amiable logistics india ltd share price Directors report

Dear Members,

Your Directors take great pleasure in presenting the 21^st Annual Report of AMIABLE LOGISTICS (INDIA) LIMITED (“the Company”) in business and operations along with the Audited Financial Statements for the financial year ended 31^st March, 2023.

COMPANY OVERVIEW

Amiable Logistics (India) Limited formerly known as Amiable Logistics (India) Private Limited, provides services to Importers and Exporters for the smooth clearance of all kind of Imports and Exports by Air, Land & Sea. Our Company is a bridge between trade and government authorities like Customs and DGFT. We give personal attention to entrepreneurs. We believe not only in serving our valuable clients but serving them with efficiency, honesty and dedication.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31^st March, 2023 is summarized below:

Particulars	2022-23	2021-22
Revenue from Operations	2946.25	1703.74
Other Income	72.81	22.18
Total Revenue	3019.06	1725.92
Operating Expenses	2576.44	1450.39
Employees Benefit expenses	98.09	87.96
Finance Cost	7.44	3.11
Depreciation and Amortization expenses	9.23	7.63
Other Expenses	169.31	118.64
Total Expenses	2860.51	1667.73
Profit/ (Loss) Before Tax	158.55	58.19
Tax Expenses	50.33	10.68
Profit/ (Loss) for the period	108.22	47.51

The standalone financial statements have been prepared by your Company in accordance with the Indian Accounting Standards prescribed under the Companies Act, 2013. Since the Company is listed on the SME platform of the National Stock Exchange of India, the Companies (Indian Accounting Standards) Rules, 2015 are not applicable to the Company.

FINANCIAL PERFORMANCE

During the year under review, the Company has recorded total revenue of Rs. 3019.06 Lakhs against Rs. 1725.92 Lakhs in previous year which is 42% more in the current year when compared. The Profit for the year was Rs. 158.55 Lakhs and profit after tax was Rs. 108.22 Lakhs.

Revenue from operations for the financial year 2022-23 was at Rs. 2946.25 Lakhs as against Rs. 1703.74 Lakhs in the previous year. Since previous year the Company has increased the revenue upto 42.17% and net profit upto 56.10%. Your directors are hopeful that the Company may be able to show better performance in coming years.

The earnings per share for the year ended March 31, 2022 was at Rs. 2.36/-. The net-worth of the Company is now standing at Rs. 689.09 Lakhs, which was also increased in line with the increase in the other factors affecting it.

The Companys performance is much better when compared to the previous year. As everyone expects, there is an improvement in all the aspects of the financial performance of the Company.

TRANSFER TO RESERVES

The Board of Directors do not propose any amount to be transferred to General Reserves for the Financial Year 2022-23.

As per the financials, the net movement in the reserves of the Company as at 31^st March, 2023 and previous year ended 31^st March, 2022 is as follows:

Particulars	Financial Year 2022-23	Financial Year 2021-22
Surplus in Statement of Profit and	165.70	53.29
Loss
Securities Premium	382.83	-
Less: Share Issue Expenses	(34.25)	-
Total Reserves & Surplus	348.58	53.29

The members are advised to refer Note No. 3 as given in the financial statements which forms part of the Annual Report for detailed information.

DIVIDEND

The Board of Directors in their meeting held on 30^th May, 2023 have decided not to recommend any dividend for the financial year 2022-23. The Board of Directors assesses the Company with a focus on reinvesting all of its earnings. Hence, the dividend is not recommended for this year as the Board of Directors is in favor of retaining earnings in order to be able to finance new growth opportunities and expand its operations.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable as the Company did not declare any dividend in the previous years.

CHANGE OF NAME OF THE COMPANY

During the previous financial year i.e. 2021-22, the Company had proposed to convert from Private Company to Public Company. The same was approved by the Board and shareholders of the Company wide their meeting held on 14^th March, 2022 and 24^th March, 2022 respectively. A fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company was duly received from the Registrar of the Companies on 25^th April, 2022.

CHANGE IN NATURE OF BUSINESS

During the Year under review, there was no change in the business of the Company or in the nature of activities carried out by the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

SHARE CAPITAL

Authorized Share Capital

During the year under review and consequent to the Initial Public Offer, the Companys Authorized Share Capital is Rs. 1,85,00,000/- divided into 18,50,000 Equity Shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company is Rs. 1,74,82,000/- divided into 17,48,200 Equity Shares of Rs. 10/- each.

Equity Shares

The Company has issued 5,39,200 equity shares of Rs. 10/- each for cash at Rs. 81/- per share aggregating to Rs. 436.75 Lakhs during the year under review through Initial Public Offer (IPO). The approval for IPO was sought from the shareholders of the Company at their meeting held on 19^th August, 2022.

Sweat Equity Shares

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares during the period under review.

Differential Voting Rights

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights during the period under review.

Employee Stock Options

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options during the period under review.

Debentures/Bonds/Warrants or any Non-Convertible Securities

During the year under review, the Company has not issued any debentures, bonds, warrants or any non-convertible securities. As on date, the Company does not have any outstanding debentures, bonds, warrants or any non-convertible securities.

INITIAL PUBLIC OFFER AND CONSEQUENT LISTING OF SHARES ON SME EXCHANGE OF NSE

Your Board would like to appraise that the Company has issued and allotted 5,39,200 Equity shares of the face value of Rs.10/- each at an Issue Price of Rs. 81/- each including a share premium of Rs. 71/- each aggregating to Rs. 436.75 Lakhs by passing the necessary shareholders resolution in the Annual General Meeting of the Company held on 19^th August, 2022. Your Directors are pleased to inform you that the Companys securities have been listed on the SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from 16^th November, 2022.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

During the year under review, the Company raised funds aggregating to Rs. 436.75 Lakhs through public issue. The Company has utilized the funds raised through issue for the purpose as stated in the Letter of Offer. Details of utilization of fund as on 31^st March, 2023 are as under:

Sr. No. Original Object	Original Allocation (Rs. In Lakhs)	Funds Utilized	Amount of Deviation
1. Funding working capital requirements	284.85	40.55	NIL
2. General Corporate Purpose	100.00	NIL	NIL
3. IPO Related Expenses	51.90	31.59	NIL

The unutilized amount of IPO proceeds is invested in a Fixed Deposit with Bank.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no deviation or variation in the use of funds raised through public issue of equity shares from the objects stated in the prospectus of the Company. A statement to that effect has also been duly filed with the Stock Exchange within the stipulated time.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, there was no principal or interest outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture at the beginning or any time during the year or at the end of the financial 2022-23. Therefore, it is not required to furnish any details regarding the same.

SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) issued by Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All contracts or arrangements or transactions with related parties during the year under review as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on arms length basis. There were no material contracts/ arrangement/ transactions with related parties which may have potential conflict with the interest of the Company. The same is disclosed in this report marked as “Annexure A”.

As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is obtained for entering into related party transactions by the Company.

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of Section 186 of the Companies Act, 2013 and the rules made thereunder.

DEMATERIALIZATION OF EQUITY SHARES

During the year under review all the existing shares in the Physical mode were dematerialized and entire shareholding is in dematerialized mode.

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are tradeable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Companys shares on NSDL and CDSL. The ISIN allotted to the Companys Equity shares is INE0MTP01013.

LISTING AND DEPOSITORY FEE

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge). The Company has paid Listing fees for the financial year 2023-24 according to the prescribed norms & regulations.

Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2023-24.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Executive Directors

Mr. Lalit Mange Chairman & Managing Director Mr. Kishor Mange Executive Director Mr. Mohanlal Nanda Executive Director

Non- Executive Directors

Mr. Jaldeep Shah Independent Director Mrs. Trupti Gada Independent Director Mr. Mukesh Kothari Independent Director

Key Managerial Personnel

Mr. Faizan Ansari Chief Financial Officer

Mrs. Archana Agarwal Company Secretary & Compliance Officer

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

There was a change in Company Secretary & Compliance Officer in the Company during the Financial Year 2022-23. Pursuant to provisions of Section 203 of Companies Act, 2013 and rules made thereunder and in adherence to Regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Mansi Gandhi was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 8^th August, 2022. However, Mrs. Mansi Gandhi resigned from the company w.e.f. 12^th January, 2023 due to her personal and unavoidable reasons.

Further, the Company appointed Mrs. Archana Agarwal as new Company Secretary & Compliance Officer w.e.f. 12^th January, 2023 and she is the current Company Secretary & Compliance Officer of the Company.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Mohanlal Karsandas Nanda (DIN: 03420284), Executive Director, being the longest in the office, is liable to retire by rotation and being eligible, seeks reappointment at the ensuing AGM. Mr. Mohanlal Karsandas Nanda is not disqualified under Section 164(2) of the Companies Act, 2013. The Board of Directors recommends his re-appointment in the best interest of the Company.

Notice convening the forthcoming AGM includes the proposal for re-appointment of aforesaid Director.

BOARD DIVERSITY

The Board of Directors of the Company has adopted the policy on Board Diversity. The Board comprises of adequate combination of executive, non-executive and independent directors in accordance with the requirements of the Companies Act, SEBI Listing Regulations and other statutory, regulatory and contractual obligations of the Company.

The Board has taken into consideration the versatility of knowledge, experience, financial literacy / expertise, global market awareness and other relevant factors as may be considered appropriate and the Board has formulated with mix of members to maintain high level of ethical standards.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Companys finance and other important aspects. The details of Familiarization Programme arranged for Independent Directors have been disclosed on the website of the Company at www.amiablelogistics.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Companies Act, read with the Schedules and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Directors Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and Companies in the institution of Independent Directors.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking comments from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2023, the applicable Accounting Standards had been followed and there are no departures from the same; ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the profit of the Company for that year ended on that date; iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and detecting fraud and other irregularities; iv. Annual accounts for the year ended March 31, 2023 have been prepared on a going concern basis. v. Internal Financial controls were in place and that the financial controls were adequate and were operating effectively. vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2022-23.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met nine (9) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Board Meeting.

The following Meetings of the Board of Directors were held during the Financial Year 2022-23:

Sr. No. Date of Board Meeting	Board Strength	Number of Directors present
1. 26.05.2022	5	5
2. 04.07.2022	5	5
3. 08.08.2022	6	6
4. 27.09.2022	6	6
5. 12.10.2022	6	6
6. 27.10.2022	6	6
7. 13.01.2023	6	6
8. 11.03.2023	6	6
9. 30.03.2023	6	6

Attendance of Directors at Board Meetings held during the Financial Year 2022-23 are:

		Attendance at the Meeting
Date of Board Meeting	Mr. Lalit Mange	Mr. Kishor Mange	Mr. Mohanlal Nanda	Mr. Jaldeep Shah	Mrs. Trupti Gada	Mr. Mukesh Kothari
26.05.2022	Yes	Yes	Yes	Yes	Yes	Yes
04.07.2022	Yes	Yes	Yes	Yes	Yes	Yes
08.08.2022	Yes	Yes	Yes	Yes	Yes	Yes
27.09.2022	Yes	Yes	Yes	Yes	Yes	Yes
12.10.2022	Yes	Yes	Yes	Yes	Yes	Yes
27.10.2022	Yes	Yes	Yes	Yes	Yes	Yes
13.01.2023	Yes	Yes	Yes	Yes	Yes	Yes
11.03.2023	Yes	Yes	Yes	Yes	Yes	Yes
30.03.2023	Yes	Yes	Yes	Yes	Yes	Yes

BOARD COMMITTEES

The Board has constituted the following Committees: Audit Committee Nomination and Remuneration Committee

Stakeholders Relationship Committee

AUDIT COMMITTEE

The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Audit Committee:

Sr. No. Name	DIN	Category
1. Mr. Mukesh Kothari	09426753	Non-Executive Independent Director
2. Mrs. Trupti Gada	09426706	Non-Executive Independent Director
3. Mr. Lalit Mange	00141353	Chairman & Managing Director

The following Meetings of the Audit Committee were held during the Financial Year 2022-23:

Sr. No. Date of Committee Meeting	Committee Strength	Number of Members present
1. 30.03.2023	3	3

Maximum members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the Company acts as the Secretary to the Committee.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board. The role of the audit committee includes the following:

Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Review and monitor the auditors independence and performance, and effectiveness of audit process;

Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: o matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; o changes, if any, in accounting policies and practices and reasons for the same; o major accounting entries involving estimates based on the exercise of judgment by management; o significant adjustments made in the financial statements arising out of audit findings; o compliance with listing and other legal requirements relating to financial statements; o disclosure of any related party transactions; o modified opinion(s) in the draft audit report;

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the draft prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up thereon;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the whistle blower mechanism;

Approval of the appointment of a chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing as on the date of coming into force of this provision.

Monitoring the end use of funds raised through public offers and related matters.

Carrying out any other function as is mentioned in the terms of reference of the audit committee. The Audit Committee shall mandatorily review the following information:

Management discussion and analysis of financial condition and results of operations;

Statement of significant related party transactions (as defined by the audit committee), submitted by management;

Management letters/letters of internal control weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control weaknesses;

The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

Statement of deviations: (a) half-yearly statement of deviation(s) including the report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the draft prospectus/notice in terms of Regulation 32(7).

NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Nomination and Remuneration Committee:

Name	DIN	Category
Mrs. Trupti Gada	09426706	Non-Executive Independent Director
Mr. Jaldeep Shah	09426682	Non-Executive Independent Director
Mr. Kishor Mange	07434537	Executive Director

The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2022-23:

Sr. No. Date of Committee Meeting	Committee Strength	Number of Members present
1. 13.01.2023	3	3
2. 30.03.2023	3	3

Maximum members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the Company acts as the Secretary to the Committee.

The terms of reference of the Nomination & Remuneration Committee are:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; Formulation of criteria for evaluation of the performance of independent directors and the board of directors; Devising a policy on diversity the of the board of directors; Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal. To extend or continue the term of appointment of the independent director based on the report of performance evaluation of independent directors. To recommend to the Board all remuneration, in whatever form, payable to senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Stakeholders Relationship Committee:

Name	DIN	Category
Mr. Jaldeep Shah	09426682	Non-Executive Independent Director
Mrs. Trupti Gada	09426706	Non-Executive Independent Director
Mr. Kishor Mange	07434537	Executive Director

The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2022-23:

Sr. No. Date of Committee Meeting	Committee Strength	Number of Members present
1. 30.03.2023	3	3

Maximum members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the Company acts as the Secretary to the Committee.

The terms of reference of the Stakeholders Relationship Committee are:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

No Complaint was received as well as pending during the financial year 2022-23.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held on Thursday, 30^th March, 2022 to;

(i) Review the performance of non-independent Directors and the Board as a whole; (ii) Review the performance of the Chairperson of the company taking into account the views of executive Directors and Non-executive Directors; (iii) Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

GENERAL MEETING

An Extra-Ordinary General Meeting of the Company was held on 25^th May, 2023 for the purpose of appointment of Statutory Auditors of the Company to fill the casual vacancy arised due to resignation of the then existing Statutory Auditors of the Company. Complete details regarding the filling of casual vacancy is given in the subsequent paragraph.

STATUTORY AUDITORS

M/s. P. V. Jain & Co., Chartered Accountants were appointed as statutory Auditors of the Company by the members at their Annual General Meeting held on 30^th November, 2021, for a term of 5 years for the Financial years 2021-22 to 2025-26 for conducting audit in terms of section 139 and 141 of the Companies Act, 2013, and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

However, the Company had listed its equity shares with the National Stock Exchange in November, 2022. As per Regulation 33 (1) (d) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the limited review/ audit report submitted to the Stock Exchange shall be given only by an auditor who has subjected himself /herself to the peer review process of Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board of Directors of the Company then recommended the appointment of M/s. AHJ & Associates, Chartered Accountants (Firm Registration No. 151685W), a peer reviewed firm, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s P. V. Jain & Co. Accordingly, M/s. AHJ & Associates was appointed as the Statutory Auditors of the Company after shareholders approval vide their Extra-Ordinary General Meeting held on 25^th May, 2023, till the conclusion of the 21^st AGM of the Company.

Subject to the approval of the members of the Company, the members of Audit Committee and Board of Directors have considered and recommended the appointment of M/s. AHJ & Associates, Chartered Accountants, (Firm Registration No. 151685W), as the Statutory auditor of the Company, to hold office till the conclusion of 26^th Annual General Meeting of the Company to be held in the year 2028.

AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors Report on the Financial Statements of the Company. The notes forming part of the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further explanations under Section 134 of the Companies Act, 2013. The Report given by the Auditor on the financial statement of the Company is part of this Annual Report and it does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s K C Suthar & Co., Company Secretaries, Mumbai, a peer reviewed firm (holding Certificate of Practice bearing No. 4075), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith marked as “Annexure B” in ‘Form No. MR-3 and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comments of the Board.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Companies Act, 2013 and Rules framed thereunder related to maintenance of cost records is not applicable to the Company being in the service industry.

RISK MANAGEMENT AND GOVERNANCE

The Company has clearly defined systems to manage its risks within acceptable limits by using risk mitigating techniques and have framed a mechanism for timely addressing key business challenges and leveraging of business opportunities.

A robust internal financial control system forms the backbone of our risk management and governance. In line with our commitment to provide sustainable returns to our stakeholders, risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the criteria as laid down in Section 135 of the Companies Act, 2013 and hence the provisions relating to Corporate Social Responsibility are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2022-23, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report as “Annexure C”.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 during the year are as stated below:

A. Conservation of energy

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

a. Replacement of conventional light fittings with LED lights. b. b. Shutting off the lights and systems when not in use. c. c. Minimizing the usage of papers.

ii. Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

iii. The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipments.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

i. Foreign Exchange Earnings: NIL ii. Foreign Exchange Outgo: NIL iii. Advance to Supplier: NIL

CORPORATE GOVERNANCE

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 (“LODR”) the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report. A non-applicability certificate to that effect has been duly submitted to the National Stock Exchange of India.

ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy of Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and administration) Rules, 2014 is placed on website of the Company at www.amiablelogistics.com

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behaviour, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements, incorrect or misrepresentation of any financial statements. The policy provides for adequate safeguards against victimization of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy is available on the Companys website at www.amiablelogistics.com

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in order to pay equitable remuneration to Directors, KMPs and other Employees of the Company and it includes the criteria for determining qualifications, positive attributes, independence of a Director.

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. The Remuneration policy is available on the Companys website at www.amiablelogistics.com

POLICY ON PRESERVATION AND ARCHIVAL OF DOCUMENTS

Your Company has formulated a policy on Preservation and Archival of Documents in accordance with Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy ensures that the Company complies with the applicable document retention laws, preservation of various statutory documents and also lays down minimum retention period for the documents and records in respect of which no retention period has been specified by any law/ rule/regulation. It provides for the authority under which the disposal/destruction of documents and records after their minimum retention period can be carried out. The policy also deals with the retention and archival of corporate records of the Company. The policy provides guidelines for archiving of corporate records and documents as statutorily required by the Company.

The policy on Preservation and Archival of Documents is available on the Companys website at www.amiablelogistics.com

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for Determination of Materiality of Events has been adopted by the Board to determine the events and information which are material in nature and are required to be disclosed to the concerned Stock Exchanges.

The policy for determination of Materiality of Events is available on the Companys website at www.amiablelogistics.com

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.

The Code of conduct for Prevention of Insider Trading is available on the Companys website at www.amiablelogistics.com

CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of unpublished

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Companys website at www.amiablelogistics.com

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

Your Company has always provided a safe and harassment free workplace for every individual especially for women in its premises through various policies and practices. Your Company has been actively involved in ensuring that the clients and all the employees are aware of the provisions of the POSH Act and rights thereunder. There was no complaint received by the Company during the financial year 2022-23 under the aforesaid Act.

SYSTEM DRIVEN DISCLOSURE

SEBI, vide circular dated 1^st December, 2015 had introduced System Driven Disclosures in securities market detailing the procedure to be adopted for its implementation with effect from 1^st January, 2016. As specified in SEBI circular dated 1^st December, 2015 the system is being implemented in phases and in the first phase, the disclosures of promoter/promoter group under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been implemented.

The Company has duly appointed National Securities Depository Limited (NSDL) as Designated Depository to maintain the details as required by SEBI.

STRUCTURED DIDGITAL DATABASE

SEBI, vide the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, introduced the concept of Structured Digital Database which came into effect from 1^st April, 2019. As per Regulation 3(5) of SEBI (PIT) Regulations, 2015, the Board of Directors or head(s) of the organisation of every person required to handle unpublished price sensitive information (UPSI) is required to maintain Structured Digital Database.

As per Regulation 3(2A) of the PIT Regulations, 2015, an intermediary/ fiduciary /other entity shall maintain a separate Structured Digital Database internally, for recording details of:

The UPSI shared and persons with whom such UPSI is shared;

The UPSI shared and the persons who have shared such UPSI with the intermediary/ fiduciary / entity.

The Company has duly approached Orion Legal Supplies for the said maintenance of Structured Digital Database. Orion Legal Supplies has its flagship software Product “THE PIT Archive” which helps in compliance with the above mentioned requirements of SEBI.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure D” to this Report.

GENERAL NOTICE AND DISCLOSURES

Date, Time and Venue of the AGM	Monday, 25th September, 2023 at 02:00 PM
	(IST) through Video Conferencing / Other
	Audio-Visual Means
Registrar & Share Transfer Agent	Bigshare Services Private Limited
Financial Year	2022-23
Date of Book Closure	Friday, 22nd September, 2023 to Monday, 25th
	September, 2023 (both days inclusive)
Listing on Stock Exchange	National Stock Exchange of India Limited
	SME Platform
Symbol	AMIABLE
ISIN	INE0MTP01013

HUMAN RESOURCE DEVELOPMENT

While the pandemic is starting to weaken and the global markets are finally beginning to stabilize, the demands in the logistics industry are still intense, especially when it comes to hiring skilled workers. The management is making all possible efforts to develop hiring practices that drive results, which in turn, will enable the Company to remain competitive in todays growing market.

Even before the pandemic hit, employers in the logistics industry were struggling to find skilled workers. Once COVID-19 hit, not only did the demand for shipping goods significantly increase but the talent pool of skilled, as well as non-skilled, workers shrunk. As the economy begins to stabilize, employers are still finding it difficult to attract skilled workers.

A continuous effort is being made by the management to make the Company a great place of work by providing a platform to employees where they feel empowered and engaged. At Amiable, we always strive for continuous improvement and believe in our strong foundation which gets reflected in our values and systems.

REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNAL

During the financial year 2022-23, there were no significant or material orders passed by the Regulators or Courts or Tribunals which affect the going concern status of the Company and its operations in future.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy required to conduct operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

GREEN INITIATIVE

Electronic copies of the Annual Report 2022-23 and the Notice of 21^st AGM are sent to all members whose email addresses are registered with the Company/depository participants(s). We strongly promote the purpose and intention behind Green Initiative, and accordingly the required processes and efforts have been made to encourage the shareholders to get their email addresses registered, so that Annual Reports, Notices and all other concerned correspondences/ information can be received by them.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers, and other business associates, regulatory and Government authorities for their continued support and contribution to the Companys growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. The Company will make every effort to meet the aspirations of its Shareholders.