John Joseph was inducted in the Audit Committee of the Company and Ms. Shaman Chaudhry was declared as the Chairperson of the said committee in the Board Meeting held on 29^th May, 2024.

26 NOMINATION AND REMUNERATION COMMITTEE

Your Company has in accordance with the Section 178 of the Companies Act, 2013 constituted the Company’s Nomination and Remuneration Committee comprising of 3 directors on 15^th March, 2023.

The Composition of Nomination and Remuneration Committee for the financial year 2023-24 is as follows:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Gurinder Singh	Chairman	Independent Director
Ms. Shaman Chaudhary	Member	Independent Director
Dr. John Joseph	Member	Independent Director

During the Financial year under review, three Nomination & Remuneration Committee meetings were held.

Your Company has the policy on the Director''s appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee has duly formulated the policy for the Director''s appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 and recommended to the Board such policy, relating to the remuneration for the director''s, key managerial personnel and other employees.

The Nomination and Remuneration Policy is hosted on the Company''s website https://www.committedgroup.com/policies.html 27 STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has in accordance with the Section 178 of the Companies Act, 2013 constituted the Stakeholder''s Relationship Committee comprising of 3 directors on 15^th March, 2023.

The Composition of Stakeholder''s Relationship Committee for the financial year 2023-24 is as follows:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Gurinder Singh	Chairman	Independent Director
Ms. Shaman Chaudhary	Member	Independent Director
Dr. Nitin Bharal	Member	Whole-time Director

During the Financial year under review, one Stakeholder''s Relationship Committee meeting was held.

Since the Committee was formed at the end of the Financial year under review, therefore, no Stakeholder''s Relationship Committee Meetings were held in the financial year under review.

28 AUDITORS AND AUDITOR’S REPORT

I. Statutory Auditors:

M/s Gupta Vijay K & Co., Chartered Accountants (Firm Registration No. 021206N) had been the Statutory Auditors of ''Committed Cargo Care Limited'' for a term of five consecutive years to hold office from the conclusion of this (25^th) Annual General Meeting pursuant to the shareholder''s resolution passed dated 26^th September, 2023 to hold office for a period of five consecutive years ending 31^st March, 2028 till the conclusion of the 30^th Annual General Meeting of the Company.

However, pursuant to the SEBI (Listing Obligations and Disclosure Requirements Regulation) 2015 regulation 33(1 )(d) which states that the listed entity shall ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself/ herself to the peer review process of Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

Further ICAI clarified that practising units shall not be eligible to sign the listed company reports as required by SEBI/ other authorities during the intervening period, if the validity of their certificate has expired before the submission of final report. Considering the said regulatory requirements and clarifications, it was hereby declared that Peer review certificate of the firm ''M/s Gupta Vijay & Co.'' was effective upto 31^st March, 2024, and as renewal/ extension of the validity of their certificate is delayed due to the procedural formalities, therefore, they were ineligible to sign the audit report(s) of the Company.

The Statutory Audit had been completed in respect of Financial Statements for the half year and year ended 31^st March, 2024 but the Audit Reports related to the Audit of Standalone Financial Statements couldn''t be executed by their firm for the aforesaid reasons. Therefore, they placed their resignation as Statutory Auditors of the Company with effect from closing business hours of 22.05.2024.

Accordingly, as per the requirements of the Act and based on the recommendations of the Audit Committee, the board of directors of the company has in its meeting held on May 23, 2024 appointed M/s Aggarwal Vineeta & Co. Chartered Accountants (FRN: 011645N) as the Statutory Auditors of the company for a period of five years commencing from the conclusion of 2023-24 upto conclusion of the AGM to be held in the financial year 2028 subject to the ratification by members of the Company in the ensuing Annual General Meeting. M/s Aggarwal Vineeta & Co. Chartered Accountants (FRN: 011645N) have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The appointment if approved by the Members at the ensuing Annual General Meeting (AGM), shall be made for a period of five years commencing from the conclusion of 2023-24 upto conclusion of the AGM to be held in the financial year 2028.

Further, the report of the Statutory Auditors M/s Aggarwal Vineeta & Co. Chartered Accountants (FRN: 011645N) along with the notes on the Financial Statements is enclosed to this Report. The Auditors'' Reports do not contain any qualification, reservation, adverse remarks, observations or disclaimer on Standalone Audited Financial Statements for the year ended March 31, 2024.

The other observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

II. Cost Auditors:

Pursuant to Section 148(1) of the Act and Rules framed thereunder related to maintenance of cost records is not applicable to the Company being into service industry. Consequently, your Company isn''t subject to the Cost Audit and thus isn''t required to appoint the Cost Auditors.

III. Secretarial Auditors:

Pursuant to Section 204 of the Act and Rules framed thereunder, the Company has appointed M/s Akhil Rohatgi & Co., Company Secretaries in practice after the listing of equity shares of the Company on NSE SME platform, to undertake the Secretarial Audit of the Company for FY2023-24. The Report of Secretarial Auditor in Form MR-3 for FY2023-24 is annexed as “Annexure-3”.

The procurement of Secretarial Compliance Report for FY2023-24 from Company Secretaries in Practice in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations isn''t applicable to your Company being listed at NSE SME Exchange in accordance with exemption provided under Regulation 15(2)(b).

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

No instance of fraud has been reported by the Secretarial Auditor.

IV. Internal Auditors:

Pursuant to Section 138 of the Act and Rules framed thereunder, the Company has appointed M/s Arpan Jain & Co., Chartered Accountants (M. No. 561599) after the listing of equity shares of the Company on NSE SME platform, to undertake the Internal Audit of the Company for FY2023-24.

No instance of fraud has been reported by the Internal Auditor.

29 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employee''s remuneration as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as “Annexure - 4”.

The statement containing particulars of employees as required under Section 197(12) of the Act read with 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 Report and the Audited Financial Statements 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 the business hours i.e. 10:00 a.m. to 5:00 p.m. on working days excluding saturdays, sundays and public holidays up to the date of the AGM. If any Member is interested in obtaining a copy thereof, such member can send e-mail to [email protected]

None of the employees are posted and working in a country outside India, not being Directors or their relatives, and thus, no such employee is inducted to draw remuneration more than the limits prescribed under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30 RISK MANAGEMENT

Our ability to accomplish sustainable business growth, secure the company''s assets, protect shareholder investments, ensure compliance with relevant laws and regulations, and prevent significant surprises of risks is made possible by implementing effective and appropriate risk management systems and structures.

Committed Cargo Care Limited is a logistics company that provides integrated business solutions for national and international trade, warehousing, transportation, and handles different kinds of cargo. The company is exposed to inherent business risks. To identify, evaluate, monitor, control, manage, minimize, and mitigate these risks, the Board of Directors has formulated and implemented a Risk Management Policy that is intended to ensure that an effective risk management framework is established and implemented within the Company.

Setting up a robust organizational structure for the implementation of risk management systems and structures ensures that they are effectively governed. The roles and responsibilities defined for each group identified in the organizational structure are governed in the Risk Management Policy which oversees potential negative impacts from the risk management process.

In order to ensure that we have a deep understanding of our risk landscape and are better positioned to mitigate and prevent the same, we work towards making risk management an integral part of the day-to-day operations of our businesses. All our employees are responsible for promoting sound risk management methods in their respective fields and are actively engaged in risk management within their own areas of responsibility.

31 STATEMENT OF DEVIATIONS) OR VARIATION

As per the report submitted to the National Stock Exchange on 29.05.2024, there is no deviation or variations observed in the utilisation of funds raised.

32 INSIDER TRADING DISCLOSURE

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares, in excess of limits prescribed and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

33 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

34 DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings initiated in the name of the company under the Insolvency and Bankruptcy Code, 2016.

35 THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS AND THE FINANCIAL INSTITUTIONS

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

36 DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE NUMBER OF COMPLAINTS RELATING TO SEXUAL HARASSMENT 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 and Redressal) Act, 2013 (the “POSH Act"). The Internal Committee ("IC") redresses the complaint received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, no complaints with allegation of sexual harassment were filed with IC and four awareness programmes about Sexual Harassment Policy were conducted and held at workplace.

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer of the relevant branches which are subject to the submission of the same, pursuant to Section 21 of the POSH Act and Rules framed thereunder.

37 OTHER DISCLOSURES

(i) The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company. Certificate from the Practising Company Secretary to this effect is annexed to this Report as “Annexure 5”.

(iii) Corporate Governance:

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to the company but the Company adheres to good corporate practices at all times. Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(iv) Disclosures with respect to Demat suspense account/ unclaimed suspense account:

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

(v) Disclosure of certain types of agreements binding listed entities:

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

(vi) Cautionary Statement:

The annual report including those which relate to the directors'' report, management discussion and analysis report may contain certain statements on the Company''s intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein

38 ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Your Directors convey their sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the logistics industry.

The Board wishes to thank all the members, business associates, shareholders for their immense trust and backing to the Company.