Brace Port Logistics Ltd Directors Report

Dear Members

BRACE PORT LOGISTICS LIMITED

Your directors take pleasure in presenting their 06th Annual Report on the business and operations of the Company together with the Audited Financial Statement for the financial year ended March 31, 2026.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial performance of your company for the Financial Year ended on March 31, 2026 is given below:

(Amount in Lacs)

	Standalone		Consolidated
The brief financial results are as under	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Net Sales/lncome from Business Operations	6162.67	8558.20	6162.67	8558.20
Add-Other Income	159.19	93.65	159.19	93.65
Total Income	6321.86	8651.85	6321.86	8651.85
Less: Expenses	5706.71	7725.93	5712.51	7733.46
Less: Exceptional Items	3.12	-	3.12	-
Profit before tax	612.03	925.92	606.23	918.39
Less: Current Income Tax	183.79	241.77	183.79	241.77
Less: Deferred Tax expense/ (income)	(20.47)	(1.96)	(20.47)	(1.96)
Profit for the Period	448.71	686.11	442.91	678.58
Total Other Comprehensive income/ loss for the year	1.14	0.71	1.01	0.78
Total Comprehensive income/ loss for the year	449.85	686.82	443.92	679.36
Earnings per share (Basic) in Rs	3.97	6.81	3.92	6.74
Earnings per Share (Diluted) in Rs.	3.97	6.81	3.92	6.74

TRANSFER TO RESERVES

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

BRIEF DESCRIPTION OF THE COMPANYS AFFAIR & FUTURE OUTLOOK

During the financial year 25-26, Company has engaged in the business of Cargo Logistics Services to its client in different industries and such services as Air Freight, Ocean Freight, Warehousing, Special Cargo movement etc. During the year under review, on standalone basis, Company has earned revenue of INR 6162.67 Lacs in Comparison of INR 8558.20 Lacs in previous year and profit before tax stand at INR 612.03 Lacs in Comparison of INR 925.92 Lacs, whereas after making provision of Tax Profit after tax stand at INR 448.71 Lacs against of INR 686.11 Lacs in previous year. Consequently, earning per share has decreased to Rs. 3.97 compared to Earnings per share of Rs. 6.81 for the previous Financial Year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant and material order by any regulators. Tribunal or Courts which shall impact the going concerns status & Companys operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTINGTHE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

SHARE CAPITAL

During the year under review there was no changes in share capital of the Company, the Authorised Share Capital of the Company was Rs. 15,000,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 equity shares of Rs. 10 each and Issued, Subscribed and Paid-up Share Capital of the Company was Rs. 11,30,12,000/- (Rupees Eleven Crore Thirty Lacs Twelve Thousand Only) divided into 1,13,01,200 equity shares of Rs. 10 each. The Company has not issued any equity shares with differential voting rights or any sweat equity shares.

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

During the financial year 2025-2026 no Directors and Key Managerial Personnel has been appointed or resigned except the following:

s. No.	Name	Designation	DIN/PAN	Date	Appointment/Change in Designation/Resignation
1	Deepak Sonthaliya	Independent Director	10192017	29.09.2025	Cessation
2	Gunjan Kayastha Agarwal	Independent Director	10306147	15.08.2025	Cessation
3	Rajni	Additional Director-Independent	10650061	13.11.2025	Appointment
4	Rupinder Kaur	Additional Director-Independent	11117327	13.11.2025	Appointment

DIRECTOR LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Himanshu Chhabra (DIN: 09018796) whose office is liable to retire by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") recommends his reappointment. Appropriate resolution for reappointment of Mr. Himanshu Chhabra as the Director of the Company is being placed for the approval of the shareholders of the Company at the ensuing AGM.

BOARD EVALUATION

Pursuant to the Provisions of Section 178 of the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015, Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation

of independent directors, executive directors and board whole as well as working of its Audit, Nomination and Remuneration committee has been carried out during the financial year 2025-26.

STATEMENT ON DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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

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

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

ANNUAL PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules issued there underand SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the Financial Year 2025-26.

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

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. During the reporting period, no adverse remarks or qualifications were notified and/or in respect of the Board, its committees and/or any of the Directors.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

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

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

BOARD DIVERSITY

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

COMMITTEES OF THE BOARD

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

As on March 31, 2026, Company has 04 (Four) Committees namely Audit Committee, Nomination & Re-muneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The details of the composition of the Board and its Commit-Tees are placed on the Companys website at www.braceport-logistics.com

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

A. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Compa--nies Act, 2013. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Com--mittee reviews reports of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

THE COMMITTEE CONSISTS OF THE FOLLOWING MEMBERS AS ON MARCH 31, 2026

Name of Committee Members	Status in the Committee	Category	Number of meetings attended
Ms. Rupinder Kaur	Chairperson	Independent Director	2
Ms. Megha Aggarwal	Member	Independent Director	4
Mr. Sachin Arora	Member	Managing Director	4

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakehold-ers Relationship Committee reviews the complaints received from the stakeholders of the compa--ny as and when required and discusses their findings, suggestions, observations and other related matters.

The Committee consists of the following Members as on March 31, 2026:

Name of Committee Members	Status in the Committee	Category	Number of meetings attended
Ms. Rupinder Kaur	Chairperson	Independent Director	N.A.
Mr. Rishi Trehan	Member	Whole-Time Director	N.A.
Mr. Sachin Arora	Member	Managing Director	N.A.

C. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. The Companys Policy on appointment and remuneration of Directors and Key Managerial Personnel, has been disclosed on the Compa--ny website www.braceport-logistics.com

Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

The Committee consists of the following Members as on March 31, 2026:

Name of Committee Members	Status in the Committee	Category	Number of meetings attended
Ms. Rupinder Kaur	Chairperson	Independent Director	0
Ms. Megha Aggarwal	Member	Independent Director	2
Mr. Himanshu Chhabra	Member	Director	2

D. INDEPENDENT DIRECTOR MEETING

The directors met on 17.02.2026 for Review the Performance of Non-Independent Directors and the Board as a Whole and others.

Name of Independent Director	Status in the Meeting held	Category	Number of meetings attended
Ms. Rupinder Kaur	Chairperson	Independent Director	1
Ms. Megha Aggarwal	Member	Independent Director	1
Ms. Rajni	Member	Independent Director	1

DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS

In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 2013, 05 (Five) Board Meetings were held during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the financial year 2025-26 board of directors met 05 (Five) times on 28.05.2025, 30.08.2025, 13.11.2025, 04.12.2025 and 17.02.2026.

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

The particulars of loans, guarantees or investments made during the Financial Year 2025-26, if any, have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for the Financial Year ended March 31,2026, as per the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013.

DIVIDEND

During the year under review, the Board of Directors of the Company declared an Interim Dividend of INR 0.85/- per share in the meeting held on 17th February, 2026 and paid to the shareholders as on Record date.

The Board of Directors has also recommended final dividend @ Rs. 1 per share for the financial year ended 31st March 2026, subject to approval of shareholders.

TRANSFER OF AMOUNTS TO INVESTER EDUCATION AND PROTECTION FUND

An amount of Rs3,808 remains unpaid and unclaimed as on 31st March 2026. However, no amount is due for transfer to the Investor Education and Protection Fund (IEPF) under the provisions of the Companies Act, 2013. Accordingly, the Company was not required to transfer any amount to the Investor Education and Protection Fund (‘IEPF) of the Government of India during the year under review.

DEPOSITS

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

STATUTORY AUDITORS

M/s Bhagi Bhardwaj Gaur & Co., Chartered Accountants (FRN: 007895N) Peer Reviewed Firm was appointed as statutory auditors of the company at 04th Annual General Meeting to hold office as such until the conclusion of the AGM of the company to be held in the year 2029. The statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable guidelines and regulations.

AUDITORS REPORT

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company was appointed (MSTR & ASSOCIATE) Company Secretaries to undertake the Secretarial Audit of the Company for the financial Year ended March 31,2026. The secretarial Report has been annexed as ‘Annexurel to the Directors Report. There are no qualifications or reservation or adverse remarks or disclaimers in the said report.

COST AUDITOR

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

INTERNAL AUDITORS

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys processes. M/s AEPN and Associates was appointed as Internal Auditor of the Company for the financial Year ended March 31, 2026. The Internal Audit function develops an audit plan for the Company, which inter-alia, covers core business operations as well as support functions and is reviewed and approved by the Board on an annual basis. The internal audit approach verifies compliance with the operational and system related procedures and controls.

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

REPORTING OF FRAUDS BY AUDITORS

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

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

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

RESEARCH & DEVELOPMENT

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

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

Content created by us enables better learning and enhanced profit.

ii. Future Plan of Action	Aggressive growth
iii. Expenditure on R&D:	NIL

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, the Company has one Wholly Owned Subsidiary and one Associate Company, details of which are provided below:

Sr no.	Name of Body Corporate	Formation No.	Relation	Country
1.	Braceport Logistics L.L.C.-FZ	2425390	Wholly Owned Subsidiary	Dubai, UAE
2.	AllGlobal Logistics Inc.	1599572-8	Associate Company	Canada

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a Companys subsidiary and associate company in Form AOC-1 is annexed to this Report as Annexure III.

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

RISK MANAGEMENT POLICY

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

INTERNAL FINANCIAL CONTROLS

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

During the Financial Year 2025-26, such controls were tested and no reportable material weakness in the design or operation was observed.

VIGIL MECHANISM

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

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the annual return for Financial Year 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be accessed by using the link www.braceport-logistics.com

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

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, it has been observed that there is no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof hence, this provision is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the Profit and Loss of the Company for that period;

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

d. the directors have prepared the annual accounts on a going concern basis; and

e. the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

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

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2025-26.

OBSERVANCE OF THE SECRETARIAL STANDARDS

The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Act, 2013 during FY 2025-26, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1" and "SS-2") relating to ‘Meetings of the Board of Directors and ‘General Meetings issued by the Institute of Company Secretaries of India ("ICSI") and notified by MCA.

CAUTIONARY STATEMENT

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

GREEN INITIATIVE

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 6thAnnual General Meeting of the Company including the Annual Report for FY 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

Your Company has adopted a Corporate Social Responsibility (CSR) Policy and undertaken CSR activities in accordance with the requirements of Section 135 of the Companies Act, 2013 and the rules framed thereunder. The CSR Policy is available on the Companys website at www.braceport-logistics.com. The Annual Report on CSR activities, as required under Section 135 of the Act and the applicable rules, forms part of this Report and is annexed herewith as Annexure V.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In term of Regulation 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report and is enclosed as Annexure VI.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2026, the Board consists of Nine members, including one Managing Director, one whole-time directors and three independent directors and four other directors.

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

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

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

None of the employees of the Company are in receipt of remuneration exceeding the limits prescribed in (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further in Compliance of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are as follows:

1.	The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2025-26
Sr. No.	Name of the Director	Ratio of remuneration to the median remuneration of the employees
1.	Sachin Arora	9.70
2.	Rishi Trehan	8.54
II.	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2025-26.
Sr No.	Name of the Director/ CFO/ Company Secretary	% increase over last F.Y.
Sr. No.	Name of the Director	Ratio of remuneration to the median remuneration of the employees
1.	Sachin Arora	6.86%
2.	Rishi Trehan	6.85%
3.	Radhakrishnan Pattiyil Nair	9.80%
4.	Megha Verma	9.79%
4.	The percentage increase in the median remuneration of employees in the financial year is 18.36%	18.36%
IV.	The number of permanent employees on the rolls of the Company as on 31st March, 2026	25
V.	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	The average percentile increases in the salaries of employees other than managerial personnel in the financial year 2025-26 was 16.87%, whereas the percentile increase in managerial remuneration was 7.52%.
VI.	The key parameters for any variable component of remuneration availed by the directors	NIL
VII.	Affirmation that the remuneration is as per the remuneration policy of the Company	Pursuant to Rule 5(l)(xii) of the Companies (Appointment and Remuneration of Managerial Per-sonnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Person-mel and Senior Management is as per the Remuneration Policy of your Company.

POLICIES

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

LISTING WITH STOCK EXCHANGE

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

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Provisions of Clause F of Schedule V of Regulation 34 of Details of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to the Company as Company does not have any Demat Suspense Account/ Unclaimed Suspense Account as on 31st March 2026.

CORPORATE GOVERNANCE REPORT

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

PREVENTION OF INSIDER TRADING

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

SYSTEM AND INFORMATION:

The Companys operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business we have firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

ACKNOWLEDGEMENTS

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

By order of the Board of Directors
BRACE PORT LOGISTICS LIMITED
SACHIN ARORA	RISHI TREHAN
Managing Director	Whole Time Director
DIN:08952681	DIN:08952682
	Place: New Delhi
	Date: 29.08.2026