The Directors takes immense pleasure in presenting the Annual Report of Cargosol Logistics Limited
(Formerly known as Cargosol Logistics Private Limited) together with the audited financial statements
for the financial year ended 31^s< March 2024.

1. FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year under review along with previous year's figure is
given hereunder:

Amount (in Lakhs.)

2. STATE OF COMPANY'S AFFAIRS:

The Company is engaged in the business to carry on in India and abroad, the business of Freight
Forwarding, Logistics and Shipping Services of any kind relating to the carriage (performed by single
mode or multi-modal transport means), handling, packing or distribution of goods including all the
logistical services with modern information and communication technology in connection with the
carriage handling or storage of the goods i.e. warehousing.

There has been no change in the business of the Company during the financial year ended 31^st March
2024.

The highlights of the Company's performance as compared to the previous F.Y. on Standalone basis are
as under:

• Revenue from operations in the current year is Rs. (in lakhs) 11,354.87/-in the current year as
compared to Rs. (in lakhs) 17,012.85/- in the previous year.

• Net loss of the company in the current year is Rs. (in lakhs) (362.74) /- as compared to the profit
of Rs. (in lakhs) 326.79 /- in the previous year.

• Earnings per share is Rs. (3.56)/-for the current year and Earnings per share is Rs. 3.72/-for the
previous Financial year.

The highlights of the Company's performance as compared to the previous FY on Consolidation basis are
as under:

• Revenuefrom operations in the current year is Rs. (in lakhs) 11,354.86/-in the current year as
compared to Rs. (in lakhs) 17,012.85/- in the previous year.

• Net loss of the company in the current year is Rs. (in lakhs) (426.83)/-as compared to the profit
of Rs. (in lakhs) 420.60/- in the previous year.

• Earnings per share is Rs. (4.18)/-for the current year and Earnings per share is Rs. 4.79/-for the
previous Financial year.

3. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and

Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed

on the Company's website i.e., www.cargosol.com.

4. DIVIDEND:

In view to strengthen the financial position of the Company the Board of Directors of your

Company does not recommend any Dividend for the FY 2023-24.

5. AMOUNT TRANSFERED TO RESERVES:

During the year under review the company has not transferred any amount to reserves.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of
Section 125 of the Companies Act, 2013 do not apply.

7. DETAILS OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has following subsidiaries, joint ventures or associate companies.

No company has become or ceased to be the Company's subsidiaries, joint ventures or associate
companies during the year under review.

Further, a statement containing the salient features of the financial statement of subsidiary in the
prescribed format AOC-1 is appended as "Annexure I" to the Board's report. The statement also
provides the details of performance and financial positions of each of the subsidiaries.

8. MATERIAL CHANGES AND COMMITMENTS:

During the financial year under review, there are no other material changes and commitments,
affecting the financial position of the Company, which have occurred during the period under
review.

9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION
186:

The particulars of loan given, guarantees/securities provided, and investments made by the
Company during the year under review according to the provisions of Section 186 of the
Companies Act, 2013, are provided as "Annexure II" which forms part of this Report.

10. PARTICULARS OF CONTRACTS AND ARRANGEMENT ENTERED WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year
with related parties are in the ordinary course of business and on arm’s length basis. As provided
under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material

transactions with related parties entered into by the Company with related parties in the
prescribed format annexed to this report as an "Annexure III".

The Policy on dealing with Related Party Transactions may be accessed on the Company's website
at the link- https://cargosol.com/

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to Company Policies, safeguarding of assets, prevention and
detection of frauds and errors, the accuracy and completeness of the accosting records.

The Company maintains appropriate systems of internal control, including monitoring procedures,
to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

The Company follows all the applicable Accounting Standards for properly maintaining the books
of accounts and reporting financial statements.

12. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act,
2013 and Regulation 17 of the Listing Regulations. Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Mrs. Stalgy Muliyil (DIN: 06417315) is liable to retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible has offered herself for
reappointment. Necessary resolution for her re-appointment is included in the Notice of AGM
seeking approval of Members. The Directors recommended her re-appointment for your approval.
A brief profile relating to her is given separately as an annexure to the AGM Notice.

After the reporting financial year, Mr. Vishal Wadhwani (09087159), was appointed as additional
Independent Director of the Company, w.e.f. 10^th April 2024, to hold the office till the ensuing
Annual General Meeting. Further the Board has recommended the shareholders for the
appointment of Mr. Vishal Wadhwani (09087159), as an Independent Director.

Following changes were recorded in the composition of Board of the Company, during the period
under review: -

13. SHARE CAPITAL:

The details of Share capital of the Company is as under:

14. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES:

I. BOARD OF DIRECTORS:

The composition of the Board as on 31^st March 2024 is in conformity with the provisions of the

Companies Act, 2013.

The Board of Directors met five times during the financial year under review 29^th May 2023,13^th
July 2023, 14^th August 2023, 07^th November 2023 and 06^th February 2024. The intervening gap
between the meetings was as prescribed under the Companies Act, 2013.

The Company has a very balanced and diverse composition of Board of Directors, which primarily
takes care of the business needs and stakeholders' interest. The Non-executive Directors including
Independent Directors on the Board are experienced and highly competent persons in their
respective fields of expertise. They take active part at the Board and Committee Meetings by
providing valuable guidance to the Management on various aspects of business, policy direction,
governance, compliance etc. and play pivotal role on strategic issues, which enhances the
transparency and add value in the decision-makine process of the Board of Directors.

*Mr. Anilkumar Sharma (DIN: 09565146) tendered his resignation from the post of Independent
Director with effect from 13^th July 2023.

*Mr. Mohammed Saifi was appointed as Independent Director of the Company, for his first term of
5 year with effect from 13^th July 2023.

*Mr. Pramod Kumar Baja] (01438374) tendered his resignation from the post of Independent
Director with effect from 12^th January 2024.

*Mr. Vishal Wadhwani (DIN:09087159) appointed as additional Independent Director of the
Company, w.e.f. 10^th April 2024 to hold the office till the ensuing Annual General Meeting. Further,
the Board has recommended the shareholders for the appointment of Mr. Vishal Wadhwani
(09087159), as an Independent Director, for the term of Five Years upto 10^th April 2029.

Except, Mr. Samuel Janathan Muliyil and Mrs. Stalgy Samuel Muliyil who are husband and wife, no
other Director is related directly or indirectly to any other Directors of the Company.

III. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS HELD DURING THE FY 2023-24

IV. COMMITTEES OF THE BOARD:

The Committees of the Board play a vital role in the governance structure of the Company and help
the Board of Directors in discharging their duties and responsibilities. The Committees have been
constituted to deal with specific areas / activities, which concern the Company.

The Committees are set with clearly defined roles and goals, which are crucial for the smooth
functioning of the Company. The Board is responsible for the action of the Committees.

The Chairman of the respective Committees inform the Board about the summary of the discussions
held in the Committee Meetings. The minutes of the meetings of all the Committees are placed before
the Board for review.

There are currently three Committees of the Board, as follows:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

Below are the details of all the Committees along with their compositions, and meetings held during
the year:

A. AUDIT COMMITTEE:

Pursuant to Provisions of Section 177 of the Companies Act, 2013 during the financial year under
review the Audit Committee met two times on 29^th May 2023 and 07^th November, 2023.

I. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit
Committee reviews report of the internal auditor, financial performance and meets statutory
auditors as and when required and discusses their findings, suggestions, observations and other
related matters. It also reviews major accounting policies foiiowad by the Company.

II. Composition of the Audit Committee:

Composition of Audit Committee is as follows:

*Mr. Anilkumar Sharma, resigned from the Company w.e.f. 13^th July 2023.

*Mr. Mohammed Saifi was appointed as Chairman of the Committee w.e.f. 13^th July 2023.

*Mr. Pramod Kumar Bajaj, resigned from the Company w.e.f. 12^th January 2024.

*Mr. Vishal Wadhwani was appointed as Member of the Committee w.e.f. 10^th April 2024.

The Members of the Audit Committee are financially literate and have requisite accounting and
financial management expertise. The Audit Committee Policy of the Company is hosted on the
Company's Website at https://cargosol.com/

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year
under review, the Nomination and Remuneration Committee met Three Times on 13^,h July 2023,
14^th August 2023, and 06^th February 2024.

I. T erms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has
framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment
of Directors, Senior Management and their remuneration.

II. Composition of the Nomination and Remuneration Committee:

Composition of Nomination and Remuneration Committee is as follows:

*Mr. Anilkumar Sharma, resigned from the Company w.e.f. 13^th July 2023.

*Mr. Mohammed Saifi was appointed as Chairman of the Committee w.e.f. 13^th July 2023.

*Mr. Pramod Kumar Bajaj, resigned from the Company w.e.f. 12^th January 2024.

*Mr. Vishal Wadhwani was appointed as Member of the Committee w.e.f. 10^th April 2024.

The Company has Nomination and Remuneration policy, which provides the criteria for
determining qualifications, positive attributes, independence of a Director and policy relating
to remuneration for Directors, Key Managerial Personnel and other employees in accordance
with the provisions of Section 178 of the Companies Act, 2013. The Nomination and
Remuneration Policy of the Company is hosted on the Company's Website at:
https://cargosol.com/

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year
under review, the Stakeholders Relationship Committee met two (2) times on 29^th May, 2023
and 07^th November, 2023.

I. Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The
Stakeholders Relationship Committee reviews the complaints received from the stakeholders
of the company as and when required and discusses their findings, suggestions, observations
and other related matters.

II. Composition of the Stakeholders Relationship Committee:

Composition of Stakeholders Relationship Committee is as follows:

*Mr. Pramod Kumar Bajaj, resigned from the Company w.e.f. 12^th January 2024.

*Mr. Vishal Wadhwani, was appointed as Member of the Committee w.e.f. 10^th April, 2024.

The Stakeholders Relationship Committee Policy of the Company is hosted on the Company's
Website at: https://cargosol.com/

15. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation
obtained by them, your Directors make the following statements in terms of Section 134(5) of the
Companies Act, 2013:

i) That in the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

ii) That such accounting policies selected 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 of the Company for
that period.

iii) That proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv) That they have prepared the annual accounts on a going concern basis.

v) That proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

vi) That proper internal financial controls are followed by the company and that such internal
financial controls are adequate and operate effectively.

16. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the Company
stating that:

(i) they meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16(l)(b) of the Listing Regulations; and

(ii) as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 they have registered their names in the Independent Directors'
Databank maintained by the Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms, that the Independent
Directors fulfil the conditions as specified under Schedule V of the Listing Regulations and are
independent of the management.

Statement regarding opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the Independent Directors appointed during the year:

With regard to integrity, expertise and experience (including the proficiency) of the Independent
Directors, the Board of Directors have taken on record the declarations and confirmations
submitted by the Independent Directors and is of the opinion that the Independent Director is a
person of integrity and possesses relevant expertise and experience and his continued association
as Director will be of immense benefit and in the best interest of the Company. Regarding

proficiency of the Independent Directors, ascertained from the online proficiency self-assessment
test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the
Board of Directors have taken on record the information submitted by Independent Director that
he/she has complied with the applicable laws.

17. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT
DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario,
the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to enable
them to take well informed decisions in a timely manner. The familiarization program also seeks
to update the Directors on the roles, responsibilities, rights and duties under the Act and other
statutes.

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Schedule IV of the Companies Act, 2013 and the Rules
made thereunder all the Independent Directors of the Company met once without the attendance
of Non-Independent Directors and Members of the Management.

The Non-Executive Independent Directors of the Company met on 07^th November 2023. During
the said meeting, the following points were discussed:

• The performance of Non-Independent Directors and the Board as a whole.

• The performance of the Chairman of the Company taking into account the views of
Executive Director and Non-Executive Directors.

• The quality, quantity and timeliness of flow of information between the Company
management and the Board is necessary for the Board to effectively and reasonably
perform its duties.

All the Non-Executive Independent Directors were present throughout the meeting. They
expressed their satisfaction on the governance process followed by the Company as well as the
information provided to them on a timely basis.

19. PERFORMANCE EVALUATION:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation
Framework under which evaluation of the performance of Board as a whole, its committees and
the individual directors was carried out. The Board subsequently evaluated performance of the
Board, the Committees and Independent Directors, without participation of the concerned
Director. The Nomination and Remuneration Committee has approved the Policy relating to
evaluation of every director's performance. Accordingly, evaluation of all directors was carried out.

20. VIGIL MECHANISM:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and Directors
from any victimization on raising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman
of the Audit Committee. The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the
Company's website at https://cargosol.com/

21. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the
Company's businesses. Risk management is a structured approach to manage uncertainty. The
Board has adopted a Risk Management Policy for all its business divisions and corporate functions
and the same have embraced in the decision making to ease the risk involved. Key business risks
and their mitigation are considered in day-to-day working of the Company and also in the
annual/strategic business plans and management reviews.

22. REMUNERATION OF DIRECTORS AND EMPLOYEES:

Disclosure comprising particulars with respect to the remuneration of directors and employees, as
required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of

The statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure - IV to this Report.

23. AUDITORS & AUDITORS REPORT:

The matters related to Auditors and their Reports are as under:

i. STATUTORY AUDITORS:

C A S & Co. Chartered Accountants (Firm Reg. No. 111075W) were appointed as statutory
auditors of the Company for 5 years [i.e., from the conclusion of this Annual General Meeting
'AGM' till the conclusion of the Annual General Meeting to be held in the FY 2025-26.

The observation of the Statutory Auditors, when read together with the relevant notes to the
accounts and the accounting policies are self-explanatory and does not call for any further
comment.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^ST MARCH
2024:

The auditor's report for the financial year ended 31^st March 2024 does not contain any
qualification, reservation or adverse remark and therefore, do not call for any further explanation
or comments from the Board under Section 134(3) of the Companies Act, 2013.

iii. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of
Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees
reported by the Statutory Auditors of the Company during the course of the audit conducted.

24. SECRETARIAL AUDITOR:

The Secretarial Auditor, M/s. Jajodia & Associates, Practicing Company Secretary in practice, (COP
No. 19900), has issued Secretarial Audit Report for the Financial Year 2023-24 pursuant to
provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and

The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks and
disclaimer.

The Company is in compliance with the Secretarial Standards specified by the Institute of Company
Secretaries of India.

25. INTERNAL AUDITORS:

During the financial year under review, M/s. Daya & Associates, Internal Auditors of the Company,
has carried out the Internal Audit and submitted their Report thereon as per the provisions of
Section 138 of Companies Act, 2013.

26. MAINTENANCE OF COST RECORDS:

The provisions pertaining to maintenance of Cost Records as specified by the Central Government
under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required pursuant to
the provisions of Schedule V of the SEBI Regulations forms part of this Annual Report.

28. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy,
technology absorption, etc. are as mentioned below:

a) Conservation of Energy:

b) Technology Absorption:

29. DEPOSITS:

The following details of deposits, covered under Chapter V of the act:

(a) Deposits accepted during the year; - Nil

(b) Remained unpaid or unclaimed as at the end of the year; - Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon
during the year and if so, number of such cases and the amount involved-

i. At the beginning of the year; - Nil

ii. Maximum during the year; - Nil

iii. At the end of the year; - Nil

(d) The details of deposits which are not in compliance with the requirements of Chapter. - Nil

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

31. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading 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 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. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

32. CORPORATE SOCIAL RESPONSIBILITY:

During this financial year the provisions of Section 135 of the Companies Act, 2013, relating to
Corporate Social Responsibility (CSR), were not applicable to our company. As the company did
not meet the prescribed thresholds of net worth, turnover, or net profit as specified under the Act.
Consequently, there was no requirement to incur any CSR expenditure during the year.

33. EMPLOYEE REMUNERATION:

During the period under review, the details of employees in receipt of remuneration pursuant to
section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are not applicable to the Company as no employee has drawn any
remuneration above the limits specified therein.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013:

The Company is committed to provide a safe and conducive work environment to its employees.
During the year under review.

Your Directors further state that during the year under review, there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

35. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. There is no change in the nature of the business of the company.

III. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

IV. Neither the Managing Director nor the Whole -time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

36. GREEN INITIATIVE:

Electronic copies of the Annual Report 2023-24 and the Notice of the AGM are sent to all members
whose email addresses are registered with the Company / Depositary Participant(s).

37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE. 2016 (31 OF 2016):

During the period under review there are no such application made or no such proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

38. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent
assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business
Associates and the Government and other regulatory authorities and thanks all stakeholders for
their valuable sustained support and encouragement towards the conduct of the proficient
operation of the Company. Your Directors would like to place on record their gratitude to all the
employees who have continued their support during the year.

FOR CARGOSOL LOGISTICS LIMITED

Sd/- Sd/-

Roshan Rohira Samuel Muliyil

Date: 04^th September, 2024 Managing Director Director

Place: Mumbai DIN: 01608551 DIN: 01608626