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Committed Cargo Care Ltd Directors Report

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Nov 11, 2026|03:32:01 PM

Committed Cargo Care Ltd Share Price directors Report

To, The Members,

Committed Cargo Care Limited

Your Directors are pleased to present their 28th Directors Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2026.

1 FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS

Particulars

Standalone

Consolidated

Current Year 31.03.2026 (Rs. In Lacs) Previous Year 31.03.2025 (Rs. In Lacs) Current Year 31.03.2026 (Rs. In Lacs) Previous Year 31.03.2025 (Rs. In Lacs)

Revenue from operations

23,869.97 18,957.64 25,098.5 18,957.64

Other income

255.74 143.26 330.10 143.26

Profit before depreciation, interest and tax

1,918.14 1,189.05 1,691.73 1,189.05

Less: Financial Charges

52.49 13.01 110.05 13.01

Less: Depreciation

130.54 96.54 138.42 96.54

Net profit before

1,735.11 1079.50 1,443.26 1,079.50

Taxation

Less: Tax

415.51 299.24 414.78 299.24

Profit after Taxation

1,319.6 780.26 1,028.48 780.26

EPS Basic

11.40 7.22 8.88 7.22

Diluted

11.68 7.22 9.11 7.22

Your Directors are pleased to present the financial performance of the Company for the financial year ended 31st March, 2026.

Standalone Financial Performance

During the year under review, the Company delivered a strong financial performance, marked by healthy growth in revenue and a significant improvement in profitability.

The Revenue from Operations for the financial year 2025-26 stood at Rs. 23,869.97 lacs, as against Rs. 18,957.64 lacs in the previous year, registering a robust growth of approximately 26%. Other Income also increased to Rs. 255.74 lacs, compared to Rs. 143.26 lacs in the previous year.

The Companys Profit before Depreciation, Interest and Tax increased substantially to Rs. 1,918.14 lacs, as against Rs. 1,189.05 lacs in the previous year. After accounting for financial charges of Rs. 52.49 lacs (Previous Year: Rs. 13.01 lacs) and depreciation of Rs. 130.54 lacs (Previous Year: Rs. 96.54 lacs), the Profit before Tax stood at Rs. 1,735.11 lacs, as compared to Rs. 1,079.50 lacs in the previous year. After considering write-offs of Rs. 75.34 lacs (Previous Year: Rs. 62.89 lacs), the Company continued to record a substantial improvement in its profitability.

The Profit after Tax for the year stood at Rs. 1,319.60 lacs, as against Rs. 780.26 lacs in the previous year, registering a notable increase of approximately 69%.

The Companys Earnings Per Share (EPS) for the year stood at Rs. 11.40 (Basic) and Rs. 11.68 (Diluted), as compared to Rs. 7.22 (Basic and Diluted) in the previous year, reflecting the strong improvement in earnings attributable to shareholders.

Consolidated Financial Performance

The financial year 2025-26 was marked by continued growth in the scale of the Companys operations and a meaningful improvement in profitability. The Company remained focused on disciplined execution, operational efficiency and delivering consistent value to its customers and other stakeholders.

On a consolidated basis, Revenue from Operations increased to Rs. 25,098.50 lacs, as compared to Rs. 18,957.64 lacs in the previous year, registering a growth of approximately 32%. Other Income stood at Rs. 330.10 lacs, as against Rs. 143.26 lacs in the previous year.

The improvement in revenue was accompanied by a corresponding strengthening of operating profitability. Profit before Depreciation, Interest and Tax stood at Rs. 1,691.73 lacs, compared with Rs. 1,189.05 lacs in the previous year. After taking into account financial charges of Rs. 110.05 lacs and depreciation of Rs. 138.42 lacs, the Profit before Tax stood at Rs. 1,443.26 lacs, as against Rs. 1,079.50 lacs in the previous year.

The Consolidated Profit after Tax for the year amounted to Rs. 1,028.48 lacs, compared with Rs. 780.26 lacs in the previous year, representing an increase of approximately 32%. The improvement in profitability reflects the Companys continued focus on operational discipline, effective deployment of resources and prudent financial management.

The Consolidated Earnings Per Share (EPS) stood at Rs. 8.88 (Basic) and Rs. 9.11 (Diluted) per share, as compared to Rs. 7.22 (Basic and Diluted) per share in the previous year. The growth in earnings reflects the improvement in the Companys consolidated profitability during the year.

Your Company continues to build its business around an integrated logistics model, with cargo handling and customs clearance constituting the principal areas of its operations. Through its "Total Freight Management" approach, the Company seeks to provide coordinated logistics solutions designed to address the diverse and evolving requirements of its customers. The Companys operations encompass the handling of both import and export cargo, with emphasis on efficient coordination, timely execution and reliable service delivery. The Companys integrated approach enables it to manage the various requirements associated with cargo movement and customs processes, thereby providing customers with a coordinated and dependable logistics experience.

The Board believes that the ability to consistently deliver on customer requirements remains fundamental to sustaining a competitive position in the logistics industry. Accordingly, the Company continues to focus on strengthening its operational capabilities, maintaining service standards and enhancing execution across its areas of operation.

The Companys guiding philosophy of "Customer Pride" continues to underpin its approach to business. The philosophy reflects the Companys commitment to understanding customer requirements, maintaining consistency in service delivery and building enduring business relationships based on reliability and mutual trust.

Going forward, the Company remains committed to strengthening its operating capabilities, improving service quality and responding proactively to the changing requirements of the logistics industry. The Board remains confident that the Companys customer-centric approach, operational experience and disciplined execution will provide a sound foundation for pursuing sustainable growth and creating long-term value for its stakeholders.

2 EXPANSION AND FUTURE PROSPECTS

As part of its strategy to diversify its service offerings and expand its presence in the retail consumer shipments and international express courier segment, the Company, during the year under review, acquired a controlling stake of 51% in Committed Cargo Solutions Private Limited ("CCSPL"), thereby making CCSPL a subsidiary of the Company with effect from August 14, 2025.

CCSPL is engaged in cross-border global express logistics and courier services and leverages technology-enabled systems, established global service partnerships and digital infrastructure, including freight management systems, Electronic Data Interchange (EDI) and real-time tracking, to provide time-definite, door-to-door international shipping solutions. The acquisition is intended to complement the Companys existing freight forwarding capabilities and enable it to address a broader range of customer requirements across the logistics value chain.

Further, in continuation of this strategic initiative and with a view to strengthening its international footprint in the express logistics segment, CCSPL incorporated a wholly owned subsidiary in the United Arab Emirates under the name and style of Ezigo FZE ("Ezigo"). Ezigo has been established with a specific focus on developing the international express logistics business and establishing a presence in the Middle East and adjoining international markets.

Further, with the objective of continuously strengthening the Companys footprint in overseas logistics and cargo handling, subsequent to the closure of the financial year, the Company acquired, through

an all-cash transaction, a boutique logistics company, Ampersand Logistics Private Limited ("Ampersand"). Ampersand has capabilities in overseas logistics, corporate business and established relationships with overseas agents. The Board believes that the acquisition will complement the Companys existing business, strengthen its international capabilities and contribute to its future growth.

The businesses acquired and incorporated as part of these strategic initiatives are being supported by a team of professionals possessing relevant experience and domain knowledge in the logistics and express delivery industry. The teams have been entrusted with a focused mandate to identify and pursue opportunities in the evolving international express logistics market and to strengthen the Companys capabilities and reach across international markets.

The Board views the development of the International Express business as an important step in the Companys continuing evolution as an integrated logistics service provider. This new business vertical is expected to complement the Companys existing operations, diversify its service portfolio and provide additional avenues for sustainable growth. The Company intends to develop this business in a prudent and calibrated manner by leveraging its operational capabilities, customer relationships, technology and global service networks.

The global logistics environment continues to evolve amid geopolitical developments, changing trade patterns, supply-chain disruptions and volatility in international trade. Against this backdrop, the Company remains focused on operational resilience, service quality and customer satisfaction, while continuing to expand its service portfolio, strengthen its international presence and enhance operational efficiency.

The Board believes that the Companys industry experience, human resources, customer relationships and expanding capabilities provide a strong foundation for pursuing opportunities across the domestic and international logistics and cargo sectors. The Company will continue to evaluate growth opportunities prudently, with due regard to market conditions, operational requirements and long-term value creation. The Company remains confident that its strategic initiatives will strengthen its market position and contribute to sustainable growth, diversification and long-term value creation in the years ahead. The promotors of the Company have a long-standing experience in project logistics which will herald groups entry into new and potentially high revenue/ profitability segment.

3 CHANGE IN NATURE OF BUSINESS

During the year under review, the Company has continued to provide integrated logistics services to its customers, consistent with its existing business model. There have been no significant changes in the nature of the Companys business or operations that have materially affected its financial position.

4 DIVIDEND

In view of the projected investments into its fast growing business, its newly formed subsidiary companies and its acquired businesses, the Board has decided to conserve Companys resources and skip dividend this year.

The Dividend Distribution Policy of the Company in line with Regulation 43A of the Listing Regulations is available on the Companys website at https://www.committedgroup.com/policies.html.

5 NUMBER OF BOARD MEETINGS

During the financial year under review, the Board of Directors of the Company duly convened six (6) meetings in compliance with the provisions of Section 173 of the Companies Act, 2013, read with the rules made thereunder. The meetings were convened and conducted in accordance with the applicable statutory requirements, including the prescribed interval between two consecutive meetings.

6 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements, which forms the integral part of this Annual Report.

7 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended 31st March, 2026, agreements/transactions entered by the Company with related parties were in the ordinary course of business and on an arms length basis. None of such transactions fell within the purview of arrangements requiring approval of the Board of Directors under Section 188(1) of the Companies Act, 2013. Accordingly, the particulars of contracts or arrangements referred to in Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are not required to be disclosed in Form AOC-2. Similarly, company is not required disclosure of related party transaction under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The relevant disclosures in respect of related party transactions, as required under the applicable Indian Accounting Standards (Ind AS), have been duly made in the Notes forming part of the Financial Statements.

Further, The Company has also complied with the applicable requirements relating to related party transactions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved by the Audit Committee and the Board of Directors, is placed on the Companys website at the web link i.e. https://www.committedgroup.com/policies.html

8 COPY OF ANNUAL RETURN

The Annual Return as on March 31, 2026, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company https://www.committedgroup.com/annualreturns.html and forms integral part of this Annual Report.

9 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the period under review, the Company acquired a controlling shareholding in Committed Cargo Solutions Private Limited ("CCSPL"), a company focused on cross-border global express logistics and courier services. CCSPL leverages technology-enabled systems, established global service partnerships and digital infrastructure, including freight management systems, EDI and real-time tracking, to provide time-definite, door-to-door international shipping solutions. The acquisition is expected to complement the Companys existing freight forwarding capabilities and enable it to cater to a broader range of customer requirements across the logistics value chain.

Further, CCSPL incorporated a wholly owned subsidiary in Dubai, United Arab Emirates, under the name Ezigo FZE ("Ezigo") to undertake the International Express business. The establishment of Ezigo is expected to strengthen the Companys overseas presence and represents a significant step towards expanding its international footprint and broadening its service capabilities.

Your Board is pleased to inform you that, subsequent to the close of period under review, material contingent liability of Rs. 17.99 Cr. on account of service tax has been reduced to Rs. 9.73 lakhs by order dated 24th April, 2026 by Honable Commissioner CGST East Delhi, the balance amount of Rs. 9.73 lakhs is also being contested by the Company.

Save as stated above, there were no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

10 DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

During the year under review, the Company has below Subsidiary/ Joint Ventures :

Sr. No. Name of Body Corporate

Number of shares Relation Country

1. Flexichain Private Limited

7,000 Subsidiary India

2. Committed Cargo Solutions Private Limited*

15,70,050 Subsidiary India

3. Ezigo FZE**

50 Subsidiary UAE

*Committed Cargo Solutions become subsidiary of the Company w.e.f 14th August, 2025 **Ezigo FZE incorporated under the applicable laws of UAE as the subsidiary of Committed Cargo solutions Private Limited on October 04, 2025.

Apart from above, there are no Holding /Subsidiary/ Joint Venture/ Associate Company at the end of the financial year ending March 31, 2026. Further, the Consolidated Financial Statements for the period under review have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The audited Consolidated Financial Statements, together with the Auditors Report thereon, form an integral part of this Annual Report.

Further, in accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are available for inspection by the Members at the Registered Office of the Company during business hours. The Company shall, upon receipt of a request from any Member, provide a copy of the financial statements of the subsidiaries, as required under the applicable provisions of the Act. The relevant financial statements are also available on the Companys website at www.committedgroup.com.

Pursuant to Section 129(3) of the Companies Act, 2013, the statement containing the salient features of the financial statements of the subsidiaries, in the prescribed e-Form AOC-1, is provided as "Annexure 1" to this Report.

The Board is please to inform the shareholders that, subsequent to the close of the financial year, the Company acquired 100% equity stake in Ampersand Logistics Private Limited, thereby making it a wholly owned subsidiary of the Company with effect from 29th May, 2026. As the acquisition was completed after the end of the financial year, the financial performance and position of Ampersand Logistics Private Limited will be reflected in the consolidated financial statements of the Company for the financial year 2026 27, in accordance with the applicable provisions of the Companies Act, 2013. The Board considers this acquisition to be part of the Companys continued efforts to strengthen and expand its logistics capabilities.

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

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed herewith as "Annexure-2" and forms integral part of this report.

12 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the your Company comprises professionals with diverse experience and expertise across various areas relevant to the Companys business and operations. During the financial year under review, the Board comprised seven Directors, including four Whole-time Directors and three Independent Directors, providing an appropriate balance of executive leadership and independent oversight.

During the financial year below changes took place in the Board of Directors and Key Managerial Personnel of your Company: Dr. John Joseph (DIN: 08641139) ceased to be an Independent Director of the Company pursuant to his resignation, with effect from the close of business hours on 7th April, 2025.

Mr. Satpal Kumar Arora (DIN: 00061420) was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 2nd July, 2025.

Mr. Narendra Singh Bisht (DIN: 00342205) ceased to hold the position of Chief Financial Officer (CFO) of the Company pursuant to his resignation with effect from the close of business hours on 28th August, 2025. He continues to serve as a Whole-time Director of the Company.

Mr. Anil Gupta (PAN: AGOPG4776F) was appointed as the Chief Financial Officer (CFO) of the Company with effect from 29th August, 2025.

Mr. Gurinder Singh (DIN: 00081462) Non Executive Independent Director was reappointed as Non Executive Independent Director w.e.f. 14th March, 2026, subject to approval of the shareholders at the ensuing General Meeting.

Further, subsequent to the close of the financial year and up to the date of this Report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Ms. Hema Suri was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 11th May, 2026.

Ms. Saman Chaudhary ceased to be an Independent Director of the Company pursuant to her resignation, with effect from the close of business hours on June 20, 2026.

Ms. Charumita Bhutani ceased to hold the position of Company Secretary & Compliance Officer of the Company pursuant to her resignation with effect from the close of business hours on 31st May, 2026.

Mr. Himanshu Agrawal was appointed as the Company Secretary & Compliance Officer of the Company with effect from 17th August, 2026.

Consequent to the aforesaid changes, the Board of Directors comprises seven Directors as on the date of this Report, including three Independent Directors.

Since the equity shares of the Company are listed on the NSE Emerge ("SME") platform, the provisions relating to corporate governance specified under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") are not applicable to the Company to the extent provided under Regulation 15(2)(b) thereof. Accordingly, the composition of the Board is governed by the applicable provisions of the Companies Act, 2013 and other applicable laws and regulations. Further, pursuant to Section 149(4) of the Companies Act, 2013, at least one-third of the total number of Directors of a listed public company are required to be Independent Directors. Accordingly, the Company has three Independent Directors on its Board as on the date of this Report.

In accordance with Section 152 of the Companies Act, 2013, Mr. Rajeev Sharma (DIN: 00936817), Director of the Company, retires by rotation at the ensuing 28th Annual General Meeting and, being eligible, offers himself for re-appointment. The requisite details of his profile, qualifications, experience and other particulars, as required under Regulation 36(3) of the Listing Regulations and the applicable Secretarial Standards, are provided in the Notice convening the ensuing Annual General Meeting.

The Directors have furnished the requisite declarations confirming that they are not disqualified from being appointed or continuing as Directors pursuant to Section 164(2) of the Companies Act, 2013. Further, the Directors have disclosed their interests in other entities in accordance with Section 184(1) of the Act. The Board, at its meeting held on 27th April, 2026, took note of the requisite declarations and disclosures furnished by the Directors for the financial year 2026-27.

13 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2026, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms the integral part of the Annual Report.

14 KEY MANAGERIAL PERSONNEL ("KMP")

The following are the KMPs of the Company as at March 31, 2026: i. Mr. Rajeev Sharma, Managing Director; ii. Dr Nitin Bharal, Whole-time Director & Chief Executive Officer; iii. Mr. Anil Gupat, Chief Financial Officer (CFO) iv. Ms. Charumita Bhutani, Company Secretary & Compliance Officer*;

*Subsequent to the close of the Financial year Ms. Charumita Bhutani ceases to be Company Secretary & Compliance officer of the company due to her resignation w.e.f. close of business hours of 31st May, 2026.

15 STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RFERENCE TO THE FINANCIAL STATEMENTS

The Company maintains a robust internal control system, supported by comprehensive documented policies and procedures that govern financial and operating functions. These controls are designed to provide reasonable assurance regarding the accuracy and reliability of financial reporting, operational monitoring, asset protection, and regulatory compliance. The Company continually strives to align its processes and controls with global best practices, conducting regular reviews to ensure their effectiveness and relevance. Compliance is deeply ingrained in the management review process, and the Company fosters a culture where every employee is responsible for upholding regulatory adherence and ethical behaviour.

16 VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy of the Company, and also provides for direct access to the Chairman of the Audit Committee.

The same is also intended to cover the Whistle Blower Policy. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or improper conduct. The Whistle Blower Policy has been placed on the website of the Company https://www.committedgroup.com/policies.html.

17 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Pursuant to Sections 124 and 125 of the Companies Act, 2013, read with the applicable provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividend remaining unpaid or unclaimed for a period of seven consecutive years is required to be transferred to the Investor Education and Protection Fund (IEPF).

The Company had declared dividends for the financial years ended 31st March, 2024 and 31st March, 2025. As the prescribed period of seven consecutive years has not elapsed in respect of such dividends, no amount was required to be transferred to the IEPF during the financial year under review. The details of unpaid and unclaimed dividend amounts are available on the Companys website at https://www.committedgroup.com/dividend23-24.html.

18 DEPOSIT

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Sections 73 and 76 of the Act and read with the Companies (Acceptance of Deposit) Rules, 2014.

19 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your directors confirm 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 the Companies Act, 2013, 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;

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; and

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.

20 INDEPENDENT DIRECTORS AND DECLARATION

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) and (7) of the Act and Regulations 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

21 CODE OF CONDUCT

Your Company has formulated the code of conduct for directors and the senior management personnel who are the members of your Companys core management team comprising all the members of management one level below the executive non-independent director, including the functional basis.

22 CAPITAL STRUCTURE

ALLOTMENT OF FULLY CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS

During the year under review, your Company pursuant to the Fully Convertible Warrants allotted on preferential basis ("Warrants"), allotted 7,65,000 equity shares to the warrant holders belonging to "Promoter/Promoter Group" and "Non-Promoter, Public Category", at an issue price of Rs. 81/- (Rupees Eighty-One only) in accordance with the provisions of Chapter V of SEBI ICDR Regulations, as detailed herein below, to the below mentioned person ("Allottee"):

Sr. No. Name of the Allottees

Approval under Regulation 28(1) No. of Securities Total No. of Warrants Allotted Allotments pursuant to Conversion During the year under review i.e. FY 2025 -26 Warrants converted after the close of Financial year under review i.e. after FY 2025 - 26 Balance warrants as on date

1. Nitin Bharal HUF

1,45,000 1,45,000 0 1,45,000 0

2. Dakshteleco India

1,45,000 1,45,000 0 1,45,000 0

Services Private Limited

3. Nitin Bharal

1,45,000 1,45,000 0 1,45,000 0

4. Dakshesh Bharal

1,45,000 1,45,000 0 1,45,000 0

5. Urshita Bharal

1,45,000 1,45,000 0 1,45,000 0

6. Narendra Singh Bisht

3,62,500 3,62,500 0 3,62,500 0

7. Neeru Bisht

3,62,500 3,62,500 0 3,62,500 0

8. Rajeev Sharma*

4,83,333 4,83,333 0 4,83,333 0

9. Manju Sharma

2,41,667 2,41,667 0 2,41,667 0

11. Yash Pal Arora

3,62,500 3,62,500 0 3,62,500 0

12 Sapna Arora

3,62,500 3,62,500 0 3,62,500 0

13 Century India

10,00,000 10,00,000 4,00,000 6,00,000 0

Opportunity Fund PC

14 Nidhi Jain

5,00,000 5,00,000 0 5,00,000 0

15 Neeraj Jain

5,00,000 5,00,000 0 5,00,000 0

16 Karuna Bajaj

75,000 75,000 75,000 0 0

17 Satpal Kumar Arora

75,000 75,000 0 75,000 0

18 Shalini Mehrotra

50,000 50,000 50,000 0 0

19 Shweta Malhotra

50,000 50,000 50,000 0 0

20 Ajaiya Mehrotra

50,000 50,000 0 50,000 0

21 Nidhi Gupta

2,00,000 2,00,000 1,90,000 10,000 0

22 Bikramjeet Singh

10,000 10,000 0 10,000 0

23 Amatya Business

60,000 60,000 0 60,000 0

Consulting Private

Limited

24 Hari Om Bhatia HUF

30,000 30,000 0 30,000 0

Total

55,00,000 55,00,000 7,65,000 47,35,000 0

* Due to sudden Demise of Mr. Devi Prasad on June 19, 2025, upon receipt and verification of requisite documentary evidence including nomination records and transmission related documents, the company has effected transmission of 2,41,666 convertible warrants in favour of his nominee and legal successor, Mr. Rajeev Sharma, who belongs to the Promoter category of the Company.

It may be further noted that prior to such transmission, Mr. Rajeev Sharma was already holding 2,41,667 convertible warrants in his individual capacity pursuant to the same preferential issue. Consequently, post transmission, the total warrant holding of Mr. Rajeev Sharma stands increased to 4,83,333 convertible warrants.

Thus, there is a change in the Issued, Subscribed and Paid-up Share Capital of the Company depicted as follows:

Pre-and Post-Issue Equity Shares

Equity Shares outstanding prior to the issue: 1,15,74,600 Equity Shares of face value of 10.00/- each. Equity Shares outstanding after the issue: 1,63,09,600 Equity Shares of face value of 10.00/- each.

23 ANNUAL EVALUATION

Pursuant to the provisions of Sections 134 and 178 of the Companies Act, 2013, the Company has established a structured framework and appropriate criteria for evaluating the performance of the Board of Directors, its Committees, individual Directors, including the Chairperson. The evaluation framework is designed to assess the effectiveness of the Board and its Committees in discharging their respective responsibilities and to facilitate continuous improvement in the overall effectiveness of the governance framework.

For the financial year 2025-26, the Board undertook an annual evaluation of its own performance, the performance of its Committees and that of individual Directors. The evaluation process was undertaken through structured questionnaires and was aligned with the principles set out in the SEBI Guidance Note on Board Evaluation dated 5th January, 2017, as amended from time to time. The assessment covered, inter alia, the effectiveness of the Boards functioning, quality and timeliness of information placed before the Board, discharge of fiduciary responsibilities, strategic oversight, risk management, quality of deliberations and the Boards contribution towards the Companys long-term objectives.

The performance of the Board and individual Directors was evaluated by the Board based on inputs received from the Directors, while the performance of the respective Committees was assessed by the Board after considering the inputs of the Committee members. In accordance with the applicable provisions, the Independent Directors also met separately to review the performance of the Non-Independent Directors, the Board as a whole and the Chairperson, taking into consideration the views of the Non-Executive Directors. The outcome of the evaluation process was subsequently considered and deliberated upon by the Board.

The Board, based on the evaluation undertaken, expressed its satisfaction with the overall performance and effectiveness of the Board, its Committees and individual Directors, and found the

evaluation process to be comprehensive and constructive. The exercise also provided an opportunity for the Board to review its functioning and identify areas for continued focus, thereby reinforcing its commitment to effective governance, informed decision-making and sustained value creation for the Company and its stakeholders.

24 CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure-3" of this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR Policy is hosted on the Companys website https://www.committedgroup.com/policies.html . The amount to be spent by a company under section 135(5) didnt not exceed fifty lakh rupees, thus, in accordance with Section 135(9) of the Companies Act, 2013, the requirement under sub-section (1) of the said Section for the constitution of the Corporate Social Responsibility Committee isnt applicable to your Company for the FY 2024-25 and the functions of such Committee were discharged by the Board members.

25 AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company constituted the Audit Committee on 15th March, 2023. The Committee presently comprises three Directors, constituted in accordance with the applicable provisions of the Companies Act, 2013 and other applicable regulatory requirements.

During the financial year under review, the Audit Committee met four times. The composition of the Audit Committee and the attendance of its members during the financial year 2025-26 are set out below:

Name of the Director

Position held in the Committee Category of the Director

Ms. Shaman Chaudhry**

Chairperson Independent Director

Dr. John Joseph*

Member Independent Director

Mr. Gurinder Singh

Member Independent Director

Mr. Narendra Singh Bisht

Member Whole-time Director

* During the financial year under review, Dr. John Joseph, Independent Director, ceased to be a member of the Audit Committee pursuant to his resignation as an Independent Director of the Company, with effect from the close of business hours on 7th April, 2025.

**Subsequent to the close of the financial year, Ms. Saman Chaudhary, Independent Director, ceased to be the Chairperson and member of the Audit Committee pursuant to her resignation as an Independent Director of the Company, with effect from the close of business hours on June 20, 2026. Consequent thereto, Ms. Hema Suri, Independent Director, was appointed as the Chairperson of the Audit Committee.

26 NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company constituted the Nomination and Remuneration Committee on 15th March, 2023. The Committee comprises three members, constituted in accordance with the applicable provisions of the Companies Act, 2013 and other applicable regulatory requirements.

During the financial year under review, the Nomination and Remuneration Committee met two times. The composition of the Committee and the attendance of its members during the financial year 2025-26 are set out below:

Name of the Director

Position held in the Committee Category of the Director

Mr. Gurinder Singh

Chairman Independent Director

Ms. Shaman

Member Independent Director

Chaudhry***

Dr. John Joseph*

Member Independent Director

Mr. Satpal Arora *

Member Independent Director

Hema Suri***

Member Independent Director

Rajeev Sharma **

Member Managing Director

*During the period under review, Dr. John Joseph, Independent Director, ceased to be the member of Nomination & Remuneration Committee due to his resignation as Independent Director w.e.f. the close of business hours on 7th April, 2025, from the Board and Nomination & Remuneration Committee as well and consequently Mr. Satpal Arora was inducted as Member in the Nomination & Remuneration Committee of the Company

** During the year under review, Mr. Rajeev Sharma, Managing Director and chairman of the Board was inducted as Member of the Committee. *** Post the end of period under review, Ms. Saman Chaudhary, Independent Director, ceased to be the member of Nomination & Remuneration Committee due to her resignation as Independent Director w.e.f. the close of business hours on June 20, 2026 from the Board and Nomination & Remuneration Committee as well and consequently Ms. Hema Suri was inducted as Member in the Nomination & Remuneration Committee of the Company

Your Company has the policy on the Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee has duly formulated the policy for the Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 and recommended to the Board such policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Nomination and Remuneration Policy is hosted on the Companys website https://www.committedgroup.com/policies.html .

27 STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company constituted the Stakeholders Relationship Committee on 15th March, 2023. The Committee comprises three members, constituted in accordance with the applicable provisions of the Companies Act, 2013 and other applicable regulatory requirements.

During the financial year under review, the Stakeholders Relationship Committee met once. The composition of the Committee and the attendance of its members during the financial year 2025-26 are set out below:

Name of the Director

Position held in the Committee Category of the Director

Mr. Gurinder Singh

Chairman Independent Director

Ms. Shaman

Member Independent Director

Chaudhary*

Dr. Nitin Bharal

Member Whole-time Director

* Post the end of period under review, Ms. Saman Chaudhary, Independent Director, ceased to be the member of Stakeholders relationship committee due to her resignation as Independent Director w.e.f. the close of business hours on June 20, 2026 from the Board and its Committees and consequently Ms. Hema Suri was inducted as Member in the Stakeholders relationship Committee of the Company

28 AUDITORS AND AUDITORS REPORT

I. Statutory Auditors:

M/s KMM & Associates (formerly known as M/s Bhupesh Khadaria & Co.), Chartered Accountants (Firm Registration No. 019629N) was appointed as the Statutory Auditors of the Company by the Members at the 26th Annual General Meeting held on 21st August, 2024, for a term of five consecutive years commencing from the financial year 2024-25 and continuing up to the financial year 2028-29, to hold office until the conclusion of the 31st Annual General Meeting of the Company.

The Independent Auditors Report issued by M/s KMM & Associates, together with the Audited Financial Statements for the financial year ended 31st March, 2026, forms part of this Annual Report. The Auditors Report on the Standalone Financial Statements does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no further explanation or clarification is considered necessary from the Board in respect of the matters reported by the Statutory Auditors.

Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any instance of fraud committed by officers or employees of the Company during the financial year under review that was required to be reported to the Audit Committee or the Board under the applicable provisions of the Act and the rules made thereunder.

II. Cost Auditors:

Pursuant to Section 148(1) of the Act and Rules framed thereunder related to maintenance of cost records is not applicable to the Company being into service industry. Consequently, your Company isnt subject to the Cost Audit and thus isnt required to appoint the Cost Auditors.

III. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, the Company has appointed M/s Deepak Kumar & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2026 is annexed to this Report as "Annexure-4" and forms an integral part thereof.

The requirement to obtain a Secretarial Compliance Report from a Practising Company Secretary pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company, being listed on the NSE Emerge SME platform, in accordance with the exemption provided under Regulation 15(2)(b) of the Listing Regulations.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or clarification from the Board. The observations, if any, contained in the said Report are self-explanatory and do not call for any further comments from the Board.

Further, no instance of fraud has been reported by the Secretarial Auditor during the financial year under review.

IV. Internal Auditors:

Pursuant to Section 138 of the Act and Rules framed thereunder, the Company had appointed M/s AGTS & Co., Chartered Accountants (FRN 037461N) as the Internal Auditor of the Company.

No instance of fraud has been reported by the Internal Auditor.

29 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employees remuneration as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure 5".

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during the business hours i.e. 10:00 a.m. to 5:00 p.m. on working days excluding saturdays, sundays and public holidays up to the date of the AGM. If any Member is interested in obtaining a copy thereof, such member can send e-mail to cs@committedgroup.com

None of the employees are posted and working in a country outside India, not being Directors or their relatives, and thus, no such employee is inducted to draw remuneration more than the limits prescribed under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30 RISK MANAGEMENT

Effective risk management is fundamental to the Companys objective of achieving sustainable growth, safeguarding its assets, protecting shareholder value and ensuring compliance with applicable laws and regulations. The Company recognises that timely identification, assessment and mitigation of risks are integral to sound business management and long-term value creation.

Committed Cargo Care Limited, as an integrated logistics service provider engaged in national and international trade, warehousing, transportation and cargo handling, operates in an environment exposed to various operational, commercial, financial, regulatory and external risks. The Company has accordingly established a structured risk management framework, supported by a Risk Management Policy formulated by the Board of Directors, to identify, assess, monitor and mitigate material risks that may affect its business operations and objectives.

The Companys risk management framework is supported by an appropriate organisational structure with clearly defined roles, responsibilities and accountability across relevant functions. The Risk Management Policy provides the framework for identifying emerging risks, assessing their potential impact, establishing appropriate mitigation measures and monitoring the effectiveness of such measures, thereby enabling the Company to respond proactively to risks and minimise their potential adverse impact on its operations and financial performance.

The Company endeavours to embed risk management into its day-to-day business and decision-making processes. Employees across functions are expected to remain vigilant to risks within their respective areas of responsibility and to follow established controls and mitigation measures. Through this collective approach, the Company seeks to strengthen its risk awareness, enhance operational resilience and ensure that risks are managed in a timely and responsible manner while pursuing its strategic and business objectives.

31 STATEMENT OF DEVIATION(S) OR VARIATION

As per the following reports submitted to the National Stock Exchange, there is no deviation or variations observed in the utilisation of funds raised.

12.11.2025 - Preferential Issue Proceeds 29.05.2026 Preferential Issue Proceeds

32 INSIDER TRADING DISCLOSURE

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares, in excess of limits prescribed and prohibits the purchase or sale of Company

shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

33 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

Your Directors are pleased to inform you that, Subsequent to the close of period under review, material contingent liability of Rs. 17.99 Cr. on account of service tax has been reduced to Rs. 9.73 lakhs by order dated 24th April, 2026 by Honable Commissioner CGST East Delhi, the balance amount of Rs. 9.73 lakhs is also being contested by the Company.

Further, there are No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

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

During the year under review, there were no applications made or proceedings initiated in the name of the company under the Insolvency and Bankruptcy Code, 2016.

35 THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS AND THE FINANCIAL INSTITUTIONS

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

36 DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE NUMBER OF COMPLAINTS RELATING TO SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "POSH Act"). The Internal Committee ("IC") redresses the complaint received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, no complaints with allegation of sexual harassment were filed with IC and one awareness programme about Sexual Harassment Policy was conducted and held at workplace.

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer of the relevant branches which are subject to the submission of the same, pursuant to Section 21 of the POSH Act and Rules framed thereunder.

Pursuant to Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company discloses as follows:

Number of sexual harassment complaints received Nil Number of complaints disposed of Nil Number of cases pending for more than 90 days Nil

37 MATERNITY BENEFIT: Rule 8(5)(xiii) of Companies (Account) Rules, 2014

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

38 OTHER DISCLOSURES AND DECLARATION

(i) Corporate Governance:The Corporate Governance requirements as stipulated under the of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the company but the Company adheres to good corporate practices at all times. Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Also, sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company. Certificate from the Practising Company Secretary to this effect is annexed to this Report as "Annexure-6".

(ii) Disclosures with respect to Demat suspense account/ unclaimed suspense account:During the year under review no such shares in the Demat suspense account or unclaimed suspense account which required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

(iii) Disclosure of certain types of agreements binding listed entities:

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

(iv) Cautionary Statement:

The annual report including those which relate to the directors report, management discussion and analysis report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

39 ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Your Directors convey their sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the logistics industry.

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