jet freight logistics ltd Directors report

<dhhead>DIRECTOR’S REPORT</dhhead>

Dear Members,

The Directors take the pleasure in presenting this 17th Annual Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year (FY) ended on 31st March, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The financial results for the year ended 31stMarch, 2023 and the corresponding figures for the last year are as under: -

(Rs. in lakhs)

Particulars

Consolidated

Standalone

Financial Year 2022-2023

Financial Year 2021-2022

Financial Year 2022-2023

Financial Year 2021-2022

Total Income (Gross)

42,740.65

46,205.63

41,769.89

45,758.68

Less: Expenses

42,702.44

45,740.53

41,636.67

45,309.11

Profit Before Tax (Before Exceptional Item)

38.21

465.10

133.22

449.57

Exceptional items

-

-

-

-

Profit Before Tax (After Exceptional Item)

38.21

465.10

133.22

449.57

Less: Current Tax

60.07

-

60.07

-

Deferred Tax

19.40

167.67

19.40

167.67

Profit afterTax (Before Exceptional Item)

(41.26)

297.43

6.08

281.90

Other Comprehensive Income

Items that will not be reclassified to Statement of Profit and Loss:

i. Re-measurement of gains on defined benefit plans

30.71

16.61

6.25

16.61

ii. Income tax related to above

(2.09)

(4.63)

(2.09)

(4.63)

Total other comprehensive income for the year (net of tax)

28.62

11.89

4.16

11.98

Total comprehensive income for the year

(12.64)

309.41

10.24

293.88

Attributable to:

(a) Shareholders of the Company

(12.64)

309.41

10.24

293.88

(b) Non–Controlling interest

-

-

-

-

Retained earnings: Balance brought forward from the previous year

1,468.02

1,170.41

1,256.79

974.51

Profit for the period

(12.64)

309.41

10.24

293.88

Transfer to contingency reserve

-

-

-

-

Expenses incurred for Rights Issue

(7.68)

-

(7.68)

-

Dividend Paid

-

(11.60)

-

(11.60)

Retained earnings: Balance to be carried forward

1447.70

1,468.02

1,259.35

1,256.79

NOTES:

1. The Consolidated Financial performance includes results of Jet Freight Logistics Limited and its wholly-owned Indian subsidiary Jet Freight Express Private Limited and wholly owned international subsidiaries Jet Freight Logistics FZCO, Jet Freight Logistics BV and Jet Freight Logistics Inc. (together referred to as ‘Group’) together with results of the previous period have been prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 Interim Financial Reporting prescribed under 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India.

2. The business of the Company has grown, in Ocean Product, for the year ended March 31, 2023, in comparison to last year however due to a drastic drop in the Freight rates, the Revenue of the Company is Rs 417.70 Crores during the reported period. Looking at the future growth of the Company, there has been talent-hiring during the year and investments in technology advancements. The company’s EBITDA is Rs 8.72 Crores for the Financial year ended 31st March 2023.

3. The Company operates in a single segment of freight forwarding and therefore, the segment-wise reporting is not applicable to the Company.

4. Previous periods’ figures have been regrouped, rearranged, and reclassified wherever necessary to correspond with those of the current period.

OVERVIEW OF AIR CARGO:

In 2022, the air cargo sector went through turbulent times with a fall in demand, high fuel costs, grounded flights, and trimmed routes. The skyrocketing jet fuel price and the limited belly capacity because of grounded flights were some of the factors that pushed up the air freight rates. The air freight companies witnessed a muted fourth quarter of 2022 because of several factors such as a disrupted supply chain, global economic slowdown, the risk of a global recession, high fuel costs, and the ongoing war in Ukraine. This downward trend is continuing in the first quarter of 2023 but the future of this sector doesn’t look so bleak.

According to industry experts, the air cargo sector will have an increased capacity in 2023 with the recovery of the belly space of passenger flights. This could also lead to a drop in freight rates. To quote Judah Levine from Freightos, "Rates will likely recede closer to pre-pandemic levels, though fuel prices and labour costs may combine to put upward pressure on rates, preventing a fall below the norm." Additionally, global inflation has put a cap on the purchasing power of consumers which in turn is resulting in a drop in demand.

Therefore, we cannot expect the demand in 2023 to go back to the pre-COVID levels. Even with the fall in demand and the availability of space, the international average air cargo rates will continue to be around $2.60 to $2.80 per Kilogram. This value is over 35% above the freight rates in 2019. This indicates financial stability and a less dismal future for the air freight sector in 2023. However, the freight rates are unlikely to increase in 2023. In this context, it needs to be remembered that the sector is in damage control mode after the pandemic and a further rise in rate will impact the profitability of this sector. This is because of the conservative spending habits of the consumers due to the looming inflation. Even though there is a decrease in consumer demand, there is still a high demand for digital products, retail items, and food products, all of which will offer the industry a measure of relief.

SIGNIFICANT EVENTS OCCURRED DURING THE FINANCIAL YEAR 2022-2023:

a) Sub-Division of Shares of the Company:

In order to improve the liquidity of the Company’s shares and to make it more affordable for small investors, the Company subdivided every 1 (one) equity share of the nominal/face value of Rs. 10/- each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- each as on the record date 20.05.2022. The Company consequently altered its Capital Clause of the Memorandum of Association.

b) Incorporation of a Wholly Owned Subsidiary in United States of America (USA):

The Company incorporated a Wholly Owned Subsidiary (WOS) named as Jet Freight Logistics Inc. in State of Delaware, registered with the General Corporation Law on December 02, 2022, with the objective of business development for its Logistics, warehousing, freight forwarding (Air & Sea), Clearance and Courier services.

c) Raised funds through issue of equity shares on rights basis to the existing equity shareholders: The Company issued and allotted 2,32,01,892 Equity shares of Rs. 5/- each on rights basis to its existing shareholders which were listed and admitted to dealings on both the Stock Exchanges wef February 14, 2023.

d) Alteration of Capital Clause of the Company:

Considering the future business prospects, the Company increased its Authorized Share Capital from 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 5/- (Rupees Five) to Rs. 75,00,00,000/- (Rupees Seventy-Five Crores Only) divided into 15,00,00,000 (Fifteen Crores) equity shares of Rs. 5/- (Rupees Ten).

DEALING WITH BANKS AND FINANCIAL INSTITUTIONS:

The Company had a cordial relationship with the bankers during the year whereby the required support in terms of enhancement in the working capital limits was adequately provided by the bankers. Multiple banking arrangements were entered into, during the year, in order to diversify the sources of funding required for growth. All the banks i.e Kotak Mahindra Bank Limited, State Bank of India, Deutsche Bank AG, and IndusInd Bank are keen on supporting our future growth and would stand by us in terms of their commitment to be a valued stakeholder of our Company. The Company is thankful to the Bankers for extending additional support by providing credit facilities in addition to the existing one, for meeting the need for funds due to liquidity crunch faced by the Company.

TRANSFER TO RESERVES:

The Company has made no transfer to reserves for the Financial Year 2022-2023.

DEPOSITORY SYSTEM:

All the equity shares of the Company are in dematerialized form at National Securities Depository Limited and Central Depository Services India Limited.

CHANGE IN THE NATURE OF BUSINESS:

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

WHOLLY OWNED SUBSIDIARIES:

The Company has 4 wholly owned subsidiaries as on March 31, 2023. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

The Company has incorporated its four Wholly Owned Subsidiary’s (WOS) - Jet Freight Logistics FZCO on 01.04.2018, Jet Freight Express Private Limited (Jet XPS) on 17.06.2018, Jet Freight Logistics B.V. on 22.04.2021 & Jet Freight Logistics Inc. on 02.12.2022.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries (except for Jet Freight Logistics B.V. & Jet Freight Logistics Inc.), are available on the website of the Company https://www.jfll.com .

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Composition of Board of Directors and the details of Key Managerial Personnel for the Financial Year 2022-2023 are as follows:

Sr. No Name of the Person

Category

With effect from and Tenure

1. Mr. Richard F. Theknath

Chairman & Managing Director (Key Managerial Personnel)

20.06.2021 – for a period of 5 years

2. Mr. Dax F. Theknath

Executive Director (Key Managerial Personnel)

20.06.2021 – for a period of 5 years

3. Mrs. Agnes F. Theknath

Non -Executive Director

26.09.2012

4. Ms. Kamalika G. Roy

Independent Director

13.09.2019– for a period of 5 years.

5. Mr. Keki C. Patel

Independent Director

21.10.2021 – for a period of 5 years.

6. Mr. Prakash C. Sharma

Independent Director

Resigned wef. 22.05.2023

7. Mr. Rushabh P. Patil

Independent Director

07.11.2022 – for a period of 5 years.

8. Mr. Arvind K. Talan

Chief Financial Officer (Key Managerial Personnel)

21.10.2021

9. Ms. Shraddha P. Mehta

Company Secretary & Compliance Officer (Key Managerial Personnel)

19.07.2016

Designating Mr. Dax Francis Theknath as the Executive Director of the Company.

During the year, Mr. Dax Francis Theknath was designated as an Executive Director till the remaining period of his tenure as a Whole-Time Director by the Board of Directors at their Meeting held on August 02, 2022.

Reappointment of Director retiring by rotation:

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Richard F Theknath, (DIN: 01337478) Director is liable to retire by rotation at this Annual General Meeting, and being eligible, he has offered himself for re-appointment. Accordingly, the proposal for his re-appointment has been included in the Notice convening the Annual General Meeting of the Company.

A brief resume of directors seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

Induction to the Board:

During the year under review, the Board at their meeting held on 07.11.2022 appointed Mr. Rushabh Prashant Patil, as Additional Director’s in the category of Independent Director for a period of five years, on the recommendation of the Nomination & Remuneration Committee. The Members by way of Special Resolution approved his appointment on February 05, 2023 via Postal Ballot through remote e-voting only. His name has been included in the Data bank of Independent Directors at the Indian Institute of Corporate Affairs. In accordance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Rushabh Prashant Patil has successfully passed the online proficiency self-assessment test conducted by the Institute.

The Board of Jet Freight is strong, diverse, upholds integrity and comprises of strategic thinkers. It has a proper mix of Directors having knowledge and expertise in technology, business operations, legal and finance/banking field for conducting the affairs of the Company effectively.

DIRECTORS AND OFFICERS INSURANCE (‘D AND O INSURANCE’):

With the continuous effort of becoming a qualitative Corporate Governance Company and in order to safeguard the interest of our Directors and Officers, the Company has renewed Directors and Officers insurance (‘D and O insurance’) from TATA AIG General Insurance Company Ltd, one of the most preferred liability insurance underwriters among corporates in India on a voluntary basis.

CREDIT RATING OF THE COMPANY:

In February 2022, India Ratings & Research rated the outlook on the various instruments of the Company and assigned an IND BBB-/ Stable Reaffirmed on the Long-Term Bank Facilities and IND A3 (Reaffirmed) on the Short-Term Bank Facilities by removal of the word "negative". In June 2023, the Company obtained revised rating on the various instruments and the outlook assigned by India Ratings & Research was IND BBB-/Negative Reaffirmed on the Long-Term Bank Facilities and IND A3 (Reaffirmed) on the Short-Term Bank Facilities.

EXPLANATION FOR VARIATION IN THE USAGE OF THE PROCEEDS OF THE ISSUE:

Pursuant to Reg. 32 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, our Company has submitted the statement for the period 10.02.2023 (last date of proceeds getting credited into the Bank Account) to 31.03.2023 to the National Stock Exchange of India Limited (NSEIL) & BSE Limited after its review by the Audit Committee, indicating utilization of the proceeds of the rights issue.

Overall funds were utilised for the purposes mentioned in the offer letter dated January 05, 2023, however as per the actual requirement the proposed amount mentioned in various purposes got utilised, as per actual business requirements. During the implementation phase, the company had evaluated its actual business requirements and allocated the funds accordingly. This means that the proposed amounts mentioned for each purpose was not fully exhausted as initially estimated. The company adjusted the allocation of funds based on the actual needs and priorities of the business. For example, the offer letter mentioned an estimated amount for issue expenses, the actual utilization of funds for issue related expenses was lower than the proposed amount. On the contrary, the estimated cost for Purchase of warehouse turned out to be lower than the actual cost incurred at the time of implementation of the project. The company made these adjustments based on factors such as the availability of alternative funding sources, changes in business strategies, market conditions, or unforeseen circumstances.

It’s important to note that the Company exercised flexibility in managing funds raised through rights issue to ensure optimal allocation based on changing business dynamics. As long as the overall funds were utilized for the purposes mentioned in the offer letter and aligned with the actual business requirements, the company has fulfilled its obligations and acted in the best interests of its stakeholders.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT:

The following activities have been carried out by the Company from the end of the Financial Year till the date of signing of the Directors Report affecting the financial position of the Company detailed as under-:

• Acquiring shares of Company named "Vank Global Services Private Limited" (VANK):

Jet Freight acquired shares of value amounting to INR 51,000/- divided into 5100 Shares of INR 10 each (FV) of a Company named "Vank Global Services Private Limited" (VANK) representing 51% holding in VANK. The Company is engaged in the import and export of fresh fruits and vegetables, coconuts, ground nuts, products of plantation, horticulture, agriculture, and farm products. The objective of this acquisition was for the vertical integration and increasing the scale of business.

• Cessation of Directorship:

Due to personal reasons, Mr. Prakash Chandra Sharma resigned from the Directorship of the Company w.e.f. May 22, 2023 who held office as an Independent Director.

• Appointment of Mr. Ajay Madhusudan Gandeja (DIN: 08663702) as an Additional Director in the category of Independent Director:

On the recommendation of Nomination and Remuneration committee, the Board of Directors of the company approved the Appointment of Mr. Ajay Madhusudan Gandeja (DIN: 08663702) as an Additional Director in the category of Independent Director wef. June 09, 2023 for a period of 5 years. His name has been included in the Data bank of Independent Directors at the Indian Institute of Corporate Affairs. In accordance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Ajay Madhusudan Gandeja is exempted from appearing the online proficiency self-assessment test conducted by the Institute.

• Voluntary liquidation of a subsidiary of the listed company:

Based on the approval of the Audit Committee, the Board of Directors of the Company at their meeting held on 25.05.2023 approved the proposal of its wholly owned subsidiaries, Jet Freight Logistics FZCO to go under voluntary liquidation, subject to requisite approvals and NOCs from various departments of Dubai Airport Freezone Authority (DAFZA). The Company supports such a decision because of the following reasons:

1. The lease cost is comparatively higher in DAFZA.

2. The Freezone Company is unable to operate the Custom Clearance business as it cannot hold the license in its name.

3. Too many restrictions for the smooth functioning of the business.

VIGIL MECHANISM:

A fraud and corruption free environment in a Company is the objective and in view of that, a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board for Directors and employees, which is uploaded on the website of the Company under the heading polices at https://www.jfll.com pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. No complaint of this nature has been received by the Audit Committee during the year under review.

ANNUAL RETURN:

The Annual Return for FY 2022-23 as per provisions of the Act and Rules thereto, is available on the Company’s website at https:// www.jfll.com/wp-content/uploads/2023/07/MGT-7-Annual-Return-for-the-FY-2022-2023.pdf .

STATUTORY AUDITOR:

The Members of the Company at their 13th Annual General Meeting held on September 12, 2019 appointed M/s S. C. Mehra & Associates LLP (R. No. 106156W/ W100305), Statutory Auditors of the Company for a further period of five years i.e. commencing from the conclusion of the 13th AGM till the conclusion of 18th Annual General Meeting.

M/s. S. C. Mehra & Associates LLP has audited the book of accounts of the Company for the Financial Year ended March 31, 2023 and have issued the Auditors’ Report thereon. There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.

The report of the Statutory Auditors on Standalone & Consolidated Financial Statements forms a part of the Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board appointed Parikh & Associates (Registration No. P1988MH009800), Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the FY 2022-2023 and their report is annexed to this report as Annexure-A’.

There are no qualifications or reservations or adverse remarks or disclaimers in the said Report.

The Board has also appointed Parikh & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2023-2024.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial control of the Company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2023. Hence, there were no unclaimed or unpaid deposits as on March 31, 2023.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company under the heading policies at https://www.jfll.com/disclosure/. During the year under review, the Corporate Social Responsibility Committee at their Meeting held on June 10, 2022 discussed and drew a conclusion that based on the Audited Financials of the three immediately preceding financial years, the Company no longer falls within the eligibility criteria of the companies referred to under Section 135(1) of the Companies Act, 2013 (the Act). However, the Company may, on a voluntary basis, spend such amount as may be decided by the Members of the Committee.

Subsequently the Committee discussed the said subject matter in their meeting held on November 07, 2022 and decided to spend zero amount for the Financial Year 2022-2023. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act’), is annexed to this report (Annexure B).

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR 2022-2023:

The Company does not have any Subsidiaries, Joint Ventures or Associate companies during the financial year 2022-2023 except for the WOS as mentioned above in this report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31, 2023 and of the profit and loss of the Company for that period;

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

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) 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.

(vi) 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.

RISK MANAGEMENT:

The Company has developed and implemented on voluntary basis, a Risk Management Policy which identifies and, monitors major risks which may threaten the existence of the Company. The same has also been adopted by our 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.

INDEPENDENT DIRECTORS’ DECLARATION:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with their integrity, expertise, and experience.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:

A policy known as "Appointment criteria for Directors & Senior Management and their Remuneration Policy" approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.

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

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are forming part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as ‘Annexure C’ to the Boards’ Report.

PARTICULARS OF EMPLOYEE:

Details in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules 2014, the names and other particulars of the employee are appended as ‘Annexure D’ to the Boards’ Report.

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, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report, is annexed herewith as ‘Annexure D’.

CORPORATE GOVERNANCE REPORT

Jet Freight is one of the leading freight forwarders today, offering complete logistics solutions. The vision of the Company is to be a growth-oriented company by becoming the indisputable choice in total logistics management and serving the global customer by adhering to the corporate governance norms and creating value for our stakeholders.

Meetings and Committees of the Board:

During the Financial Year 2022-2023, the Board of Directors met Six times viz. on May 16, 2022; June 10 2022; August 02, 2022; October 27, 2022; November 07, 2022 and February 06, 2023.

The Committees of the Board usually meet on the day of the Board meeting, or whenever the need arises for transacting business. Details of the composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Report.

In accordance with the Regulation 34 of the SEBI (LODR) Regulations, 2015, ensuring that we follow the corporate governance guidelines and diligently follow best corporate practices, the Company presents disclosures on the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, required under Section C of Schedule V of SEBI (LODR) Regulations, 2015 is annexed herewith as ‘Annexure E’ and forms part of this Report.

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

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2023 is given below:

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

iii) The capital investment on energy conservation equipments: Nil

B. Technology Absorption:

i) The efforts made towards technology absorption : Nil

ii) The benefits derived like product improvement, cost reduction, product development or import substitution:Nil

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):

a) the details of technology

b) the year of Import

c) whether the technology been fully absorbed Nil

d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action

iv) The expenditure incurred on Research and Development during the year included in the manufacturing cost.- Nil

C. Foreign Exchange Earnings and Outgo:

(Figures in Rupees)

Particulars

2022-2023

2021-2022

Foreign Exchange Earnings

10,92,63,526

7,67,13,525

Foreign Exchange outgo

11,28,26,501

8,42,96,198

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to Section 134(3) read with Rule 8(4) of the Companies (Account) Rules, 2014 & Section 178(2) of the Companies Act, 2013, a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual Directors. Schedule IV to the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board based on evaluation criteria recommended by the ‘Nomination and Remuneration Committee’ and ‘Code for Independent Directors’ evaluated the performance of Board members.

The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfillment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

DISCLOSURES UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing women employees in various cadres within its Registered Office and its Branches. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has gone a step ahead and made the policy gender-neutral and applicable to all employees irrespective of their sexual orientation or preferences. An Internal Complaint Committee along with coopted members for various branches are set up to redress complaints if received and are monitored on regular basis. During the year under review, the Company did not receive any complaint regarding sexual harassment.

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

AWARDS & RECOGNITIONS:

Your Company has a long list of Awards and Recognition from the Airlines during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business. To highlight a few of Jet Freight’s awards and recognitions, we have listed some certificates below:

Awarded by

Awarded name

Year

1. Air Cargo Club of Bombay

Annual Ball 2022 (Gold Sponsor)

2022

2. International Federation of Freight Forwarders Association (FIATA)

Certificate of Approval as Individual Member

2022

3. Transformance (CFO Vision and Innovation Summit & Awards 2022)

Innovation of the Year Award in Supply Chain Logistics

May 2022

4. STAT Trade Times

International Award for Excellence in Air Cargo

June 2022

5. UBS Forums (Future of Finance Summit & Awards 2022)

Best Finance Team of the Year

June 2022

6. Financial Express Power List

FE Financial Star Award

Sept 2022

7. Taylor Logistics (GSSA Silkway West Airlines)

Certificate of Recognition

Sept 2022

8. Ethiopian Cargo Logistics Services

Certificate of Appreciation

Oct 2022

9. Transformance Business Media (CFO Vision and Innovation Summit & Awards 2022)

Top 20 Most Impactful CFO Leaders

Dec 2022

10. Empire Business Media (EBM)

CFO of the Year

Dec 2022

11. Vistara Cargo

Partner Excellence Silver Award

Feb 2023

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, the Government of Maharashtra, Bankers to the Company, the Airlines, customers, its employees/consultants for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-today management.

For and on behalf of the Board of Directors

JET FREIGHT LOGISTICS LIMITED

Richard Theknath

Chairman & Managing Director

DIN: 01337478

Place: MUMBAI

Dated: 07.07.2023

Annexure A

FORM No. MR-3

#SARStart#

<dhhead>SECRETARIAL AUDIT REPORT</dhhead>

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

Jet Freight Logistics Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jet Freight Logistics Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company, to the extent the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2023 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable to the Company during the audit period)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period)and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period)

(vi) Other laws applicable to the Company namely;

1. Customs Act, 1962.

2. The Carriage by Air Act, 1972.

3. The Multimodal Transportation of Goods Act, 1993.

4. International Air Transport Association, 1945.

5. IATA Dangerous Goods Regulations

We have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(b) The Listing Agreements entered into by the Company with BSE Limited and NSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company following events occurred which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.:

1. Sub-Division of Shares

The Company sub-divided every 1 (one) equity share of the nominal/face value of Rs. 10/- each into 2 (Two) equity shares of the nominal/face value of Rs. 5/- each as on the record date that is, on May 20, 2022.

2. Issue of Shares under Rights Issue

The Company had issued 2,32,01,892 fully paid-up equity shares of the face value of 5/- each for cash of Rs. 16.25/- each aggregating up to Rs. 3,770.31 Lacs on right basis on the record date, that is, on January 11, 2023.

3. Increase in Authorized Share Capital

The Company has increased the authorized share capital of the company from Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 5/- (Rupees Five) to Rs. 75,00,00,000/- (Rupees Seventy-Five Crores Only) divided into 15,00,00,000 (Fifteen Crore) equity shares of Rs. 5/- (Rupees Five).

4. Incorporation of Wholly-owned subsidiary in USA

The Company incorporated a Wholly Owned Subsidiary (WOS) - Jet Freight Logistics Inc. on December 02, 2022 in Delaware, USA.

For Parikh & Associates

Company Secretaries

Jeenal Jain Partner

ACS No: 43855 CP No: 21246

UDIN: A043855E000562771 PR No.: 1129/2021

Place: Mumbai

Date: 07.07.2023

#SAREnd#

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

‘Annexure A’

To,

The Members

Jet Freight Logistics Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in

Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates

Company Secretaries

Jeenal Jain Partner

ACS No: 43855 CP No: 21246

UDIN: A043855E000562771 PR No.: 1129/2021

Place: Mumbai

Date: 07.07.2023

Annexure-B

#CSRStart#

<dhhead>Annual Report on Corporate Social Responsibility Activities</dhhead>

[Pursuant to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. Brief Outline on the Corporate Social Responsibility (‘CSR’) Policy of the Company:

Our CSR Policy (‘Policy’) was first adopted on March 19, 2018, in terms of provisions of section 175 of the Companies Act, 2013, and then revised on November 10, 2021.

The guidelines for our CSR activities are outlined in the Policy. The projects undertaken are within the broad framework of Schedule VII to the Act. Our CSR activities focus on initiatives such as gender equality, education, and aiding pregnant women.

The policy is available on the Company’s website www.jfll.com .

2. Composition of CSR Committee:

To guide the CSR activities of the Company, we have in place a Corporate Social Responsibility Committee that comprises of:

Name of the Director

Designation/Nature of Directorship

Number of meetings of CSR Committee held during the year

Number of meetings of CSR Committee attended during the year

1. Mr. Dax Francis Theknath

Executive Director (Chairman)

2

1

2. Ms. Kamalika Guha Roy

Independent Director

2

2

3. Mr. Keki Cusrow Patel

Independent Director

2

2

4. Mr. Prakash Chandra Sharma (resigned wef. 22.05.2023)

Independent Director

2

2

3. The web-links where the Composition of the CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company:

i. The composition of the CSR Committee- https://www.jfll.com/investor-information/

ii. CSR Policy- https://www.jfll.com/disclosure/

iii. CSR Projects as approved by the Board- https://www.jfll.com/wp-content/uploads/2022/11/Saved-Pearl-Foundation-Report-2022-23.pdf

4. The details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable:

Not Applicable

5. (a) Average net profit of the company as per section 135(5) - Nil

(b) Two percent of average net profit of the company as per section 135(5)-Nil

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years.- Nil

(d) Amount required to be set off for the financial year, if any- Nil

(e) Total CSR obligation for the financial year (7a+7b-7c)-Nil

6. (a) CSR amount spent or unspent for the financial year:

Amount Unspent (in Rs.)

Total Amount Spent for the Financial Year. (in Rs.)

Total Amount transferred to Unspent CSR Account as per section 135(6).

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).

Amount.

Date of transfer.

Name of the Fund

Amount.

Date of transfer.

Nil

(b) Details of CSR amount spent against ongoing projects for the financial year: Nil

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

Sl. No.

Name of the Project

Item from the list of activities in schedule VII to the Act.

Local area (Yes/ No).

Location of the project.

Amount spent for the project (in Rs.).

Mode of implementation - Direct Yes/ No).

Mode of implementation -Through implementing agency.

NA

(d) Amount spent in Administrative Overheads- Nil

(e) Amount spent on Impact Assessment, if applicable- Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e)- Nil

(g) Excess amount for set-off, if any- Not Applicable

7. (a) Details of Unspent CSR amount for the preceding three financial years:

Preceding Financial Year.

Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.)

Amount spent in the reporting Financial Year (in Rs.).

Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.

Amount remaining to be spent in succeeding financial years. (in Rs.)

Name of the Fund

Amount (in Rs).

Date of transfer.

2019-2020

Not Applicable

Rs. 13.30 Lakhs in FY 2020-2021.

NA

Nil

NA

Nil

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):Not Applicable

8. Whether any capital assets have been created or acquired through CSR spent in the financial year: No

9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5).Not Applicable

DAX FRANCIS THEKNATH

Chairman of CSR Committee

DIN: 01338030

RICHARD FRANCIS THEKNATH

Chairman & Managing Director DIN: 01337478

Place: Mumbai

Date: July 07, 2023

#CSREnd#

ANNEXURE- C

Form AOC-2

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain at arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis:

SN

Name (s) of the related party & nature of relationship

Nature of contracts/ arrangements/ transaction

Duration of the contracts/ arrangements/ transaction

Salient terms of the contracts or arrangements or transaction including the value, if any

Justification for entering into such contracts or arrangements or transactions

Date of approval by the Board

Amount paid as advances, if any

Date on which the special resolution was passed in General meeting as required under first proviso to section 188

Not Applicable

2. Details of material contracts or arrangements or transactions at Arm’s length basis:

Name (s) of the related party & nature of relationship

Nature of contracts/ arrangements/ transaction

Duration of the contracts/ arrangements/ transaction

Salient terms of the contracts or arrangements or transaction including the value, if any

Date of approval by the Board

Amount paid as advances, if any

In the ordinary course of business

1 Jet Freight Express Private Limited (A Wholly Owned Subsidiary- WOS)

Availing of services of domestic freight forwarding

FY 2022-2023

Nil

14.02.2022

Nil

2

Rendering of Sub- Agency Services

FY 2022-2023

Nil

14.02.2022

Nil

3 Rex Quality Products Private Limited (A private company in which a Director is a Director)

Rendering of services of Freight Forwarding

FY 2022-2023

Rs. 51,002

14.02.2022

Nil

4 Jet Logistix (OPC) Private Limited (A private company in which a Director is a Director)

Availing of the CHA services. (Custom Housing Agency)

FY 2022-2023

Rs. 1,80,00,000

14.02.2022

Nil

5 R2D Freight Private Limited (A private 6 company in which a Director is a Director)

Rendering Sub Agency Services

FY 2022-2023

Nil

14.02.2022

Nil

6

Purchase/Development of software license/ Subscription Fees for the use of the software license

FY 2022-2023

Nil

14.02.2022

Nil

7

Sales Commission payable for sourcing the business

FY 2022-2023

Nil

14.02.2022

Nil

8 Jet Freight Logistics FZCO (A Wholly Owned Subsidiary- WOS)

Availing of Cargo Handling Support Services/ Market & Business Development Services

FY 2022-2023

Rs. 8,29,509

14.02.2022

Nil

9 Jet Freight Logistics BV (A Wholly Owned Subsidiary- WOS)

Availing of Cargo Handling Support Services/ Market & Business Development Services

FY 2022-2023

Nil

14.02.2022

Nil

Not in the ordinary course of business

10 Rex Quality Products Private Limited (A private company in which a Director is a Director)

Leasing of property of any kind

FY 2022-2023

Rs. 84,000

17.07.2020

Nil

11 Jet Logistix (OPC) Private Limited (A private company in which a Director is a Director)

Leasing of property of any kind

FY 2022-2023

Rs. 84,000

17.07.2020

Nil

12 Jet Freight Express Pvt. Ltd. (A Wholly Owned Subsidiary- WOS)

Leasing of property of any kind

FY 2022-2023

Rs. 84,000

06.07.2021

Nil

13 Agnes Francis Theknath (A Director of the Company)

Leasing of property of any kind

FY 2022-2023

Rs. 15,00,000

14.02.2022

Nil

For and on behalf of the Board of Directors

For JET FREIGHT LOGISTICS LIMITED

Richard Theknath

Chairman & Managing Director

Place: MUMBAI

Dated: 07.07.2023

ANNEXURE -D

PARTICULARS OF EMPLOYEES AND RELATED DETAILS

Part A: [Pursuant to section 197(12) of the Companies Act 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

The ratio of the remuneration of each Director/KMP to the median employee’s remuneration of the Company for the Financial Year:

No. Requirements

Disclosures

1 The ratio of remuneration of each Director to the Median remuneration of employees for the financial year.

Name of the Director & Designation

Ratio to Median

Mr. Richard F Theknath, Chairman & Managing Director (CMD)

32.46:1

Mr. Dax F Theknath, Executive Director (ED)

30.78:1

Mrs. Agnes F Theknath, Non-Executive Director.

Nil

Ms. Kamalika Guha Roy, Independent Director.

0.83:1

Mr. Keki Cusrow Patel, Independent Director.

1.84:1

Mr. Rushabh P Patil, Independent Director. (Appointed wef 07.11.2022)

0.21:1

Mr. Prakash Chandra Sharma, Independent Director. (Resigned wef 22.05.2023)

1.84:1

2 Percentage increase in Remuneration of each director, CFO, CEO, CS in the Financial Year

Name & Designation

% increase in Remuneration

Mr. Richard F Theknath, Chairman & Managing Director (CMD)

7.55%

Mr. Dax F Theknath, Executive Director (ED)

2.77%

Mr. Arvind Kumar Talan, Chief Financial Officer (CFO)

6%

Ms. Shraddha P Mehta, Company Secretary & Compliance Officer (CS)

20%

3 The Percentage increase/decrease in the median remuneration of employees in the financial year

In the Financial year, there was an increase of 23.05% in the median remuneration of employees.

4 The Number of permanent employees on the rolls of the Company

There were 237 employees as of 31st March, 2023.

5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

During the financial year 2022-23, the average percentage increase / (decrease) in salary of the Company’s employees, excluding the Key Managerial Personnel (‘KMP’) was 9.18%. The percentage increase / (decrease) in salary of KMPs during the same period (on actuals) was 8.83%.

6 that the remuneration is as per the remuneration policy of the Company.

It is confirmed that the remuneration is paid as per the remuneration policy of the Company.

Part B: Statement of Disclosure Pursuant to Section 197 of the Companies Act, 2013

[Read with Rules 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

A. Names of top 10 employees in terms of remuneration drawn during the FY 2022-23:

Name

Designation

Gross Remuneration

Qualification

Experience (Years)

Date of commencement of employment

Age (Years)

Last employment

Relation with the Director

1. Richard Theknath

CMD

1,05,87,850

FMBA EMBA Programme 2021- 2022 from IIT Bombay and Washington University in St. Louis.

26

13-04-2006

43

--

Brother of Mr. Dax Theknath & Son of Agnes Theknath, Directors

2. Dax Theknath

ED

1,00,38,044

FMBA

16

13-04-2006

37

--

Brother of Mr. Richard Theknath & Son of Agnes Theknath, Directors

3. Joseph Joy John

Director- Air & Sea Freight

58,16,254

Diploma in Import - Export Management, B. Com.

33

01-03-2022

55

Ceva Logistics India Pvt. Ltd.

NA

4. Shahid Ali

Associate Vice President

47,03,183

BSC

16

12-06-2021

40

MSA Shipping Pvt. Ltd.

NA

6. Ashish Nagpurkar

Chief Human Resources Officer

38,82,192

PGCHRM (Post Graduate Certificate in Human Resource Management), M. Engineering, B. Engineering

15

22-03-2022

49

Mahindra CIE Automotive Ltd.

NA

7. Arvind Kumar Talan

Chief Financial Officer

38,78,696

B. Com., M. Com., B. Law, Chartered Accountant, Company Secretary, Master of Arts (Philosophy), Master of Arts (Psychology), Master of Business Administration (MBA)

28

21-10-2021

46

Mahindra and Mahindra Ltd.

NA

8. Ruchi Srivastava

Assistant Branch Manager

31,99,044

MBA – International Business

13

02-04-2020

38

Leadedge Logistics Pvt. Ltd.

NA

9. Sameer Shashikant Mistry

Vice President- Technology & Business Excellence

28,07,290

Diploma in Software Technology and Systems Management, B. Science

25

11-07-2022

47

Agility Logistics Pvt. Ltd.

NA

10. Vaibhav Shah

Branch Manager

25,08,060

MA

15

18-01-2018

43

Galaxy Freight Pvt Ltd

NA

11. Parag Mehta

Business Development Manager

24,14,376

B.com

31

21-06-2017

51

Galaxy Freight Pvt Ltd

NA

B. Names of other employees who are in receipt of aggregate remuneration of not less than rupees one crore and two lakh during the FY 2022-23 or not less than rupees eight lakh and fifty thousand per month (if employed for part of the FY 2022-23):

Sr No Name

Designation

Gross Remuneration

Qualification

Experience (Years)

Date of commencement of employment

Age (Years)

Last employment

Relation with the Director

1. Richard Theknath

CMD

1,05,87,850

FMBA EMBA Programme 2021- 2022 from IIT Bombay and Washington University in St. Louis.

26

13-04-2006

43

--

Brother of Mr. Dax Theknath & Son of Agnes Theknath, Directors