Ashapura Logistics Ltd Directors Report

To,

The Members,

ASHAPURA LOGISTICS LIMITED

[CIN: L63090GJ2002PLC040596]

Regd. Office: B-902 Shapath Hexa,

Opp. High Court, S.G.Highway,

Sola, Ahmedabad, Gujarat, India, 380060

Your Directors take great pleasure in presenting the Third (Post-Listing) Boards Report for the financial year ended 31 st March, 2026, along with the Audited Standalone and Consolidated Financial Statements and the Auditors Report. This Report outlines the Companys business performance, operational achievements, and key highlights during the year, together with the Audited Accounts for the period under review.

Chairmans message

Dear Stakeholders,

It is my privilege to address you at the 3 rd Annual General Meeting of your Company as a listed entity. The year under review has been a defining one, as we continued to execute our growth strategy while strengthening the foundations for long-term value creation.

India stands at the crossroads of a major leap in global industrialization, where logistics is set to play a vital role. Recognizing this opportunity, the management has taken a series of steps to ensure readiness and strategic alignment.

In line with our expansion roadmap, the Company has pursued a focused strategy in the transportation segment. During FY 2025-26, we initiated the procurement of 75 new commercial vehicles, significantly augmenting our fleet capacity. This investment is a step towards scaling our operations and serving a wider customer base with greater efficiency. Further acquisitions are planned in FY 2025-26 to build on this momentum and reinforce our competitive positioning.

From a financial standpoint, the Company achieved an increase in EBITDA of ^102.91 lakhs, underscoring the positive impact of operational scale. Profit After T ax (PAT) recorded a marginal increase of ^0.43 lakhs, impacted by higher employee costs to support the expanded business operations, a rise in other operating expenses, and a one-time charge

on account of amortization of deferred IPO-related expenses. While these factors weighed on the bottom line, they represent investments in people and capabilities that will support stronger performance going forward.

As a young listed Company, we are deeply conscious of our responsibilities towards all stakeholders. The Board remains confident that the strategic initiatives undertaken, supported by disciplined execution, will translate into sustainable growth and consistent value creation.

On behalf of the Board, I extend my sincere gratitude to our shareholders for their trust, to our employees for their dedication, and to our customers and business partners for their continued confidence in the Company. Together, we look forward to building a stronger future.

Sincerely,

Sujit Chandrashekhar Kurup

Chairman

1 . Financial Summary & Performance Highlights

The financial performance of the Company for the year ended March 31, 2026 is summarized below:

	Standalone		Consolidated
Particulars (T in Lakhs)	FY 2025-26 (Current Year)	FY 2024-25 (Previous Year)	FY 2025-26 (Current Year)	FY 2024-25 (Previous Year)
Revenue from Operations	25126.38	17554.54	31,857.69	23,096.64
Other Income	143.70	227.56	70.15	165.84
Total Income	25,270.08	17,782.10	31,927.84	23,262.49
Direct Expense	20,652.19	14,044.73	26,031.88	18,106.63
Employee Benefit Expenses	1,201.25	1,159.42	1,536.96	1,425.47
Finance Costs	640.77	398.36	650.55	414.03
Depreciation and Amortization Expenses	848.37	485.14	1,045.91	701.65
Other Expenses	1,014.93	744.73	1,331.88	949.14
Total Expenses	24,357.51	16,832.28	30,597.18	21,596.92
Profit/(Loss) before Exceptional and Extraordinary Item and Tax	912.57	949.72	1330.66	1665.56
Less: Provision for Tax (Current & Deferred)	264.43	248.37	424.89	429.69
Profit After Tax (PAT)	648.14	701.35	905.77	1,235.87
EBITDA	2,401.71	1,833.22	3,027.12	2,781.24
EBIT	1,553.34	1,348.08	1,981.21	2,079.59

2. State of Affairs of the Company ON A STANDALONE BASIS

The Company has earned revenue of Rs. 25,126.38 Lakhs against Rs. 17,554.54 Lakhs in the Previous Year and a has earned a profit of Rs. 648.14 Lakhs as compared to Rs. 701.35 Lakhs in the Previous Year. Your company hopes to generate more revenue in the next financial year. The company has not changed its business activity during the financial year.

ON A CONSOLIDATED BASIS:

The Company has earned revenue of Rs. 31,857.69 Lakhs against Rs. 23,096.64 Lakhs in the Previous Year and a has earned a profit of Rs. 905.77 Lakhs as compared to Rs. 1235.87 Lakhs in the Previous Year. Your company hopes to generate more revenue in the next financial year. The company has not changed its business activity during the financial year.

3. Dividend

With a view to conserve cash resources and plough back profits for funding ongoing business operations, future expansion plans, and strengthening the financial position of the Company, your directors do not recommend any dividend on the Equity Shares for the Financial Year ended March 31, 2026.

The Board is confident that the existing operational capacity will enable the Company to address the increasing market demand, strengthen its market presence, and create sustainable value for its stakeholders.

However, Company has adopted the Dividend Distribution Policy of the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (Listing Regulations), which is available on the Companys website: https://ashapura.in/docs/policies/Policy-on-Dividend- Distribution.pdf

3. Transfer Of Unclaimed Dividend

In accordance with the provisions of Section 124 of the Companies Act, 2013, any dividend amount that remains unpaid or unclaimed for a period of seven consecutive years is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

During the year under review, there were no amounts lying in the Unpaid / Unclaimed Dividend Account that had remained unpaid / unclaimed for seven years or more from the date of their transfer. Accordingly, no amounts were required to be transferred to the IEPF during the financial year. There is no amount lying in the Unpaid Dividend Account that is required to be transferred to the Investor Education and Protection Fund (IEPF).

4. Transfer to Reserves

Company has not transferred any amount from profit to general reserve; profit will be transferred to Profit & Loss Account

5. Subsidiaries, Joint Ventures & Associate Companies

During the year under review, there were no additions to or cessations from the list of subsidiaries, associate companies, or joint venture entities of the Company.

The Company has the following subsidiary and joint venture entities as on March 31, 2026 Jai Ambe Transmovers Private Limited:

Refer Annexure I for the Individual Details including the type of subsidiary and its business operations of Jai Ambe Transmovers Private Limited.

The said subsidiary qualifies as a material unlisted subsidiary of the Company under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). However, since the Company is listed on the SME Exchange, the provisions relating to Corporate Governance under Regulations 17 to 27 of SEBI LODR, including the requirement of Secretarial Audit of a material unlisted subsidiary, are not applicable to the Company. Accordingly, the Secretarial Audit Report of the said subsidiary has not been undertaken.

Ashapura Warehousing Private Limited:

Refer Annexure I for the Individual Details including the type of subsidiary and its business operations of Ashapura Warehousing Private Limited.

Amanzi International Private Limited:

Refer Annexure I for the Individual Details including the type of subsidiary and its business operations of Amanzi International Private Limited.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of financial statements of subsidiaries/joint ventures/associates in Form AOC-1 is attached as Annexure-1 to this Report.

6. Share Capital & Debentures

During the year under review, the Paid-up Share Capital of the Company remained unchanged. The share capital of the Company as of the end of March 31, 2026 stood as follows:

Authorized Capital : Rs.15,00,00,000/- (divided into 1,50,00,000 Equity Shares of Rs. 10/- each)

Issued, Subscribed & Paid- up capital : Rs. 13,55,61,210/- (divided into 1,35,56,121 Equity Shares of Rs. 10/- each)

Further, The Company has not issued any shares with differential voting rights, sweat equity, or debentures during the year.

7. Directors And Key Managerial Personnel (KMP)

Your Board has the right mix of Independent Directors (which includes Woman Director) and Executive Directors, which blends and supports discussions which turn into meaningful and strategically aligning decisions. As the Executive Directors come with strong Industrial and Operational Experience, the Independent Directors have the mix of Industrial, Banking, Financial and Legal Expertise. All the Independent Directors support effective communication and governance, which culminates in better understanding and better decision-making capabilities.

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their detailed composition along with their attendance is mentioned below. The composition of the Board and its committee is also available on the website of the company at https://ashapura.in/management-&-committees.php

Composition of Board of Director as on 31st March, 2026 is as follows:

Sr. No Name	DIN	Designation	Nature of Directorship
1 Sujith Chandrashekar Kurup	00133346	Chairman & Managing Director	Executive Director
2 Chitra Sujith Kurup	02578525	Whole Time Director	Executive Director
3 Thomaskutty Varghese	10552412	Independent Director	Non-Executive
4 Satyacharan Chanderdeo Tiwari	10480931	Independent Director	Non-Executive
5 Umakant Kashinath Bijapur	07269181	Independent Director	Non-Executive
6 Vashishath Pinakin Raval	--	Chief financial officer	Key Managerial personnel
7 Riya Sanjay Prajapati	--	Company Secretary & Compliance officer	Key Managerial personnel

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act,2013 (the Act).

The Board meets at regular intervals to discuss and decide on the Companys performance and strategies. During the financial year under review, the Board met five (5) times and the gap between two meetings did not exceed one hundred and twenty days (120).

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	29-05-2025	5	4
2.	03-09-2025	5	5
3.	10-11-2025	5	5
4.	14-11-2025	5	5
5.	08-01-2026	5	3

• Re-appointment by Rotation: In terms of Section 152 of the Act, Ms. Chitra Sujith Kurup (DIN: 02578525) retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment.

• Independent Directors: All Independent Directors have given declarations that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI LODR.

• Changes in Directors/KMP: Following changes in the composition of the Board occurred during the year:

1. Appointments:

S. No.	Name	Designation	Date of Appointment
1.	Riya Sanjay Prajapati	Company Secretary	10/11/2025
2.	Vashishath Pinakin Raval	CFO	08/01/2026

2. Cessation:

S. No.	Name	Designation	Date of Cessation
1.	Priyanka Gyanchand Jain	Company Secretary	06/05/2025
2.	Sandip Navinchnadra Mota	CFO	13/10/2025

Board Committees and its Meetings

The Board has constituted statutory committees in compliance with the Companies Act, 2013 and SEBI LODR Regulations:

1. Audit Committee

2. Nomination & Remuneration Committee (NRC)

3. Stakeholders Relationship Committee (SRC)

4. Corporate Social Responsibility (CSR) Committee

AUDIT COMMITTEE

Our Company has in place a duly constituted Audit Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The Audit Committee of the company consists of two Independent Directors and one Executive Director of the Company. All the Directors have good understanding Finance, Accounts and Law.

The Composition of the Audit Committee and details of participation of the Members at the Meetings of the Committee during the year are as under:

Composition of audit committee of the company is as follows:

Sr. No.	Name of Member	Designation	Nature of Directorship
1	Thomaskutty Varghese	Chairman	Non-Executive Independent Director
2	Satyacharan Chanderdeo Tiwari	Member	Non-Executive Independent Director
3	Umakant Bijapur	Member	Non-Executive Independent Director

During the year, Audit Committee met as and when required. All the committee members were present at that meeting.

Sr. No.	Date of Meeting	Committee Strength	No. of Members Present
1.	29-05-2025	3	3
2.	03-09-2025	3	3
3.	14-11-2025	3	3
4.	08-01-2026	3	3

The term of reference of Audit Committee is as below:

The scope of audit committee shall include, but shall not be restricted to, the following;

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

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity

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

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. 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;

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

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

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

6. 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 offer document / prospectus / notice and the report submitted by the

monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

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

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

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

13. Reviewing the adequacy of 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;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. 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 a material nature and reporting the matter to the board;

16. 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;

17. 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;

18. To review the functioning of the whistle blower mechanism;

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

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore 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

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. management letters / letters of internal control weaknesses issued by the statutory auditors;

3. internal audit reports relating to internal control weaknesses; and

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

5. statement of deviations:

a. quarterly statement of deviation(s) including 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 offer

document/prospectus/notice in terms of Regulation 32(7).

- NOMINATION AND REMUNERATION COMMITTEE

Our Company has in place a duly constituted Nomination and Remuneration Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The Nomination and Remuneration Committee of the company consists of three Independent Directors of the Company.

Composition of Nomination and Remuneration Committee of the company is as follows:

Sr. No.	Name of Member	Designation	Nature of Directorship
1	Satyacharan Chanderdeo Tiwari	Chairman	Non-Executive Independent Director
2	Thomaskutty Varghese	Member	Non-Executive Independent Director
3	Umakant Kashinath Bijapur	Member	Non-Executive Independent Director

During the year, Nomination and Remuneration Committee met once on January 08, 2026, 2025. All the committee members were present at that meeting.

The term of reference of Nomination & Remuneration Committee is as below:

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

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

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

4. Devising a policy on Board diversity, if any;

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

6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. recommend to the board, all remuneration, in whatever form, payable to senior management.

8. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

9. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

The performance evaluation of the Independent Director was evaluated by the Board after seeking inputs from all the independent directors on the basis of the criteria such as participation in decision making and rendering unbiased opinion; participation in initiating new ideas and planning of the company etc.

The board reviewed the performance of the independent directors on the basis of the criteria such as the contribution in raising concerns to the Board, safeguarding of confidential information, rendering independent unbiased opinion etc. The web link is chrome- https://ashapura.in/docs/policies/Policy-on-Evaluation-of-Board-and-Independent- Directors.pdf

During the year, the Board accepted all the recommendations/inputs as laid by the Committees to the Board of Directors.

REMUNERATION OF DIRECTORS

During the year company has paid following remuneration to the directors as follows:

Name	Category	Remuneration
Sujith Chandrasekhar Kurup	Executive Managing Director	Rs.69.12 Lakh
Chitra Sujith Kurup	Executive Whole Time Director	Rs. 13.65 Lakh
Thomaskutty Varghese	Non-Executive Independent Director	NIL
Satyacharan Chanderdeo Tiwari	Non-Executive Independent Director	NIL
Umakant Kashinath Bijapur	Non-Executive Independent Director	NIL

REMUNERATION POLICY

The Company has adopted and implemented the Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the website of the Company chrome- https://ashapura.in/docs/policies/Policy-on-Nomination-and- Remuneration.pdf

The remuneration payable to Directors, Key Managerial Personnel and Senior Management Person will involve a balance between fixed and incentive pay reflecting short term and long- term performance objectives appropriate to the working of the Company and support in the achievement of Corporate Goals.

The criteria for making payment to the non-executive director is available on the website of the company chrome- https://ashapura.in/docs/policies/Policy-on-Terms-of-Appointment-of-Independent-Directors.pdf.

- STAKEHOLDER, SHAREHOLDER AND INVESTOR GRIEVANCE COMMITTEE

The composition of the stakeholder, shareholder and investor grievance committee and details of participation of the members at the meetings of the committee during the year are as under: Composition of the Committee is as follows:

Sr. No.	Name of Member	Designation	Nature of Directorship
1	Umakant Kashinath Bijapur	Chairman	Non-Executive Independent Director
2	Thomaskutty Varghese	Member	Non-Executive Independent Director
3	Sujith Chandrasekhar Kurup	Member	Managing Director

During the year, Stakeholders Relationship Committee met once on December 24, 2025. All the committee members were present at that meeting.

The term of reference of Stakeholders Relationship Committee is as below:

1. 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.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. 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.

4. 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.

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; the details regarding investors complaints are as follows:

Status of Complaints pending, received, disposed and unresolved:

Number of Shareholders Complaints Pending at the end of the year	No pending Complaints
Number of Shareholders Complaints received during the year	Nil
Number of Shareholders Complaints disposed during the year	Nil
Number of Shareholders Complaints remain unresolved during the year	Nil

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company has constituted a Corporate Social Responsibility committee (CSR Committee). The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR activities.

The composition of the corporate social responsibility committee and details of participation of the members at the meetings of the committee during the year are as under:

SN	Name of Director	Category	Designation
1.	Sujith Chandrasekhar Kurup	Chairperson	Managing Director
2.	Thomaskutty Varghese	Member	Independent Director
3.	Chitra Sujith Kurup	Member	Whole-Time Director

During the year, Corporate Social Responsibility Committee met once on December 24, 2025. All the committee members were present at that meeting.

The terms of reference of the CSR Committee include the following:

1. To formulate and recommend to the Board, a CSR policy.

2. To prepare Annual Action Plan on CSR and recommend to the Board; which will indicate the activities to be undertaken by the Company as well as the amount of expenditure to be incurred on the activities referred to in the CSR policy, manner of implementation of CSR activities and monitoring the same.

3. To prepare a transparent monitoring mechanism for ensuring implementation of the projects / programmes activities proposed to be undertaken by the Company.

4. To report the details of CSR activities undertaken and carried out by the Company in Directors Report and display the same on the website of the Company.

8. Declaration by Independent Directors

The Company has received the below set out declarations and confirmation from all the Independent Directors:

(a) that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and the Listing Regulations;

(b) there has been no change in the circumstances affecting their status as Independent Directors of the Company;

(c) that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

(d) that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

All the Independent Directors of the Company have given these declarations confirming compliance with the provisions of the Act, read with the Rules made thereunder and Listing Regulations including criteria of independence, Code of Conduct for Independent Directors and registration in Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).

Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties and give an independent judgment without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report.

9. Meeting Of Independent Directors:

A separate meeting of Independent Directors was held on 25 th March, 2025, to review the performance of the NonIndependent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.

10. Familiarization Programmes to Independent Directors:

The Company has a defined policy on the Familiarization Programme for Directors, aimed at ensuring continuous awareness and engagement. The Board is regularly apprised of any amendments, regulatory changes, or emerging market trends, irrespective of the sectoral relevance. In addition, all strategic and operational communications relevant to the Company are appropriately shared with the Independent Directors. The Company also maintains updated disclosures on its website regarding the Familiarization Programmes conducted for its directors, in line with applicable regulatory requirements.

The Company, through its Company Secretary, Executive Director or Manager as well as other Senior Managerial Personnel, conducts presentations/programs to familiarize the Independent Directors with the strategy, operations and functions of the company inclusive of important developments in business. The web link is https://ashapura.in/docs/policies/Policv-on-Familiarization-Program-for-Independent- Directors.pdf

The terms and conditions of independent directors is available on the website of the company at

https://ashapura.in/docs/policies/Policv-on-Terms-of-Appointment-of-Independent-Directors.pdf

11. Particulars Of Loans, Guarantees and Investments

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this annual report.

12. Particulars Of Contracts and Arrangements with Related Parties:

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in the ordinary course of business and were on an arms length basis. The policy on Related Party Transaction is uploaded on the website of the company.

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

The web link is chrome- https://ashapura.in/docs/policies/Policy-on-Related-Party-Transactions.pdf

Particulars of material contract or arrangements or transactions at arms length basis is disclosed as per the prescribed form AOC-2 forms an integral part of this Report and is annexed herewith as Annexure - 4 in form AOC-2 for your kind perusal and information.

13. Extract of Annual Return:

Pursuant to Section 134 (3) and Section 92(3) of the Companies, Act 2013 and Rules framed thereunder, the extract of the Annual Return for FY 2024-25 is uploaded on the website of the Company and the same is available at https://ashapura.in/annual-report.php

14. Management Discussion and Analysis Report:

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis Report for the year under review has been annexed as Annexure - VIII to the Directors Report.

15. 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 therefore, pursuant to Regulation 15(2) of SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance 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 shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities. Hence, your Company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015 and Corporate Governance does not form part of this Boards Report.

16. Auditors:

Statutory Auditors:

The Members at the Annual General Meeting of the Company held on September 30, 2023, had appointed M/s. Talati and Talati LLP as the Statutory Auditor of the Company to hold office for a term of three years i.e., upto financial year ending 31st March, 2026.

There are no qualifications or adverse remarks in the Auditors Report. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

Secretarial Auditor:

M/s. Keyur J. Shah and Associates as the Secretarial Auditor in Board Meeting dated 13-05-2025 to undertake the Secretarial Audit of the Company for the financial Year ended March 31, 2026.

The Secretarial Report has been annexed as Annexure -III to the Directors Report. The Secretarial Audit Report which contain qualified remarks under applicable provisions. The Company has submitted the explanation against qualified remarks and is hopeful that matter to be resolved favourably. The Company to the extent possible has complied with the applicable provisions of the SEBI (LODR) and Secretarial Standards.

Further as per the recent amendment under SEBI Listing Regulations pertaining to Appointment of Secretarial Auditor, M/s. Keyur J. Shah & Associates had given their consent to act as Secretarial Auditors, accordingly, the Board in the meeting held on May 13, 2025 recommended their appointment for financial year 2025-26, which is subject to approval of the members. The resolution pertaining to the appointment forms part of the Notice convening the Annual General Meeting.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of the Company had appointed internal auditor M/s GBP and Associates. for the financial year 2025-26.

The Internal Auditor directly reports to the Audit Committee.

17. Comments On Auditors Report:

M/s Talati and Talati LLP, Chartered Accountants, have submitted Auditors Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31 st March 2026. The notes referred to in the Auditors Report are self-explanatory and as such they do not call for any further explanation.

18. Maintenance of Cost Records:

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies. Given the nature of services being rendered by the Company, the requirement of maintaining cost records under section 148(1) is not applicable.

19. Change in nature of business, if any:

During the Financial year, there has been no change in the business of the Company or in the nature of business carried by the Company during the financial year under review.

20. Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys Operations in future:

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in nature.

21. Material Changes and Commitments if Any affecting the Financial Position of the Company:

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

22. Directors Responsibility Statement:

Apart from being on the Board and approving strategic and operational decisions, your Directors have certain responsibilities as well towards you, our fellow Members and hence pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby confirm:

a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

d) That the directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

23. Particulars of Employees and Related Disclosures:

The Company remains committed to nurturing a performance-driven and inclusive culture, with a strong focus on employee development, engagement, and overall well-being. The Board of Directors expresses its sincere appreciation for the dedication, professionalism, and commitment of all employees, whose contributions have been pivotal to the Companys consistent performance and long-term growth.

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the companies (appointment and remuneration of managerial personnel) Amendment rules, 2016. The necessary disclosures have been annexed as Annexure - II to the Directors Report.

24. Statement On Risk Management:

The Company recognizes that effective risk management is integral to achieving its strategic objectives and safeguarding stakeholder value. A comprehensive risk management framework is in place to identify, assess, and mitigate potential risks across operational, financial, strategic, and compliance areas.

The Board of Directors, supported by the management team, periodically reviews key risks and ensures that appropriate systems, policies, and internal controls are implemented to minimize their impact. The Company also monitors emerging risks arising from market dynamics, regulatory changes, technology shifts, and other external factors.

By embedding a culture of risk awareness and accountability at all levels, the Company strives to proactively address challenges, enhance resilience, and ensure sustainable long-term growth.

The Board of Directors affirms that the Companys risk management system i s adequate and commensurate with the size and complexity of its operations and provides reasonable assurance that risks are being effectively monitored and managed.

25. Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as Annexure - V and forms part of this report.

26. Certification by Managing Director/ Chief Financial Officer:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR) relating to declaration by CEO/CFO is not applicable to the company.

27. Corporate Social Responsibility (CSR):

Corporate Social Responsibility (CSR) is an integral part of the Companys business philosophy. The Company undertakes its CSR initiatives not merely as a statutory obligation but with genuine commitment, thereby positively impacting thousands of lives across India.

In compliance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated and adopted a CSR Policy. The policy is available at: https://ashapura.in/.

The detailed note on CSR expenditure of the company undertaken during the year has been annexed as Annexure - VI to the Directors Report.

28. Annual Evaluation:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, considering the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

29. Companys policy on directors appointment & remuneration:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independe nce of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 the same is available on companys website.

Companys policy on directors appointment and remuneration is available in the web link chrome- https://ashapura.in/docs/policies/Policy-on-Nomination-and-Remuneration.pdf

30. Deposit:

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

31. Internal Financial Control System:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed. The Company has adequate internal financial controls in place, commensurate with its size and the nature of business.

32. Adequacy of internal financial controls with reference to the financial statements:

The Company has established and maintained adequate internal financial controls, commensurate with the size, scale, and nature of its operations. These controls ensure the orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial statements.

The internal financial control systems are reviewed periodically by the management and audited by both internal and statutory auditors. The Board of Directors, through the Audit Committee, monitors the effectiveness of these controls and ensures that any identified weaknesses are promptly addressed.

Based on the framework of internal controls in place and the review carried out, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements are adequate and operating effectively.

Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board report. The detailed report forms part of Independent Auditors Report.

33. Disclosures of establishment of Whistle Blower Policy / Vigil Mechanism:

The Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities off unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company. During the year under review, there were no instances of fraud reported to the Audit Committee or the Board.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Companys website. The web link is chrome- https://ashapura.in/docs/policies/Policy-on-Vigil-Mechanism-Whistle- Blower-for-Directors-and- Employees.pdf

34. Statutory Information:

The Company is an integrated logistics company in India, primarily operating in (i) Cargo handling and freight forwarding segment; (ii) Transportation (including project logistics and third-party logistics (3PL)); (iii) Warehousing and Distribution and (iv) other services (including coastal movement) and is the member of EMERGE platform of National Stock Exchange of India Limited (NSE EMERGE). Apart from this business, the company is not engaged in any other business/activities.

35. Compliance With Secretarial Standards Issued by The Institute Of Company Secretaries of India (ICSI)

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36. Code Of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

37. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to certificate of non-disqualification of directors is not applicable to the company as company has listed its specified securities on the NSE EMERGE Platform.

38. Details In Respect of Frauds Reported by Auditors Under Sub-Section (12) Of Section 143:

Your Directors have exercised due care and implemented appropriate measures to prevent and detect any fraud on or by the Company. Furthermore, pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud committed against the Company by its officers or employees to the Board.

39. Insurance:

All properties and insurable interests of the Company, including buildings, plant and machinery, and stocks, wherever necessary and to the extent required, have been adequately insured. The Company reviews the insurance coverage annually to ensure it remains appropriate and adequate.

40. Research & Development:

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is in significant in relation to the nature size of operations of your Company.

Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of research & development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people. The company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of company.

41. Disclosures Pertaining to The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your company adopted policy of Prevention of Sexual Harassment of Women at Workplace. There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment, internal complaints committee has been set up to redress the complaints, if any.

The constitution of Internal Complaints Committee is as follows:

Sr. No.	Name	Position
1.	Ms. Divyashree Pillat	Chairperson
2.	Ms. Rashmi Gomes	Co-Chairperson
3.	Ms. Bava Jil	Member
4.	Ms. Prajapati Riya	Member
5.	Ms. Namrata Rathod	Member
6.	Mr. Parmar Pratik	Member
7.	Ms. Jaina Sharad Bhatt	External Member

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company did not receive any complains on sexual harassment during the year and hence no complaints remain pending as of 31 st March, 2026. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

42. Code Of Conduct For Prevention Of Insider Trading:

The Company has adopted the Code of Conduct for regulating, monitoring and reporting of Trading by Insiders in accordance with the requirement of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Companies Act, 2013. The Code of internal procedures and conduct for Regulating, monitoring and Reporting of Trading by Insiders is available on chrome- https://ashapura.in/docs/policies/Policy-on- Internal-Procedures-and-Conduct-for-Prevention- of-Insider-Trading.pdf

43. Details Of Applications Made Under The Insolvency And Bankruptcy Code, 2016:

During the period under review, the Company has not filed any application under the Insolvency and Bankruptcy Code, 2016, nor are there any proceedings pending against the Company under the said Code.

44. The Details of Difference Between Amount of Valuation Done at the Time of one time settlement and the valuation done while taking Loans from the Banks or Financial Institutions along with the reasons thereof

The above provision is not applicable to the Company, as it has not entered into any settlement with Banks or Financial Institutions during the year under review.

45. Disclosures Pursuant to The Companies Act, 2013:

Section 134 of the Act enjoins upon the Board a responsibility to make out its report to the shareholders and attach the said report to financial statements laid before the shareholders at the annual general meeting, in pursuance of Section 129 of the Act.

The provisions of Section 134, which enumerates the disclosures required to be made in the Boards Report, are applicable to the Directors Report for the financial year commencing on or after 1stApril, 2014.

46. Credit Ratings:

During the year under review, the Company has neither obtained any credit rating from a credit rating agency nor has there been any revision in the credit rating of the Company. The Company shall obtain credit ratings as and when required in compliance with the applicable regulatory provisions.

47. Failure To Implement Any Corporate Action:

During the period under review, the company has duly complied in completing or implementing any corporate action within the specified time limit. There is no failure to implement any Corporate Action during the said period.

48. Listing Fees:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: ASHALOG), where its securities are listed

49. Acknowledgement:

Your directors place on records their deep appreciation for the hard work, dedication, and commitment demonstrated by employees at all levels, whose continued support and co-operation have been integral to the Companys operations and performance.

The Board also conveys its sincere gratitude to the Shareholders, Bankers, Regulatory Authorities, and other business partners for their constant support and valuable assistance during the year under review.

performance.

Further, the Directors express their deep sense of appreciation for the commitment and professionalism of all executives, officers, and staff, which has contributed significantly to the Companys sustained growth and successful

Date: 31/08/2026	For and on behalf of the Board of Directors of
Place: Ahmedabad	Ashapura Logistics Limited
	Sd/-	Sd/-
	Sujith Kurup	Chitra Kurup
	Chairman and Managing Director	Whole Time Director
	DIN:00133346	DIN:02578525