Your directors take pleasure in presenting their 05^th Annual Report on the business and operations
of the Company together with the Audited Financial Statement of Statements for March 31, 2025.

1. FINANCIAL SUMMARY OP HIGHLIGHTS/PERFORMANCE OF THE COMPANY
FINANCIAL RESULTS:

The financial performance of your company for the Financial Year ended on March 31, 2025 is given
below:

(Amount in Lacs)

PERFORMANCE OF THE COMPANY:

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. 678.58 (In Lacs) against a profit
of Rs. 502.56 (In Lacs) during the previous Financial Year. The revenue from operations of the
Company has increased to Rs. 8558.20 (In Lacs) as compared to Rs. 5500.43 (In Lacs) in the previous
Financial Year. Consequently, earning per share has increased to Rs. 6.74 compared to Earnings per
share of Rs. 6.09 for the previous Financial Year.

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. 686.11 (In Lacs) against a profit of Rs.
502.56 (In Lacs) during the previous Financial Year. The revenue from operations of the Company
has increased to Rs. 8558.20 (In Lacs) as compared to Rs 5500.43 (In Lacs) in the previous Financial
Year.

Consequently, earning per share has increased to Rs. 6.81 compared to Earnings per share of Rs.
6.09 for the previous Financial Year.

Your directors are hopeful for the bright future of the Company in the years to come.

2. TRANSFER TO RESERVES

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

3. BRIEF DESCRIPTION OF THE COMPANY'S AFFAIR & FUTURE OUTLOOK

Brace Port Logistics Limited is a company that specializes in providing ocean cargo logistics
services to clients across various sectors of the economy. The company also provides services such
as Air Freight, Warehousing facilities, special cargo services such as handling cargo in foreign
countries and delivery of the same in other foreign countries and customs clearance services. The
company has a strong network that serves customers in various industries including medical
supplies, pharmaceuticals, sports goods, perishables, electronics, consumer durables, and
automotive, both in India and globally.

During the year under review, the Company made its Initial Public Offer (‘the Offer') via Fresh Issue
of equity shares comprising of 30,51,200 Equity Shares of face value Rs. 10/- each at a price of Rs. 80
(including a share premium of Rs. 70), aggregating to Rs 244096000/- (Rs. Twenty-Four Crores
Forty Lacs Ninety-Six Thousand Only). 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 equity shares of the Company were listed on National Stock Exchange Emerge Platform (“NSE
Emerge") on August 26, 2024.

In order to embark its global footprint Company has incorporated a Wholly Owned Subsidiary on
09^th December, 2024 in UAE with the name and Style of Brace port Logistics LLC-FZ in UAE.

4. CHANCE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there were no changes in the nature of Business of the Company.

5. 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

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.

6. SHARE CAPITAL

During the year under review, the Company has allotted through the Initial Public Offer (IPO)
30,51,200 equity shares having face value of INR 10/- each at an issue price of INR 80 per equity
share. The Company has not issued any equity shares with differential voting rights or any sweat
equity shares.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND
RESIGNED DURING THE YEAR:

During the period under review, there has been no change in composition of the Board of Directors
and Key Managerial Personnel of the Company during the year.

8. 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, 2025, Company has 04 (Four) Committees namely Audit Committee,
Nomination & Remuneration Committee, Stakeholders Relationship Committee and
Corporate Social Responsibility Committee.

The details of the composition of the Board and its Committees are placed on the Company’s
website at www.braceport-loqistics.com

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) 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, 2025

(B) 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, 2025:

(C) 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.braceport-loaistics.com

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, 2025:

(D CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Committee consists of the following Members as on March 31,2025:

9. DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS

In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 2013,
13 Board 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 2024-25 board of directors met 11 times on 01.04.2024, 03.06.2024,

05.07.2024, 11.07.2024, 18.07.2024, 16.08.2024, 21.08.2024, 22.08.2024, 23.08.2024, 12.11.2024 and

04.03.2025.

10. BOARD EVALUATION

Pursuant to the Provisions of Section 178 of the Companies Act, 2013 and applicable SEBI (LODR)
Regulations, 2015, Nomination and Remuneration Committee has framed the evaluation process
and the performance evaluation of independent directors, executive directors and board whole as
well as working of its Audit, Nomination and Remuneration committee has been carried out during
the financial year 2024-25.

11. 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).

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

The particulars of loans, guarantees or investments made during the Financial Year 2024-25, if any,
have been disclosed in the notes attached to and forming part of the Financial Statements of the
Company prepared for the Financial Year ended March 31, 2025, as per the provisions of Section 186
and Section 134(3)(g) of the Companies Act, 2013.

13. DIVIDEND

During the year under review, the Board of Directors of the Company declare an interim dividend
aggregating the amount of Rs. 187.88 Lacs on equity shares of the Company 2 times, details of
which are as follows:

A. The Board in its board meeting held on 05^th July 2024 declares an interim dividend of Rs 1.25/-
per share out of the reserves and surplus of the Company for the financial year 2024-2025 on
Equity shares and that the dividend so declared be paid to those equity shareholders whose
names stand in the register of members or as beneficial owners in the records of NSDL/CDSL
as on 05-07-2024.

B. The Board in its board meeting held on 04^th March 2025 declares an interim dividend of Rs.
0.75 paise per share, at the rate of 7.5% on each fully paid-up equity share of Rs. 10 be paid
out of the profits of the Company to those Members whose names appear in the Register of
Members as on the Record Date i.e. 17^th March 2025 for the payment of interim dividend.

The Board of Director has not recommended any final dividend for the financial year ended 31^st
March2025. Accordingly, the interim dividend declared and paid shall be considered as the final
dividend for the Financial Year 2024-25.

14. TRANSFER OF AMOUNTS TO INVESTER 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
(‘I EPF*) of the Government of India.

15. 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.

16. STATUTORY AUDITORS

M/s Bhagi Bhardwaj Gaur & Co., Chartered Accountants (FRN: 007895N) Peer Reviewed Firm was
appointed as statutory auditors of the company at 4^th Annual General Meeting to hold office as
such until the conclusion of the AGM of the company to be held in the year 2029.The statutory
auditors have confirmed that they satisfy the independence criteria required under the Companies
Act, 2013 and other applicable guidelines and regulations.

17. AUDITORS’ REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self-
explanatory. There are no qualifications, observations or adverse remarks which require comments
of Board of Directors and require further explanations.

18. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder;
the company was appointed (MSTR & ASSOCIATE) Company Secretaries to undertake the
Secretarial Audit of the Company for the financial Year ended March 31,2025. The secretarial Report
has been annexed as ‘Annexure - V to the Directors’ Report

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

19. 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.

20. INTERNAL AUDITORS

The Company has in place an adequate internal audit framework to monitor the efficacy of the
internal controls with the objective of providing to the Board, an independent, objective and
reasonable assurance on the adequacy and effectiveness of the Company’s processes. M/s AEPN
and Associates was appointed as Internal Auditor of the Company for the financial Year ended
March 31, 2025. The Internal Audit function develops an audit plan for the Company, which inter-
alia, covers core business operations as well as support functions and is reviewed and approved by
the Board on an annual basis. The internal audit approach verifies compliance with the operational
and system related procedures and controls.

Significant audit observations are presented to the Board, together with the status of the
management actions and the progress of the implementation of the recommendations on a
regular basis.

21. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the Audit Com¬
mittee, 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.

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

The statement relating to particulars in respect of conservation of energy, technology absorption
and foreign exchange earnings & outgo under the Companies Act 2013 is given in Annexure II and
forms part of this Report.

23. RESEARCH & DEVELOPMENT

R & D activities of the Company are focused specifically on development of curriculum based digital
content. This requires continuous research and development, adoption of new and more efficient
technologies and innovation.

(i) Benefits derived as a result of the above R&D

Content created by us enables better learning and enhanced profit.

(ii) Future Plan of Action Aggressive growth

(iii) Expenditure on R&D: NIL

24.DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

24.DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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

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 in form AOC-1 and attached as Annexure-

III.

Your Company does not have any Associate Company during the Financial Year 2024-25.

However, Brace Port Logistics Limited on 15^th May 2025 has incorporated its Associate Company
with the name and Style of AII GIobal Logistics Inc. in Canada.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the Financial year under review, the company has entered into related party transactions
prescribed under Section 188 of the Companies Act, 2013. Therefore, Form AOC -2 is required to
attach this report as Annexure IV. The Company has formulated a policy on dealing with Related
Party Transactions which can be accessed on the Company’s website
www.braceport-loqistics.com

26. RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major
risks which may threaten the existence of the Company. The same has also been adopted by your
Board and is also subject to its review from time to time. Risk mitigation process and measures
have been also formulated and clearly spelled out in the said policy and the said Policy is available
on Company’s website at www.braceport-loaistics.com

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. The internal financial controls with reference to the Financial Statements are adequate
in the opinion of the Board of Directors. Also, the Company has a proper system of internal controls
to ensure that all assets are safeguarded and protected against loss from unauthorized use or
disposition and that transactions are authorized, recorded and reported correctly.

During the Financial Year 2024-25, such controls were tested and no reportable material weakness
in the design or operation was observed.

28. VIGIL MECHANISM

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 report¬
ing 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 repu¬
tation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), mis¬
use 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 website at www.braceport-logistics.com

29. WEB ADDRESS

Pursuant to Section 134 (3) (a) of the Act, the annual return for Financial Year 2025 prepared in
accordance with Section 92(3) of the Act is made available on the website of the Company and can
be accessed by using the link www.braceport-loqistics.com

30. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

31. 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, it has been observed that there is no 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 hence, this provision is not
applicable to the Company.

32. 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.

33. 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 ac¬
counting 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.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESS-AL) ACT-2013

The company has in place a policy for prevention of sexual harassment in accordance with the
requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &
Redress-al) Act, 2013. Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. The Company did not receive any complain during the year
2024-25.

35. OBSERVANCE OF THE SECRETARIAL STANDARDS

The Directors state that proper systems have been devised to ensure compliance with the
applicable laws. Pursuant to the provisions of Section 118 of the Act, 2013 during FY 2023, the
Company has adhered with the applicable provisions of the Secretarial Standards (“SS-1" and “SS-
2") relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ issued by the Institute of
Company Secretaries of India (“ICSI") and notified by MCA.

36. 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 (Pro¬
hibition of Insider Trading) Regulations, 2015.

37. 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.

38. GREEN INITIATIVE

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of
the Notice of 5^thAnnual General Meeting of the Company including the Annual Report for FY 2024-
25 are being sent to all Members whose e-mail addresses are registered with the Company /
Depository Participant(s).

39. 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 2024-25. Also, the Company has presented the Consolidated Financial State¬
ments of the Company for the financial year 2024-25 which forms the part of the Annual Report
2024-25.

40. 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.

41. 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 and is enclosed as Annexure-VI.

42. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

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:

43. POLICIES

45. 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 2025.

46. ACKNOWLEDGEMENTS

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

By order of the Board of Directors
BRACE PORT LOGISTICS LIMITED

(Formerly known as BRACE PORT LOGISTICS PRIVATE LIMITED)

sd/- sd/-

SACHIN ARORA YASH PAL SHARMA

Managing Director Director

DIN:08952681 DIN: 00520359

Place: New Delhi
Date: 30.08.2025

All the policies are available on the website of the Company i.e. www.braceport-loqistics.com

44. LISTING WITH STOCK EXCHANGE

The Company has launched its Initial Public Offer at the Platform of NSE Emerge and get listed on
26^th August, 2024 and shares of the company are traded at NSE Emerge Platform. The Company
has paid Listing fees to National Stock Exchange of India Limited.