Your directors take pleasure in presenting their 21st Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for March 31, 2024. The most significant and far - reaching event in 2023-24 was the listing of the Company’s shares on the National Stock Exchange Emerge platform (“NSE Emerge”). The offer for subscription to the Company’s shares received an overwhelming response. The Board of Directors take this opportunity to thank all the shareholders who have reposed confidence in the Company.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

2. STATE OF COMPANY’S AFFAIR & FUTURE OUTLOOK

The Company is engaged in the business of providing logistics and supply chain solutions to our customers. Key services provided by the Company include freight forwarding, custom clearance and transportation handling services. The Company is a Multimodal Transport Operator registered under the Multimodal transportation of Goods Act 1993 to carry on the business of multimodal transportation.

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

The highlights of the Company’s performance, on a consolidated basis, as compared to previous Financial Year is as under:

• During the year under review, the Company has a Net profit of Rs. 2261.23 (In Lakhs) against a profit of Rs. 826.10 (In Lakhs) during the previous Financial Year.

• During the year under review, the revenue from operations of the Company has increased to Rs. 27,086.02 (in lakhs) as compared to Rs. 14885.34 (in lakhs) in the previous Financial Year.

• During the year under review the Earning per share has increased to Rs. 20.03 compared to Earning per share of Rs. 9.59 for the previous Financial Year.

The highlights of the Company’s performance, on a standalone basis, as compared to previous Financial Year is as under:

• During the year under review, Company has a Net profit of Rs. 1007.30 (In Lakhs) against a profit of Rs. 235.93 (In Lakhs) during the previous Financial Year.

• During the year under review, the revenue from operations of the Company has increased to Rs. 14,871.41 (in lakhs) as compared to Rs 10770.71 (in lakhs) in the previous Financial Year.

• During the year under review, the Earning per share has increased to Rs. 8.92 compared to Earning per share of Rs. 2.74 for the previous Financial Year.

3. NATURE OF BUSINESS & MATERIAL CHANGES, IF ANY

The Company is engaged in the business of providing logistics and supply chain solutions to our customers. Key services provided by the Company include freight forwarding, Non-Vessel-Operating Common Carrier (NVOCC), Warehousing, Custom clearance and transportation handling services. The Company is a Multimodal Transport Operator registered under the Multimodal transportation of Goods Act 1993 to carry on the business of multimodal transportation.

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

Material Events:

INITIAL PUBLIC OFFER (“IPO”)

During the year under review, the Company made its Initial Public Offer ('the Offer’) via Fresh Issue of equity shares comprising of 38,40,000 Equity Shares of face value Rs. 10/- each at a price of Rs. 125 (including a share premium of Rs. 115), aggregating to Rs. 480000000/- (Rs. Forty-Eight Crores Only).

The Offer had been authorized by a resolution of the Board of Directors on July 11, 2023 and by the Shareholders on July 12, 2023.

The offer was open for Public from December 12, 2023 to December 14, 2023. The Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail Investors. The Offer was oversubscribed by 208.26 times. The Board also places on record its appreciation for the support provided by various Authorities & Regulators, Lead Merchant Bankers, Stock Exchange, Depositories, Counsels, Consultants, Auditors, Registrar & Transfer Agent and Employees of the Company for making the IPO of the Company a success.

The equity shares of the Company were listed on National Stock Exchange Emerge Platform (“NSE Emerge”) on December 19, 2023.

4. TRANSFER TO RESERVES

During the year ended March31, 2024, the Company had completed the Initial Public Offer (IPO) of its equity shares comprising a fresh issue of 3840000 equity shares having a face value of Rs 10/-each at an offer price of Rs 125/- per share aggregating to Rs 480000000/- (Rs. Forty-Eight Crores Only). Pursuant to the IPO, the Company incurred Rs 605.27 lakhs as IPO related expenses (excluding taxes) which have been adjusted against securities premium. The utilization of IPO proceeds out of fresh issue is summarized below:

(Rs. in Lakhs)

The amount transferred to reserves is summarized below:

5. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any Dividend for the year under review.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Companies Act, 2013 to the Investor Education and Protection Fund ('IEPF’) of the Government of India.

7. SHARE CAPITAL

a. Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company has increased from Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 1,12,50,000/- (One Crore Twelve Lakhs Fifty Thousand Only) Equity Shares having face value of Rs. 10/- (Ten) each and 87,500 (Eighty-Seven Thousand Five Hundred Only) preference shares of Rs. 1000 each to Rs. 30,00,00,000 (Rupees Thirty Crores Only) divided into 3,00,00,000 equity shares of Rs. 10 each.

A brief of the same in tabular format is prescribed below:

(Rs in Lakhs)

Changes during the Year

• The members of the Company at their Extra-Ordinary General Meeting held on May 17, 2023 have amended clause V by passing Ordinary Resolution, approved Reclassification of Authorised Share Capital by reclassifying capital from Rs. 200000000 divided into Rs. 112500000 divided into 11250000 equity shares of 10 each and Rs. 87500000 divided into 87500 preference shares of 1000 each TO Rs. 200000000 divided into Rs. 170000000 divided into 17000000 equity shares of 10 each and Rs. 30000000 divided into 30000 preference shares of 1000 each and cancelling the existing unissued 57500 Preference Shares of Rs. 1000/- each amounting of Rs. 57500000.

• The members of the Company via Postal Ballot (remote e-voting) on March 09, 2024 have amended clause

V by passing Special Resolution, approved Reclassification of Authorized Share Capital (Preference) TO Authorized Share Capital (Equity) to Rs. 200000000 divided into 20000000 equity shares of 10 each after cancelling the existing unissued 30000 Preference share of Rs. 1000/- each amounting to Rs. 30000000 (Rupees Three Crores only)

• The members of the Company via Postal Ballot (remote e-voting) on March 09, 2024 have amended clause

V by passing Ordinary resolution, approved the Increase in Authorized Share Capital of the Company from 200000000/- (Rupees Twenty Crores only) divided into 20000000 Equity Shares of Rs. 10/- each. To Rs. 300000000/- (Rupees Thirty Crores only) divided into 30000000 Equity Shares of Rs. 10/- each.

b. Issued, Subscribed and Paid-up Share Capital

Changes during the Year

The movement of the issued, subscribed and paid-up share capital of the Company during the financial year is as follows:

All the equity shares so allotted are duly listed on the National Stock Exchange SME Platform (“NSE Emerge”).

8. SUB-DIVISION/ SPILT OF EQUITY SHARES

No sub-division/ spilt took place in the Company, for the year under review.

9. BONUS ISSUE

The Board of Directors at its meeting held on May 17, 2023 recommended issue of bonus shares, and the same was approved by the Members of the Company at the Extra-Ordinary General Meeting held on May 17, 2023. The Equity shareholders of the Company were given bonus shares in the ratio 2:1 i.e. 2 (Two) Bonus Equity Shares of Rs. 10/- (Rupees Ten) each for every 1 (One) existing Equity Shares of Rs. 10/- (Rupees Ten) each held by them on the record date i.e. May 17, 2023. The Bonus shares so allotted ranks pari-passu in all respect with the existing Equity Shares of the Company.

10. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, the Company has two Subsidiaries which are as follows:

Apart from above, there are no Holding /Subsidiary/Joint Venture/ Associate Company.

The Consolidated Financial Statements of the Company for the year ended March 31, 2024 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- I to this report.

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.sjlogistics.co.in

11. LISTING OF SHARES & DEMATERIALISATION

The Equity Shares of the Company are listed on the SME Emerge platform of National Stock Exchange of India Limited ('NSE’) with effect from December 19, 2023. The annual listing fees for FY 2024-25 has been paid to the Stock Exchange. Further, Complete Shareholding of the Company is in dematerialized form.

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

The details of Loans and Investment and Guarantees made by the Company to other Corporate or persons are given in notes to the Financial Statements which forms integral part of this Annual Report.

13. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014. No amount was outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the Balance Sheet date.

14. AUDITORS

a. Statutory Auditor

In accordance with Section 139 of the Act and the rules made there under, M/s. A.A. Mohare & Co, Chartered Accountants (FRN: 114152W) were appointed as Statutory Auditors of the Company for the period of 5 (five) years until the conclusion of Annual General Meeting to be held for the Financial Year 2027-28. The Auditors of the company have shown their unwillingness to continue as Auditors of the company due to preoccupation in other assignment and have given their resignation which has been noted in the Board Meeting of August 05, 2024. The Auditor also confirmed there is no other material reason for their resignation.

M/s MYSP & Associates LLP (FRN: 116455W), Chartered Accountants have expressed their willingness and eligibility under the provision of the Companies Act, 2013 to act as Statutory Auditors of the company. The Board of Directors has proposed the appointment of M/s MYSP & Associates LLP as the statutory Auditor of the company, subject to Shareholder Approval, pursuant to section 139 of the Companies Act, 2013 to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.

AUDITORS’ REPORT

M/s. A.A. Mohare & Co, Statutory Auditors of the Company has audited Books of Accounts of the Company for the Financial Year ended March 31, 2024 and has issued the Auditors’ Report thereon.

The Independent Auditors’ Report for the financial year ended March 31, 2024 on the Financial Statements of the Company and its subsidiaries forms part of this Annual Report.

There are no qualifications or reservation or adverse remarks or disclaimers in the said report. The Auditors Report are self-explanatory and do not call for any further comments.

Further, M/s. A.A. Mohare & Co have also provided the Limited Review Report for the Quarter ended June 30, 2024.

b. Secretarial Auditor

The Company has appointed Mr. Rushabh Doshi (COP: 25328 & Membership No: 27484) as the Secretarial Auditor of the Company for the Financial Year 2023-24 at such terms and conditions as decided by the Board of Directors of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed and marked as Annexure II to this Report.

There are no qualifications or reservation or adverse remarks or disclaimers in the said report.

c. Internal Auditor

The Company has appointed M/s MYSP & Associates LLP, Chartered Accountants (FRN: 116455W) as its Internal Auditor for Financial Year 2023-24. The Internal Auditor submitted their Report to the Company.

Further, in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Oka & Bhat (FRN: 115027W) was appointed as Internal Auditors of the Company for the Financial Year 202425.

During the year, the Company continued to implement the suggestions and recommendations of Internal Auditors to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

d. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company; hence, no such audit has been carried out during the year.

e. Reporting of frauds by Auditors

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2103 (“the Act”), any instances of fraud committed against the Company by its officers or employees, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

15. INTERNAL FINANCIAL CONTROL

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.

16. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

A) Changes in Directors and Key Managerial Personnel • DIRECTORS:

As on March 31, 2024, the Board comprised of Six (6) Directors as below:

• CHANGES DURING THE YEAR

a. Mr. Ramaswamy Iyer resigned from directorship w.e.f April 10, 2023.

b. Mr. Jeet Shah appointed as Director & CFO of the Company w.e.f July 11, 2023.

c. Mr. Laxmikant Kabra appointed as Director of the Company w.e.f July 11, 2023.

d. Mr. Laxmikant Kabra resigned from directorship w.e.f July 15, 2023.

e. Mr. Rajen Shah appointed as Chairman of the Company w.e.f September 02, 2023

f. Mr. Kulshekhar Kumar appointed as Whole-time Director of the Company w.e.f September 02, 2023

g. Mr. Mandar Patil appointed as Independent Director of the Company w.e.f September 02, 2023

h. Ms. Rajshree Gupta appointed as Independent Director of the Company w.e.f September 02, 2023

i. Mr. Vinod Tripathi appointed as Independent Director of the Company w.e.f September 02, 2023

j. Mrs. Asmita Shah resigned from directorship w.e.f September 02, 2023.

k. Mr. Pramod Gupta resigned from directorship w.e.f September 02, 2023.

l. Ms. Ankita Purohit resigned from directorship w.e.f September 02, 2023.

m. Mr. Mahesh Bhoir resigned from directorship w.e.f September 02, 2023.

n. Mrs. Anagha Bhoir resigned from directorship w.e.f September 02, 2023.

• DIRECTOR LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Jeet Rajen Shah (DIN: 06948326) whose office is liable to retire by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) recommends his reappointment. Appropriate resolution for reappointment of Mr. Jeet Rajen Shah as the Director of the Company is being placed for the approval of the shareholders of the Company at the ensuing AGM.

• KEY MANAGERIAL PERSONNEL:

a. During the year under review Mr. Jeet Shah appointed as Chief Financial Officer of the Company w.e.f July 11, 2023.

b. During the year under review Ms. Dinky Jain appointed as Company Secretary and Compliance Officer of the Company w.e.f September 26, 2023.

- Ms. Dinky Jain resigned from position of Company Secretary and Compliance Officer of the Company w.e.f. July 03, 2024 for better prospects in her professional career.

- Mr. Parth Raval was appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 05, 2024.

The Key Managerial Personnel (KMP) of the Company (other than Directors) and Senior Managerial Personnel (SMP) as of March 31, 2024 are listed below:

B) DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulations of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

C) ANNUAL PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the Financial Year 2023-24.

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board as a whole, its committees and individual Director has been carried out in accordance with the framework.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board.

During the reporting period, no adverse remarks or qualifications were notified and/or in respect of the Board, its committees and/or any of the Directors.

D) FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various Programmes at periodic intervals.

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates business model etc. Details of the Familiarization Programme are available on the Company’s website at www.sjlogistics.co.in

E) BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises of experts in the field of Finance, Corporate Governance, Enterprise Management and Leadership skills. Your Company has a Woman Independent Director on the Board.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 20 times during the financial year ended March 31, 2024. Which are as follows:

April 10, 2023, May 17, 2023, May 29, 2023, June 02, 2023, July 11, 2023, September 02, 2023, September 25, 2023, September 26, 2023, September 30, 2023, October 16, 2023, October 19, 2023, October 26, 2023, November 13, 2023, December 05, 2023, December 11, 2023, December 15, 2023, December 15, 2023, January 22, 2024, February 05, 2024 and February 13, 2024. The Company has complied with the applicable Secretarial Standards in respect of the Board meetings and General Meetings.

The Attendance of the Board Member and Committee Members in the respective meetings are as follows:

18. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause c) of sub-section (3) of Section 134 of the Act, states 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 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.

19. COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2024 Company has five Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Independent Director Committee and Internal Constitution Committee. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided is placed on the Company’s website at www.sjlogistics.co.in

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

a) NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. The Company’s Policy on appointment and remuneration of Directors and Key Managerial Personnel, has been disclosed on the Company website www.sjlogistics.co.in

Terms 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.

The Committee consists of the following Members as on March 31, 2024:

b) AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.

Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews reports 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 followed by the Company

The Committee consists of the following members as on March 31, 2024:

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is in existence in accordance with the provisions of Section 178 of the Companies Act, 2013.

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.

The Committee consists of the following Members as on March 31, 2024:

d) INDEPENDENT DIRECTORS COMMITTEE

The Independent Directors Committee is in existence in accordance with the applicable provisions the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, if any.

The Committee consists of the following members as on March 31, 2024:

e) INTERNAL CONSTITUTION COMMITTEE

The Internal Constitution Committee is in existence in accordance with the applicable provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act and Rule 2013.

The Committee consists of the following members as on March 31, 2024:

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company was not required to constitute a Corporate Social Responsibility Committee (CSR) as it did not fall within purview of Section 135(1) of the Companies Act, 2013 for the Financial Year

2023- 24 and hence it was not required to formulate policy on corporate social responsibility, for the Financial Year under review.

Furthermore, going forward as the Company’s Net Profit exceeded the thresholds specified in Section 135 of the Companies Act, 2013, during the financial year 2023-24, the Company is now required to undertake Corporate Social Responsibility activities and make CSR contributions.

The CSR provisions have become applicable to the Company for the first time in the financial year

2024- 25, and the Company will ensure compliance with the relevant rules and regulations.

The Board of Directors have formulated a CSR policy, which outlines the Company’s approach to CSR activities, focus areas, and governance structure. The policy is uploaded on the Company’s website, i.e www.sjlogistics.co.in and will be reviewed annually.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms’ length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 and there are no material Related Party transactions, which may conflict the interest of the Company, hence Form AOC-2 is not required to be furnished. The Company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Company’s website www.sjlogistics.co.in.

22. CORPORATE GOVERNANCE REPORT

Since your Company is an SME Listed Entity and being exempted from the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is not required to prepare the Corporate Governance Report and furnish a certificate on compliance of Corporate Governance norms.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In term of Regulation 34 of the Listing Regulations, Management’s Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of Section 177(9) of the Act and Regulations of Listing Regulations, to provide a formal mechanism to its Directors/ Employees/Stakeholders of the Company for reporting any unethical behavior, breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences. During the year under review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy is available on Company’s Intranet and can also be accessed on the Company’s website at www.sjlogistics.co.in

25. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consists of six members, including one managing director, two whole-time directors and three independent directors.

On the recommendation of the Nomination & Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Companies Act and Listing Regulations. The remuneration determined for Executive Directors, KMPs and Senior Management Personnel is subject to the recommendation of the NRC and approval of the Board of Directors. The Non-Executive Directors are compensated by way of sitting fees and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non- Executive Directors are entitled to sitting fees for attending the Board / Commit-

tee Meetings. Thus, the remuneration paid to Directors, KMPs, Senior Management Personnel and all other employees are in accordance with the Remuneration risk of the Company.

The information with respect to the Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Company’s website on www.sjlogistics.co.in

26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules (hereinafter referred to as 'statement’) forms part of this Report. However, the Report and the accounts are being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to cs@sjl.co.in.

Further, as per Secretarial Standards- 4 the details of median remuneration as required, is provided hereunder:

27. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 (“the Act”) the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, and the Annual Return for the financial year ended March 31, 2024 is available on the Company’s website at www.sjlogistics.co.in

28. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There were no cases/complaints filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the said Act”). Further, the Company has constituted Internal Complaints Committee as required under the said Act.

29. MATERIAL CHANGES AND COMMITMENTS, 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

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

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalisation) from FY 2022-2023 in respect of reporting on ESG (Environment, Social and Governance) parameters.

Since, the Company does not fall under these criteria the Business Responsibility & Sustainability Report for FY 2023-2024 is not applicable to the Company.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Given the nature of activities of your Company, it has not spent any substantial amount on conservation of energy and technology absorption respectively under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Further, more details have been given in Annexure III attached to this report.

32. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, the Company has not received any Orders from the Regulators or Courts or Tribunal which can impact the 'going concern’ status of the Company.

33. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 (2) of the Listing Regulations, a cash flow statement is part of the Annual Report 2023-24. Also, the Company has presented the Consolidated Financial Statements of the Company for the financial year 2023-24 which forms the part of the Annual Report 2023-24.

34. POLICIES

All the policies are available on the website of the Company i.e. www.sjlogistics.co.in

35. PREVENTION OF INSIDER TRADING

The Company has also adopted a Insider Trading Rules, 2023. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this Rules/code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015.

36. GREEN INITIATIVE

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 21st Annual General Meeting of the Company including the Annual Report for FY 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review. However, pursuant to Board Meeting dated August 05th, 2024, the Company has delegated power to the Nomination & Remuneration Committee for preparing ESOP Policy. The same will be uploaded on the website of the Company, i.e., www.sjlogistics.co.in

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

e) Disclosures under section 134(3)(l) of the companies act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position, have occurred between the end of the financial year of the Company and the date of this report.

f) Disclosure regarding 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:

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

g) Disclosure regarding one time settlement and details of difference between 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:

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution. Further There was no revision of financial statements and Boards Report of the Company during the year under review.

h) Reconciliation of Share Capital Audit:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.

38. CAUTIONARY STATEMENT:

This report contains forward- looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company’s current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

39. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Your directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.

For and on behalf of the Board of Directors S J Logistics (India) Limited

Sd/- Sd/-

Rajen Hasmukhlal Shah Jeet Rajen Shah

Managing Director Director & CFO

DIN: 01903150 DIN: 06948326

Place: Thane

Date: September 02, 2024