The Directors have pleasure in presenting their 10^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

01 Financial summary or highlights/Performance of the Company (Standalone):

02 Brief description of the Company's working during the year/State of Company's affair:

Zeal Global is prominent and leading player in the Air Cargo Industry with having core values and principles. We have covered almost 46 sectors across the globe. We have been awarded by different institutions for our excellence in cargo sectors in the year 2020 and 2022 respectively. In recent times in order to meet its working capital requirements, Company has launched Initial Public Offer (IPO) at National Stock Exchange (NSE) emerge platform at a price of INR 103 per share including premium of INR 93 per share, subsequently such IPO was got listed on 09^th August, 2023. The boards of directors of the Company are committed to fulfill the commitments made by us in its future course of Company.

The Board of Directors of your company looking forward to expand the wings of the Company by way of establishing or acquire the subsidiaries at pan level which will helpful to increase the revenue as well as profitability of the Company. During the year FY 2022-23, on standalone Basis Company has earned Top line of INR 11,220.73 Lacs in comparison to INR 12,109.40 Lacs of the previous year which is down by approx. 8% on Y-o-Y basis due to decline in fares of the Airlines. The Company has made expenditure of INR 9,732.73 Lacs towards Employee Cost, Cost of services rendered and other administrative expenses which is down by approx. 15% against previous year of INR 11,382.38 Lacs. The EBIDTA for FY 2023 stand at INR 1,537.18 Lacs against INR 745.40 Lacs in previous year which is up by approx. 106%. After making expenses of Depreciation and Interest profit before tax stand at INR 1,323.75 Lacs against INR 711.84 Lacs in previous which is increased by approx 86%. The Company has made provisions of INR 346.67 Lacs towards Tax Expenses including deferred tax and after making such provisions Profit after Tax Stand at INR 977.08 Lacs which has been increased by approx. 85% against the profit after tax of previous year. The earning per share for the year ended 31st March 2023 stand at INR 10.00 per share against INR 6.97 per share in previous year.

03 Change in the Nature of Business, if any:

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

04 Dividend:

In order to conserve resources, the Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2023.

05 Reserves:

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

06 Share Capital:

During the financial year 2022-23, the Company has increase its authorized share capital from INR

2.00. 00.000/- (Rupees Two Crores) to INR 20,00,00,000/- (Rupees Twenty Crores) by addition of

1.80.00. 000 (One Crore Eighty Lacs Only) Equity Shares of Rs. 10/- (Rupee Ten Only) each aggregating to Rs. 18,00,00,000/' (Eighteen Crore Only) in the Extra Ordinary General Meeting held on 06^th Day of March 2023. The Company has also allotted 78,15,800 equity shares of INR 10/-each as bonus shares by capitalization of Free Reserves of the Company in the board meeting held on 16^th March 2023. The Company has not issued any equity shares with differential voting rights or any sweat equity shares.

07 Details of Directors and Key Managerial Personnel Appointed and Resigned duringthe year

During the financial year 2022-2023 no Directors and Key Managerial Personnel has been appointed or resigned except the following: -

08 Board Committees:

In terms of compliance of various applicable provisions of Companies Act, 2013 the Company has constituted Audit Committee, CSR Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee in the board meeting held on 10^th April, 2023.

I) Audit Committee:

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

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

Powers of Audit Committee:

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

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

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

Role of Audit Committee:

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

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

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

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

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

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

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

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

d. Compliances with legal requirements relating to financial statements

e. Disclosure of any related party transactions; and

f. Qualifications in the draft Audit Report

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

ii) Stakeholder Relationship Committee

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

The Stakeholders Relationship Committee given the roles and powers as mentioned in Section 178 of the Companies Act, 2013 which are as follows: -

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

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

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

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

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

09 Particulars of Employees

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

10 Meetings

In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 2013,15Board Meetings were held during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the financial year 2022-2023 board of directors met on 30/06/2022, 28/07/2022, 05/09/2022, 21/09/2022, 05/10/2022, 13/10/2022, 26/10/2022, 11/01/2023, 31/01/2023, 07/02/2023, 01/03/2023, 06/03/2023, 16/03/2023, 24/03/2023 and 28/03/2023.

11 Board Evaluation

The Provisions of Section 178 of the Companies Act, 2013, has not applicable on the Company during the financial year 2022-2023.

12 Statement on Declaration by an Independent Director(s)

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

13 Nomination and Remuneration Committee and Remuneration Policy

In terms of Compliance of Section 178 of the Companies Act, 2013 the Company has constituted Nomination and Remuneration Committee of the Company in the board meeting held on 10th April, 2023 with the following members of the Board:-

Director Remuneration Policy

The policy aims to:

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

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

Roles and Power of Nomination and Remuneration Committee

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

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

3. Devising a policy on Board diversity

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

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

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

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

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

14 Details of Subsidiary/Joint Ventures/Associate Companies

The Company has an associate Company namely Teleport Commerce IN Private Limited (CIN: U62100DL2019PTC345290) and a wholly owned subsidiary namely ANSP Global Services Private Limited (CIN: U34300DL2022PTC396273) incorporated on 07/04/2022.Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a Company's subsidiary or subsidiaries, associate Company or companies and joint venture or ventures is given as Annexure-I.

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

ANSP Global Services Private Limited- Become Subsidiary w.e.f. 07/04/2022

15 Auditors

Pursuant to the provisions of Sections 139, 141 and 142 of the Companies Act, 2013 and other applicable provisions, if any, M/s Bhagi BhardwajGaur & Co., Chartered Accountants, (Firm Registration No. 007895N), Delhi,were appointed as Statutory Auditors of the Company at the Annual General Meeting held in the year 2019 to hold office till the conclusion of AGM to be held in the year 2024 as per provisions of 139 of the Companies Act, 2013. Therefore, the Statutory Auditors would remain eligible to hold the office of Statutory Auditors of the Company.The such Auditors have confirmed that they are not disqualified under any provisions of Section 141(3) of the Companies Act, 2013 and also their engagement with the Company is within the prescribed limits u/s 141(3)(g) of the Companies Act,2013.

16 Auditors Report

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

17 Risk management policy

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

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

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

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

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

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

Pursuant to shareholders approval and in principal approval of National Stock Exchange, company has launched Initial Public Offer(IPO) of 35.40 lakh equity shares of INR 10 each at a premium of INR 93 per share which was fully subscribed and got listed on 09^th August 2023 at Emerge platform of NSE. Except this there have been no material changes in the business, which may affect financial position of the Company.

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

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

20 Deposits

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

21 Secretarial Audit Report

The Provisions of Section 204 of the Companies Act, 2013 are not applicable on the Company during the financial year 2022-2023.

22 Particulars of loans, guarantees or investments under section 186

The Company has neither provided any Security nor given any Guarantee during the financial year 2022-23. However Company has invested INR 10 Lacs in its subsidiary namely ANSP Global

Services Private Limited during the financial year 2022-2023.

23 Particulars of contracts or arrangements with related parties:

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

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

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

25 Internal Audit &Control

The Company has not appointed formal internal auditors, however has placed sufficient systems/process/protocols in order to control the internal process of the Company in order to improve the efficiency in operations of the Company.

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

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

During the year, the total foreign exchange used was INR 6417.87 Lacs and total foreign exchange earning was INR1,262.82Lacs.

27 Corporate Social Responsibility (CSR)

The Provisions of Section 135 of the Companies Act, 2013 was applicable during the financial year 2022-2023 as the Company has crossed the threshold limit of INR 5 Crore for FY 2022. The

Company has framed its CSR Policy in accordance to the provisions of the Section 135 of the Companies Act, 2013.

Brief Outline of CSR Policy are as follows:

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

• Eradicating hunger, poverty and malnutrition

• Promoting Health care including Preventive Health care

• Ensuring environmental sustainability

• Employment and livelihood enhancing vocational skills and projects

• Promotion of education & Road Safety Training and other activities as prescribed.

Composition of CSR Committee:

As the required expenditure was below than INR 50 Lacs therefore Company was not required to constitute its CSR Committee during the FY 2022-2023.

Details of Average Profit and CSR Expenditure: -

Average Net profit of last three years: INR 371.05 Lacs Prescribed CSR Expenditure: - INR 7.42 Lacs Details of CSR Spent during the Financial Year: Nil

a. Total amount to be spent for the financial year: - INR 7.42 Lacs/-

b. Amount unspent if any:-INR 7.42 Lacs

c. Manner in which the amount spent during the financial year :-The Company has not spent its CSR expenditure and transfer unspent amount of INR 7.50 Lacs into separate Bank Account with Kotak Mahindra Bank Limited within 30 days from the date of closure of financial year in compliance of section 135 of the Companies Act, 2013.The Details CSR Report is annexed with this report as Annexure-III

28 Human Resources

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

29 Vigil Mechanism

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

30 Management Discussion and Analysis Report

In Compliance of Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report for the year ended 31st March 2023.

31 Compliance with Secretarial Standards

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

32 Extract of Annual Return:

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

33 Directors' Responsibility Statement

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

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

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

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

34 Cost Records

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

35 Risk Management

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

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

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

37 Listing with Stock Exchange

The Company has recent launched its Initial Public Offer at the Platform of NSE Emerge and get listed on 09th August, 2023.

38 Transfer of Amounts to Investor Education and Protection Fund

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

39 of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

There is no application or proceeding pending under the Insolvency and Bankruptcy Code, 2016

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

There is no information available in this respect.

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

The Provisions of Clause F of Schedule V of Regulation 34 of Details of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to the Company as Company does not have any Demat Suspense Account/Unclaimed Suspense Account as on 31st March 2023.

42 Acknowledgements

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