Chartered Logistics Ltd Directors Report

To,

The Members,

Your directors pleased to present the 31^st Annual Report and Audited Accounts of the Company along with the Report of the Business and operations of your Company ("the Company or CLL") for the financial year ended March 31, 2026 ("year under review").

FINANCIAL RESULTS:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below: Amount (Rs. in Lakhs)

Sr. Particulars	Consolidated		Standalone
No.	31-03-2026	31-03-2025	31-03-2026	31-03-2025
Revenue from operations	7154.76	7661.10	7154.76	7661.10
Other income	256.41	207.23	256.41	207.23
(1) Total Income	7411.17	7868.33	7411.17	7868.33
Operating Expense	6414.45	6702.27	6414.45	6702.27
Employee benefit expense	175.71	142.52	175.71	142.52
Finance Cost	218.59	231.78	218.59	231.78
Depreciation, depletion and	174.56	159.83	174.56	159.83
amortisation expense
Other Expenses	461.54	469.20	455.95	453.38
Total expenses	7444.86	7705.60	7439.26	7689.78
(2) Total profit before exceptional	(33.69)	162.72	(28.09)	178.54
items and tax
Exceptional items	-	-	-	-
(3) Total profit before tax	(33.69)	162.72	(28.09)	178.54
Less : Provision for Taxation :
(a) Income Tax	41.52	64.00	41.52	64.00
Add (b) Deferred Tax	(13.53)	(24.91)	(13.72)	(24.14)
(c) Excess Provision of earlier years	170.64	Nil	170.64	Nil
(Net)
Sub-total	198.63	39.09	198.43	39.86
(5) Profit/(loss) after Tax for the year	(232.31)	123.63	(226.53)	138.68
Other Comprehensive Income	(0.10)	(0.16)	(0.10)	(0.16)
(6) Net profit/(loss) after Tax for the	(232.41)	123.47	(226.63)	138.52
year
(7) Earnings per Share (EPS) of Rs.	(0.18)	0.10	(0.18)	0.12
10/- each

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

1. FINANCIAL AND OPERATIONAL PERFORMANCE DURING THE YEAR

During the year under review, the revenue from operations and other income of the Company were Rs. 7411.17 Lakhs compared to Rs. 7868.33 Lakhs of the previous year. The Company has incurred loss of Rs. (226.53) lakhs (P.Y. profit Rs. 138.68 Lakhs). The EPS on financial statements for the year ended March 31, 2026 is Rs. (0.18) (P.Y. Rs. 0.12 on basic/diluted basis.

In spite of the tough market conditions, and increased prices of the diesel throughout the year, company has achieved the position during the year.

2. NATURE OF BUSINESS:

There have been no changes in the nature of business and operations of your company during the financial year under review.

3. DIVIDEND:

The Board of Directors of your company do not recommend any Dividend for the financial year 2025-26. Further, during the year under review, no amount was transferred to General Reserves

4. TRANSFER TO RESERVES:

The Board of your company has decided not to transfer any amount to the General reserves for the financial year 2025-26.

5. CAPITAL STRUCTURE/ ISSUE OF SHARE CAPITAL:

During the year under review, the company has converted the warrants into 34,00,000 Equity shares by passing Board Resolution as on 16^th October 2025 and 35,00,000 Equity shares by passing Board Resolution as on 9^th November 2025.

Further, there is no change in authorised capital of the company.

6. EMPLOYEE STOCK OPTION SCHEME

The company has not issued any Employee Stock Option Plans. As such no Employee Stock Option Schemes have been framed.

7. SUBSIDIARIES:

The Company has acquired stake of 99.99% in the subsidiary company namely "Chartered Comcare IFSC Limited"

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

8. LISTING:

The Companys Securities are listed on BSE Limited at Mumbai. The Company has paid the listing fees for F.Y. 2025-26 on the paid-up equity share capital.

9. CREDIT RATING:

Your Company is not having credit rating for the year under review.

As on March 31, 2026 the Company is not categorised as a Large Corporate in terms of the SEBI Circular - SEBI/HO/DDHS/ CIR/P/2018/144 dated November 26, 2018. Necessary disclosures in this regard have been filed with the stock exchanges within prescribed timelines.

10. INSURANCE:

All the properties of the Company have been adequately insured.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of section 124 of the Companies Act, 2013 and rules made thereunder, during the year under the review, equity shares whose dividend had remained unclaimed / unpaid for a consecutive period of seven years were transferred to IEPF, is not applicable.

12. PUBLICATION OF FINANCIAL STATEMENTS AND RESULTS:

The audited financial statements of the Company and all other documents required to be attached thereto are available on the Companys website: www.chartered.co.in. The Company publishes its unaudited standalone financial results which are subjected to limited review report on quarterly basis.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

There was no employee drawing an annual salary of Rs. 124.05 lakhs or more were employed for full year or monthly salary of Rs. 10.29 Lakhs or more were employed for part of the year and therefore, information pursuant to the provisions of Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL.

Disclosure with respect to remuneration of the Directors and employees as required under Section 197 of the Act, and the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure I" to this Report.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors hereby confirm:

a) that in the preparation of the standalone and consolidated financial statements for the year ended March 31, 2026, the applicable Indian Accounting Standards read with requirements set out under Schedule III of the Companies Act have been followed and there are no material departures from the same.

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 as at March 31, 2026, and of the profit 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 and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a Going Concern basis.

e) that 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; and

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

15. DIRECTORS:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Lalitkumar Gandhi (DIN:00618427) shall retire at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors (non-executive) of the Company had no pecuniary relationships or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, were Mr. Lalit Kumar Gandhi, Managing Director, Ms. Mamta Shailesh Patel as CFO of the company and Ms. Hirvita Shah as Company Secretary. There is no Change in MD, CFO and CS of the Company at present.

16. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.:

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of SEBI (LODR)

Regulations,2015 the Board of Directors had approved and adopted the Remuneration and Nomination Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been explained in the Corporate Governance Report.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate of non-disqualification of Directors from the Practicing Company Secretary forms the Part of this report as "Annexure II".

17. BOARD EVALUATION:

In accordance with the provision of regulations 17(10) of the SEBI (Listing obligations and Disclosure Requirements), 2015 and schedule iv of the Companies Act, 2013, evaluation of performance of Independent Directors by the Non-Independent Directors and review of the performance of Non-Independent Directors and the Board as a whole by the Independent Directors was made during the financial year under report. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

18. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial year 2025-26, 7 (Seven) meetings of the Board of Directors took place. The details of which are given in the Report on Corporate Governance that forms the part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of meetings of all the Committees of the Board have been given in the Report on Corporate Governance.

19. CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the provisions of revised SS-1 Secretarial Standards on meetings of the Board of Directors which has come into effect from October 01, 2017 and also SS-2 Secretarial Standard on General Meetings during the year.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have been occurred between the end of the financial year i.e. 31^st March 2026 and the date of the signing of the directors report i.e. August 12,2026.

21. PARTICULARS OF LOANS, GUARANTEES & INVESTMENT:

Loans, Guarantees & investment under Section 186 of Companies Act, 2013 form part of notes to financial statement provided in this Annual Report.

22. PUBLIC DEPOSITS:

The Company has not accepted any public deposits, and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

23. CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arms length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Your Directors have on the recommendation of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The transactions were in ordinary course of business and on arms length basis, details of which are provided in Section 134(3)(h) of the Act, are disclosed in Form AOC-2 which forms part of Annual report as "Annexure III". The same are also given in the Standalone financial statement of the company for the year ended 31^st March 2026. Apart from the above, the company has not entered into any transactions with any person or entity belonging to the promoter group which holds 10% or more shareholding in the company.

There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the company. Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the financial statements, you may refer to related party transactions in the note of the standalone financial statements.

24. AUDITORS:

Statutory Auditors

The shareholders had at the Twenty Sixth AGM of the Company appointed Prakash Tekwani & Associates, Chartered Accountants, (Firm Registration No. 120253W), as Statutory Auditors of the Company to hold office from the conclusion of the Twenty Sixth AGM till the conclusion of the Thirty First AGM. They have under Section 139(1) of the Act and the Rules framed thereunder, furnished a certificate of their eligibility.

The present term of M/s. Prakash Tekwani & Associates as Statutory Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting.

Based on the recommendation of the Audit Committee and after considering the qualifications, experience, expertise, eligibility and independence of M/s. Prakash Tekwani & Associates, Chartered Accountants, the Board of Directors has recommended their re-appointment as the Statutory Auditors of the Company for a second consecutive term of five (5) years, commencing from the conclusion of the ensuing Annual General Meeting until the conclusion of the 36^th Annual General Meeting to be held in the year 2031, subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

M/s. Prakash Tekwani & Associates, Chartered Accountants, have furnished their written consent and a certificate confirming that their proposed re-appointment, if approved by the Members, will be in accordance with the provisions of Section 139, Section 141 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Company has received the necessary confirmation from the Statutory Auditors regarding their eligibility and independence for the proposed re-appointment.

The Board recommends the re-appointment of M/s. Prakash Tekwani & Associates, Chartered Accountants (Firm Registration No. 120253W), as Statutory Auditors of the Company for the aforesaid second consecutive term.

The Auditors Report for FY 2025-26 form a part of this Annual Report and neither contains any qualification, reservation nor adverse remark.

Secretarial Auditors

Pursuant to Section 204 of The Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed M/s AGARWAL & MEHTA COMPANY SECRETARIES LLP, Practicing Company Secretary, Ahmedabad (Unique Code No.: L2018GJ004600 and Peer Review Certificate No. 6717/2025) as Secretarial Auditor of the Company for a term of 5 (Five) years from the FY 2025-26 to FY 2029-30. A Secretarial Audit Report for FY 2025-26 in Form MR -3 is annexed herewith this report herewith as "Annexure IV" to this Report.

There is following observation by Secretarial Auditor in his report against which the Directors have clarified as follows:

1. The Company has made delayed in filing of disclosure as mentioned under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in Financial Year 2025-26

2. Certain entries in the Structured Digital Database (SDD) software were made belatedly.

3. The Listed Entity has made delay in Submission of Initial disclosures as prescribed under SEBI Circular SEBI/HO/DDHS/CIR/P/2018/144 Dated November 26, 2018. Board reply: Board has considered above remarks seriously, give assurance of future compliances and provide explanation in detail as under:

1. The Listed Entity has received the declaration from the promoters belatedly. However, the listed Entity submitted the disclosure immediately upon receipt of the declaration.

2. Certain entries in the Structured Digital Database (SDD) Software were made belatedly. The delay was due to technical difficulties in SDD software. The Listed enity has also received a notice from BSE Limited regarding incorrect submission of the SDD Compliance certificate for the quarter ended June,2025. Pursuant to said notice, the Listed Entity has, w.e.f January,2026 obtained the SDD compliance certificate from a Practicing Company Secretary. 3. The delay was for 8 days, and it was inadvertent.

Cost Auditor:

The requirement of appointment of Cost Auditor and cost audit is not applicable for the financial year 2025-26 pursuant to the provisions of Section 148 of the Companies Act, 2013.

Internal Auditor:

The Board of Directors has appointed M/S H.A. Jain & Associates, Ahmedabad, as an Internal Auditor of the Company for the FY 2025-26. The Internal Auditor directly report to audit committee. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

25. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the same and the work performed by the internal auditors, statutory auditors and the reviews performed by Top Management team and the Audit Committee, your directors are of the opinion that your Companys Internal Financial Controls were adequate and effective during the financial year 2025-26. Further the statutory auditors of your company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act 2013) for the financial year ended March 31, 2026, which forms part to the Statutory Auditors report.

26. Details of Fraud Reporting By Auditor:

During the year, no fraud was reported by the statutory auditors under section 143(12) of the Act.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is given as separate section in this Annual Report

28. CORPORATE GOVERNANCE REPORT:

Your Company has been observing the best corporate governance practices and benchmarking itself against each such practice on an ongoing basis. The company is committed to transparency in all its dealings and places high emphasis on business ethics. A separate section on Corporate Governance and a Certificate from the Practicing Company Secretary of the Company regarding compliance of the conditions of Corporate Governance as per Regulation 34(3) read with schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

As required under Companies Act, 2013 and SEBI (LODR) Regulations, the Company has put in place Vigil Mechanism/ Whistle Blower Policy for Directors and Employees so that the Directors can report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct Policy. The cases registered under Whistle Blower Policy of the Company, if any, are reported to and are subject to the review of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company (www.chartered.co.in)

30. INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading & code for corporate disclosures are in force. The Company has adopted Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors & designated persons of the company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

The board is responsible for implementation of the code.

31. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report, as required under Regulation 34(2)(g) of SEBI (LODR) Regulations, 2015 is not applicable to the Company.

32. CORPORATE SOCIAL RESPONSIBILITY REPORT:

The companys net profit, turnover and net worth are outside the criteria of Section 135 of the Companies Act, 2013, therefore, it is not required to spend any amount under CSR Activity.

33. POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. The key policies that have been adopted by us as follows: i. Document Retention & Archival Policy ii. Material Event Policy iii. Whistle bowler and vigil mechanism policy iv. Code Of Practices And Procedures Of Fair Disclosure Of UPSI v. Related party transactions policy vi. Code of Conduct for Directors and Senior Management vii. Nomination and remuneration Policy

34. RISK MANAGEMENT POLICY:

The Company follows well-established and detailed risk assessment and minimization procedures, which is periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company firmly believes in providing a safe, supportive and friendly environment- a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. The Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

The Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment; the Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

During the year there was no complaint of sexual harassment lodged with the Company.

36. THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo, are not applicable to the Company as the company is neither involved in any manufacturing, processing activities nor any of its transactions involve foreign exchange earnings and outgo.

38. ANNUAL RETURN:

The Annual Return in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 uploaded on the website of the Company i.e. (www.chartered.co.in)

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has neither made any application nor any proceedings pending under The Insolvency and Bankruptcy Code, 2016 during the year under review. Therefore, there are no details required to be disclosed, as the said clause is not applicable as on year ended 31^st March, 2026.

40. THE 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:

The Company has not availed any one-time settlement facility, during the year under review, therefore providing of details with respect to difference in the amount of valuation done at the time of one time Settlement and the Valuation done while taking loan from the Banks or Financial Institutions does not arise.

41. ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The Directors also wish to thank the Government authorities, financial institutions, banks and shareholders for their cooperation and assistance extended to the company.