JUJHAR LOGISTICS LIMITED Directors Report

2025, being the date of acquisition, to 31st March, 2026.

Note: Earnings per share is stated as reported in the audited financial statements.

On a standalone basis, the Company earned revenue from operations of Rs. 401.53 Lakh for the year ended 31st March, 2026, as against Rs. 898.73 Lakh in the previous financial year, and total income of Rs. 444.53 Lakh as against Rs. 905.93 Lakh. The Company recorded a profit before tax of Rs. 117.43 Lakh for the year ended 31st March, 2026, as compared to a loss of Rs. 95.74 Lakh in the previous financial year, and a profit after tax of Rs. 98.66 Lakh as compared to a loss of Rs. 105.75 Lakh. Earnings per share for the financial year 2025- 26 was Rs. 1.07, as against a loss per share of Rs. 3.44 in the previous financial year.

On a consolidated basis, revenue from operations of the Company and its subsidiary for the financial year 2025- 26 was Rs. 7,487.79 Lakh, as against Rs. 2,309.97 Lakh in the previous financial year, an increase of 224.15% , and total income of Rs. 7,636.87 Lakh as against Rs. 2,327.46 Lakh. Consolidated profit before tax was Rs. 1,400.26 Lakh as against a loss of Rs. 105.86 Lakh, and consolidated profit after tax was Rs. 766.52 Lakh as against a loss of Rs. 115.13 Lakh. Of the consolidated total comprehensive income of Rs. 763.84 Lakh, Rs. 437.90 Lakh is attributable to the owners of the Company and Rs. 325.94 Lakh to the non- controlling interest. The consolidated results include the financial performance of Jujhar Logistic and Travels Limited only for the period from 18th November, 2025, being the date of acquisition, to 31st March, 2026.

The reduction in standalone revenue and the improvement in standalone profitability are both attributable to the change in the nature of the Companys business. The chemicals business was

wound up during the year and contributed revenue of Rs. 50.13 Lakh, while the car carrier logistics business, commenced from the third quarter of the year, contributed Rs. 351.40 Lakh. The improvement in the result was assisted by the near-elimination of finance cost, which fell from Rs. 41.40 Lakh to Rs. 0.01 Lakh following the repayment of borrowings, and by other income of Rs. 43.00 Lakh as against Rs. 7.20 Lakh, principally interest earned on the deployment of the proceeds of the preferential allotment.

The consolidated results are the more meaningful measure of the scale of the operations now conducted by the group, and the financial year 2026-27 will be the first in which the subsidiary is consolidated for a full twelve months. Your Board remains focused on implementing targeted initiatives to strengthen performance and to deliver sustained value creation.

The Financial Statements of your Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and Regulation 48 of the SEBI Listing Regulations, as applicable to the Company. The estimates and judgements relating to the Financial Statements have been made on a prudent basis so as to reflect in a true and fair manner the form and substance of transactions and to present reasonably the Companys state of affairs, profit and cash flows for the year ended 31st March, 2026.

The Board of Directors has not recommended any dividend for the financial year ended 31st March, 2026. Your Board has considered it financially prudent, and in the long-term interest of the Company, to re-invest the profits of the year into the business so as to build a strong reserve base and to grow the business of the Company.

The Company is not among the top one thousand listed entities by market capitalisation and accordingly the requirement to formulate a Dividend Distribution Policy under Regulation 43A of the SEBI Listing Regulations is not applicable to the Company.

Pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013, the profit for the year of Rs. 98.66 Lakh has been carried to the Retained Earnings of the Company. The Company has not transferred any amount to the General Reserve. Retained Earnings moved from a debit balance of Rs. 328.38 Lakh as at 31st March, 2025 to a debit balance of Rs. 229.72 Lakh as at 31st March, 2026, the accumulated losses having been reduced but not extinguished by the profit of the year.

Other Equity as at 31st March, 2026 stood at Rs. 1,671.47 Lakh, as against a negative Rs. 328.38 Lakh as at 31st March, 2025. The increase comprises the profit for the year of Rs. 98.66 Lakh and the securities premium of Rs. 1,901.19 Lakh arising on the preferential allotment, being the gross premium of Rs. 1,908.98 Lakh less share issue expenses of Rs. 7.79 Lakh written off against it in accordance with Section 52 of the Companies Act, 2013.

During the past seven years your Company has not declared any dividend, having regard to its resource requirements. Accordingly, there is no unpaid or unclaimed dividend, and no corresponding shares, liable to be transferred to the Investor Education and Protection Fund under Sections 124 and 125 of the Companies Act, 2013.

During the financial year under review, the Company undertook a strategic shift in its business operations with a view to diversifying its business activities, optimising the utilisation of its resources and creating sustainable opportunities for long- term growth and profitability. Accordingly, pursuant to a Special Resolution passed by the Members at the Extra- Ordinary General Meeting held on 7th May, 2025, the Company altered the main objects of its Memorandum of Association so as to enable it to undertake activities relating to the transportation business.

The aforesaid change was undertaken with the objective of broadening the Companys business opportunities, making effective use of its available resources and establishing a business model with enhanced potential for sustainable growth, profitability and long- term value creation for its stakeholders.

Subsequent to the close of the financial year 2025- 26, the following material changes have occurred:

Change of name: the name of the Company was changed from "CDG Petchem Limited" to "Jujhar Logistics Limited" with effect from 2nd July, 2026, pursuant to the fresh Certificate of Incorporation issued by the Registrar of Companies consequent upon the change of name, and after obtaining the requisite approvals. Adoption of new Memorandum and Articles of Association: the Company adopted a new set of Memorandum of Association and Articles of Association pursuant to the approval of the Members by way of a Special Resolution passed at the Extra- Ordinary General Meeting held on 24th April, 2026.

Appointment of an Independent Director: Ms. Monika Garg (DIN: 11643449) was appointed as an Additional Director in the category of Independent Director with effect from 10th April, 2026, and her appointment as an Independent Director for a term of five consecutive years is placed for the approval of the Members at the ensuing Annual General Meeting.

Save as aforesaid, and save as otherwise disclosed in this Report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

No significant or material order has been passed by any regulator, court or tribunal impacting the going concern status of the Company or its operations in future.

As on 31st March, 2026, the Authorised Share Capital of the Company was Rs. 10,00,00,000 (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10 (Rupees Ten only) each.

As on 31st March, 2026, the issued, subscribed and paid- up equity share capital of the Company was Rs. 9,23,55,000 (Rupees Nine Crore Twenty- Three Lakh Fifty- Five Thousand only) divided into 92,35,500 (Ninety- Two Lakh Thirty- Five Thousand Five Hundred) equity shares of Rs. 10 (Rupees Ten only) each. All the equity shares of the Company are held in dematerialised form.

During the financial year under review, the following changes were made in the share capital of the Company:

Increase in Authorised Share Capital: the Authorised Share Capital of the Company was increased from Rs. 5,00,00,000 (Rupees Five Crore only) comprising 50,00,000 (Fifty Lakh) equity shares of Rs. 10 each to Rs. 10,00,00,000 (Rupees Ten Crore only) comprising 1,00,00,000 (One Crore) equity shares of Rs. 10 each, ranking pari passu in all respects with the existing equity shares of the Company. Issue of equity shares on a preferential basis: during the financial year the Company issued and allotted 61,58,000 (Sixty- One Lakh Fifty- Eight Thousand) equity shares of face value Rs. 10 each, fully paid- up, at an issue price of Rs. 41 per equity share, aggregating to Rs. 25,24,78,000 (Rupees Twenty- Five Crore Twenty- Four Lakh Seventy- Eight Thousand only), on

a preferential basis. The issue price of Rs. 41 per equity share comprised Rs. 10 towards face value and Rs. 31 towards securities premium. The preferential issue was approved by the Members at the Extra- Ordinary General Meeting held on 7th May, 2025, and the equity shares were allotted on 14th June, 2025. Consequent upon the said allotment, the issued, subscribed and paid- up share capital of the Company increased from Rs. 3,07,75,000 divided into 30,77,500 equity shares of Rs. 10 each to Rs. 9,23,55,000 divided into 92,35,500 equity shares of Rs. 10 each.

During the financial year under review the Company issued and allotted, on a preferential basis, 7,64,500 (Seven Lakh Sixty- Four Thousand Five Hundred) convertible warrants at a price of Rs. 41 per warrant aggregating to Rs. 3,13,44,500, to persons and entities belonging to the promoter and non- promoter categories. An amount of Rs. 10.25 per warrant, being 25% of the issue price, aggregating to Rs. 78,36,125, was received upon allotment and is carried in the Balance Sheet under "Money received against share warrants". The balance 75% , aggregating to Rs. 2,35,08,375, is payable upon exercise.

Each warrant entitles the holder to apply for and be allotted one fully paid- up equity share of the Company of face value Rs. 10 each at an issue price of Rs. 41 per equity share, comprising Rs. 10 towards face value and Rs. 31 towards securities premium, within 18 (eighteen) months from the date of allotment, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Upon exercise in full, the issued, subscribed and paid- up equity share capital of the Company would increase by Rs. 76,45,000 to Rs. 10,00,00,000, divided into 1,00,00,000 equity shares of Rs. 10 each. No warrant was exercised during the year under review and 7,64,500 warrants were outstanding as at 31st March, 2026.

The total funds raised by the Company through the preferential allotment of equity shares and warrants accordingly aggregated to Rs. 26,03,14,125.

The particulars of the warrants outstanding as at 31st March, 2026 are set out in Note 13 to the Standalone Financial Statements and in the Report on Corporate Governance.

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, has not issued any sweat equity shares, and does not have any employee stock option scheme in force. The Company has not bought back any of its securities during the year under review.

The equity shares of the Company are listed on the Main Board of BSE Limited under Scrip Code 534796. The ISIN of the Company is INE198N01017. The Company has paid the annual listing fees to BSE Limited for the financial year 2025- 2026 within the prescribed time.

During the financial year under review there was a change in the control of the Company. Jujhar Constructions and Travels Private Limited acquired 19,11,052 equity shares from the erstwhile promoters and shareholders of the Company through an open offer made in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for an aggregate consideration of Rs. 6,68,86,820. Together with the equity shares subscribed by it in the preferential allotment, Jujhar Constructions and Travels Private Limited held 68,11,052 equity shares representing 73.75% of the paid- up equity share capital of the Company as at 31st March, 2026, and is the ultimate holding company of your Company within the meaning of the Companies Act, 2013.

Consequent upon the change in control, the erstwhile promoter group ceased to hold any equity shares in the Company and the Board of Directors was reconstituted. On 26th March, 2026 outgoing shareholders were reclassified or ceased to be promoters, and that the disclosures required under Regulations 29, 30 and 31A of the SEBI Listing Regulations and under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were duly made to BSE Limited.

Jujhar Constructions and Travels Private Limited is the ultimate holding company of the Company with effect from the completion of the open offer referred to above.

Jujhar Logistic and Travels Limited became a subsidiary of the Company with effect from 18th November, 2025, pursuant to the acquisition by the Company of 10,410 equity shares of Rs. 10 each at a securities premium of Rs. 24,946 per share, representing 51% of the paid- up equity share capital of that company, for a total consideration of Rs. 25,97,91,960. The consideration was determined on the basis of a valuation report issued by Mr. Manish Manwani, Registered Valuer, dated 30th October, 2025.

During the quarter ended 30th June, 2025 the Company approved the disinvestment of its entire shareholding in Morbido Merchandise Private Limited, which accordingly ceased to be a subsidiary of the Company during the financial year ended 31st March, 2026.

The Company does not have any associate company or joint venture within the meaning of the Companies Act, 2013.

A statement containing the salient features of the financial statements of the subsidiary in Form AOC- 1, pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the

Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure IV" and forms an integral part of this Report.

Jujhar Logistic and Travels Limited is engaged in the business of car carrier logistics, operating a fleet of purpose- built trailers for the transportation of motor vehicles, and renders services to original equipment manufacturers including Maruti Suzuki India Limited, Tata Motors Passenger Vehicles Limited and Tata Passenger Electric Mobility Limited. For the period from 18th November, 2025 to 31st March, 2026, the segment revenue attributable to the subsidiary was Rs. 7,309.14 Lakh. The acquisition of this subsidiary is the principal reason for the increase in consolidated revenue from operations to Rs. 7,487.79 Lakh from Rs. 2,309.97 Lakh, and the goodwill of Rs. 1,272.47 Lakh recognised on consolidation arises on that acquisition.

The Company has formulated a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI Listing Regulations, which is available on the website of the Company at https://jujharlogistics.com.

In accordance with Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the applicable Indian Accounting Standards and Regulation 33 of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiary for the financial year ended 31st March, 2026, duly audited by the Statutory Auditors, form part of this Annual Report.

In terms of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, the Consolidated Financial Statements together with the relevant documents, and the audited accounts of the subsidiary, are available on the website of the Company at https://jujharlogistics.com. Any Member desirous of obtaining a copy of the audited annual accounts of the subsidiary may write to the Company Secretary at jujharcs@gmail.com, and the same will be furnished free of cost. These documents will also be available for inspection by the Members in electronic mode.

The composition of the Board of Directors as on 31st March, 2026 was as follows:

As on 31st March, 2026, the Board of Directors comprised five Directors, of whom two were Executive Directors and three were Non- Executive Directors, and of the said three Non- Executive Directors, two were Independent Directors.

The following Directors ceased to hold office during the financial year under review:

Each of the Independent Directors who resigned during the year confirmed that there was no material reason for the resignation other than as stated in the respective resignation letters. The confirmations received from them, and the detailed reasons for their resignation, are disclosed to BSE Limited under Regulation 30 of the SEBI Listing Regulations read with clause 7B of Para A of Part A of Schedule III thereto, and in the Report on Corporate Governance in accordance with paragraph C(2)(j) of Schedule V.

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one- third of such of the Directors as are liable to retire by rotation shall retire at every Annual General Meeting and, if eligible, may offer themselves for re- appointment. Accordingly, Mr. Arshdeep Singh Mundi (DIN: 03030608), Executive Director, and Mr. Jagjit Singh Rai (DIN: 07287367), Whole- time Director, retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re- appointment as Directors of the Company.

The Board recommends the re- appointment of Mr. Arshdeep Singh Mundi (DIN: 03030608) and Mr. Jagjit Singh Rai (DIN: 07287367) as Directors of the Company liable to retire by rotation. Their re- appointment on retirement by rotation does not affect the terms of their respective offices as Executive Director and Whole- time Director, which continue in accordance with the terms already approved. A brief profile of the Directors seeking re- appointment, together with the other particulars required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard- 2, is given in Annexure- 1 to the Notice convening the ensuing Annual General Meeting.

The Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 as on 31st March, 2026 were as follows:

During the financial year under review, Mr. Jagjit Singh Rai, Whole- time Director, Mr. Parveen Kumar, Chief Financial Officer, Ms. Rajni Jindal, Company Secretary and Compliance Officer were appointed as Key Managerial Personnel, and Alankritha Bommakanti, Company Secretary & Compliance Officer who ceased to hold office w.e.f 11th June, 2025 and Mr. Nikhil Agarwal, Chief Financial Officer of the Company who ceased to hold office w.e.f 14th November 2025. Mr. Manoj Kumar Dugar resigned from the office of Managing Director with effect from the close of business hours on 26th March, 2026. The Company has complied with the requirements of Section 203 of the Companies Act, 2013 in relation to the appointment of whole- time key managerial personnel.

All the Independent Directors of the Company have furnished declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and that they are not disqualified from continuing as Independent Directors. The Board, having assessed the veracity of these declarations, is of the opinion that the Independent Directors fulfil the conditions specified in the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management.

All the Independent Directors of the Company have registered themselves with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and have complied with the requirement of the online proficiency self- assessment test to the extent applicable to them.

In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Independent Directors appointed during the year, and Ms. Monika Garg whose appointment is placed before the Members at the ensuing Annual General Meeting, are persons of integrity and possess the requisite expertise, experience and proficiency.

The Board of Directors met 8 (Eight) times during the financial year ended 31st March, 2026. The intervening gap between two consecutive meetings did not exceed one hundred and twenty days, in compliance with Section 173(1) of the Companies Act, 2013, Regulation 17(2) of the SEBI Listing Regulations and Secretarial Standard- 1. The dates of the meetings of the Board and of its Committees held during the year, the attendance of the Directors thereat, and the composition and terms of reference of each Committee, are set out in the Report on Corporate Governance annexed to this Report as "Annexure VI", in terms of Section 134(3)(b) of the Companies Act, 2013 and clause 9 of Secretarial Standard- 1.

The Board of Directors has constituted the following Committees, each of which functions in accordance with the terms of reference approved by the Board and the requirements of the Companies Act, 2013 and the SEBI Listing Regulations:

Audit Committee - constituted under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. Nomination and Remuneration Committee - constituted under Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. Stakeholders Relationship Committee - constituted under Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. Risk Management Committee - the constitution of a Risk Management Committee under Regulation 21 of the SEBI Listing Regulations applies to the top one thousand listed entities by market capitalisation. The Company is not among the top one thousand listed entities and the requirement is accordingly not applicable, consistent with the position stated in this Report in relation to Regulation 43A and Regulation 34(2)(f).

All the recommendations made by the Audit Committee during the financial year under review were accepted by the Board of Directors.

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and paragraph VIII of Schedule IV to that Act, the Board has carried out an annual evaluation of its own performance, of the Directors individually, and of the working of its Audit Committee and other Committees. Regulations 17(10) and 25(4) of the SEBI Listing Regulations did not apply to the Company during the year under review, for the reasons stated in paragraph 21 of this Report. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the functioning of the Board such as the adequacy of the composition of the Board and its Committees, Board culture, and the execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of the individual Directors including the Chairperson of the Board, who were evaluated on parameters such as the level of engagement and contribution, independence of judgement, and safeguarding the interest of the Company and of its minority shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and of the Non- Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

The Independent Directors met separately on 07th October 2025 during the financial year under review, without the presence of the Non- Independent Directors and members of the management, in

9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a structured programme for the orientation of Independent Directors at the time of their joining, so as to familiarise them with the Companys operations, business, industry and the environment in which it functions, and with the regulatory environment applicable to it. The Company updates the Board members on a continuing basis on any significant changes therein and provides them an insight into their expected roles and responsibilities, so as to enable them to take well- informed and timely decisions and to contribute significantly to the Company. The details of the familiarisation programme are disclosed on the website of the Company at https://iujharlogistics.com.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirms that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and there is no material departure therefrom;
b. the Directors have selected such accounting policies and applied them consistently, and made judgements 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 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.

The equity shares of the Company being listed on the Main Board of BSE Limited, a Report on Corporate Governance prepared in accordance with Regulation 34(3) read with paragraph C of Schedule V of the SEBI Listing Regulations is annexed to this Report as "Annexure VI" and forms an integral part of it. Annexed with that Report are the declaration on compliance with the Code of Conduct required by paragraph D of Schedule V, the certification of the Executive Director and the Chief Financial Officer under Regulation 17(8), the certificate of a Practising Company Secretary that

none of the Directors has been disqualified or debarred, and the certificate of a Practising Company Secretary on compliance with the conditions of corporate governance required by paragraph E of Schedule V.

Members may note the following. Regulation 15(2)(a) of the SEBI Listing Regulations disapplies the corporate governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A and 27, in clauses (b) to (i) and (t) of sub- regulation (2) of Regulation 46, and in paragraphs C, D and E of Schedule V, in respect of a listed entity whose paid- up equity share capital does not exceed rupees ten crore and whose net worth does not exceed rupees twenty- five crore as on the last day of the previous financial year. As on 31st March, 2025 the paid- up equity share capital of the Company was Rs. 307.75 Lakh and its net worth was negative Rs. 20.63 Lakh, so that the exemption was available to your Company for the year under review. Your Company has nevertheless continued to observe those provisions and furnishes the Report on Corporate Governance, as it did for the financial year 2024- 25, in the interest of continuity of disclosure to the Members.

The exemption will not be available hereafter. As on 31st March, 2026 the paid- up equity share capital of the Company was Rs. 923.55 Lakh, which remains within the threshold, but its net worth, computed in accordance with Section 2(57) of the Companies Act, 2013 as the aggregate of that paid- up capital and other equity of Rs. 1,671.47 Lakh, was Rs. 2,595.02 Lakh, that is to say Rs. 25.95 crore, which exceeds rupees twenty- five crore. The sum of Rs. 78.36 Lakh received against share warrants does not enter that computation, being neither paid- up share capital nor a reserve. The test in Regulation 15(2)(a) being conjunctive, the said provisions apply to your Company as of right with effect from the financial year 2026- 27, and by the first proviso to that Regulation compliance is to be secured within six months from the date on which they so became applicable.

A Report on Management Discussion and Analysis, prepared in accordance with Regulation 34(2)(e) read with Schedule V, Part B of the SEBI Listing Regulations, is annexed to this Report as "Annexure V" and forms an integral part of this Report.

The requirement to furnish a Business Responsibility and Sustainability Report under Regulation 34(2)(f) of the SEBI Listing Regulations applies to the top one thousand listed entities based on market capitalisation. The Company is not among the top one thousand listed entities and accordingly the said requirement is not applicable to the Company for the financial year under review. Consequently, the requirement of reasonable assurance of BRSR Core is also not applicable.

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company, as the Company did not, during the immediately preceding financial year, have a net worth of Rs. 500 crore or more, a turnover of Rs. 1,000 crore or more, or a net profit of Rs. 5 crore or more - the Company having in fact incurred losses in the preceding financial years. The Statutory Auditors have similarly reported under clause 3(xx) of the Companies (Auditors Report) Order, 2020 that, considering the losses of previous years, the Company was not required to spend on Corporate Social Responsibility activities during the year. Accordingly, the Company is not required to constitute a Corporate Social Responsibility Committee or to formulate a Corporate Social Responsibility Policy, and no annual report on Corporate Social Responsibility activities is required to be annexed to this Report.

The subsidiary, Jujhar Logistic and Travels Limited, is covered by the provisions of Section 135 of the Companies Act, 2013 and, as disclosed in the Notes to the Consolidated Financial Statements, incurred Corporate Social Responsibility expenditure of Rs. 19.08 Lakh during the financial year 2025- 26 by way of a contribution to Mata Balwinder Kaur Charitable Foundation, a company registered under Section 8 of the Act.

The particulars of loans given, guarantees provided, securities furnished and investments made by the Company under Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements, read together with the Notes annexed to and forming an integral part of the Financial Statements. The principal investment made during the year was the acquisition of 10,410 equity shares of Jujhar Logistic and Travels Limited for Rs. 25,97,91,960, carried at Rs. 2,597.92 Lakh under non- current investments.

All related party transactions entered into during the financial year under review were on an arms length basis and in the ordinary course of business. During the financial year 2025- 26 there were no materially significant transactions with related parties which might be deemed to have had a potential conflict with the interests of the Company at large.

In line with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, prior approval of the Audit Committee is obtained for the estimated value of transactions with related parties for the financial year, and the transactions entered into are placed before the Audit Committee for its review. The transactions with related parties are routine and repetitive in nature.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the form prescribed under Section 134(3)(h) read with Rule 8(2) of the

Companies (Accounts) Rules, 2014, are set out in Form AOC- 2 annexed to this Report as "Annexure I". Suitable disclosures as required by Indian Accounting Standard 24 - Related Party Disclosures have been made in the Notes to the Financial Statements. The Policy on Related Party Transactions as approved by the Board is available on the website of the Company at https://iujharlogistics.com.

Attention is drawn to the fact that, in terms of Regulation 23(1) of the SEBI Listing Regulations, a transaction with a related party is material if the value of the transaction, whether entered into individually or taken together with previous transactions during a financial year, exceeds Rs. 1,000 crore or ten percent of the annual consolidated turnover of the listed entity as per its last audited financial statements, whichever is lower. Ten percent of the consolidated turnover of the Company for the year under review is Rs. 748.78 Lakh. The consolidated related party disclosures record a sale of services of Rs. 1,247.45 Lakh to, and a purchase of goods of Rs. 1,128.40 Lakh from, Jujhar Constructions and Travels Private Limited, the ultimate holding company, each of which exceeds that threshold.

In terms of the explanation to Section 134(5)(e) of the Companies Act, 2013, internal financial controls mean the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has in place a proper and adequate internal financial control system with reference to the Financial Statements, which ensures that all assets are safeguarded and protected and that all transactions are authorised, recorded and reported correctly. To strengthen the internal control process further, the Company has developed a comprehensive compliance management tool which cascades responsibility for compliance from senior management to the executive level. The internal financial controls were tested during the year and no reportable material weakness in their design or operation was observed.

In terms of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy. Your Company believes that the management of risk assists in maximising returns. The Companys approach to addressing business risks is comprehensive and includes the periodic review of such risks, a framework for mitigating them and a mechanism for reporting them. The risk management framework is reviewed periodically by the Board. The details of the Policy are available on the website of the Company at https://iujharlogistics.com. In the opinion of the Board, there is no risk presently identified which may threaten the existence of the Company.

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has established a vigil mechanism, in the nature of a whistle blower policy, for Directors and employees to report genuine concerns. The Company believes in conducting the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, integrity and ethical behaviour. The mechanism provides for adequate safeguards against the victimisation of persons who use it and for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. No complaint was received under the vigil mechanism during the year under review, as reported by the Statutory Auditors under clause 3(xi)(c) of the Companies (Auditors Report) Order, 2020, and no person was denied access to the Audit Committee. The Vigil Mechanism cum Whistle Blower Policy may be accessed on the website of the Company at https://iujiharlogistics.com.

The Company has in place a Nomination and Remuneration Committee constituted in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Committee has formulated a policy on the appointment and remuneration of Directors, Key Managerial Personnel and other employees, including criteria for determining qualifications, positive attributes and independence of a Director, in terms of Section 178(3) of the Companies Act, 2013.

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest was outstanding as at the balance sheet date. Accordingly, there was no default in the repayment of deposits or in the payment of interest thereon, and the disclosures prescribed in this regard, including in relation to deposits not in compliance with Chapter V of the Companies Act, 2013, are not applicable to the Company.

M/s. Rajesh Mehru & Co., Chartered Accountants (ICAI Firm Registration No. 011715N), were appointed as the Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of the 14th Annual General Meeting until the conclusion of the 19th Annual General Meeting of the Company. Accordingly, no resolution for the appointment of Statutory Auditors is proposed at the ensuing Annual General Meeting.

2026 and signed by CA Rajesh Mehru, Partner (Membership No. 090725), the Unique Document Identification Numbers being 26090725MKQSXX8444 for the standalone report and 26090725DBJFHK4208 for the consolidated report. The key audit matter communicated in each report relates to the physical verification of inventories; the Company held no inventory during the year, and the auditors have reported on the verification of the inventory held by the subsidiary. The notes on the Financial Statements referred to in the Auditors Reports are self- explanatory. The Independent Auditors Reports are annexed to this Report as "Annexure VI".

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s. Akash & Co., Company Secretaries, were appointed as the Secretarial Auditors of the Company to hold office for a term of five consecutive years from the conclusion of the 14th Annual General Meeting until the conclusion of the 19th Annual General Meeting. The Secretarial Audit Report in Form MR- 3 for the financial year ended 31st March, 2026 is annexed to this Report as "Annexure II".

In terms of Regulation 24A(2) of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year ended 31st March, 2026, issued by a Practising Company Secretary was not applicable to the Company during the period under review.

Pursuant to Clause 3(xviii) of CARO, 2020 in the standalone Auditors Report, there was a resignation of the statutory auditors during the year. The outgoing auditor, M/s. S. Bhalotia & Associates, Chartered Accountants (FRN: 325040E), resigned which results in a casual vacancy. This casual vacancy was filled by the Board of Directors by appointing M/s. Rajesh Mehru & Co., Chartered Accountants, pursuant to Section 139(8) of the Companies Act, 2013, to hold office until the conclusion of the 14th Annual General Meeting (AGM). Subsequently, their appointment was regularized and approved by the shareholders at the 14th AGM for a term of five consecutive years, from the conclusion of the 14th AGM until the conclusion of the 19th AGM.

The provisions relating to the audit of cost records under Section 148 of the Companies Act, 2013 are not applicable to the Company, and accordingly no cost auditor has been appointed.

M/s. Badal Jain & Co., Chartered Accountants, resigned as the Internal Auditors of the Company with effect from 14th November, 2025. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. HRB & Associates, Chartered Accountants, as the Internal Auditors of the Company with effect from 14th November, 2025 in terms of Section 138 of the Companies Act, 2013. The internal audit reports are placed before and reviewed by the Audit Committee.

The opinions expressed by the Statutory Auditors on the standalone and consolidated financial statements for the financial year ended 31st March, 2026 are unmodified, and the Auditors Reports contain no qualification, reservation, disclaimer or adverse remark in the opinion paragraphs.

Annexure A to the Independent Auditors Report on the consolidated financial statements, furnished pursuant to paragraph 3(xxi) of the Companies (Auditors Report) Order, 2020, records that a qualification or adverse remark has been given in the report under the Order in respect of the Company under clause (vii). The remark concerns statutory dues which have not been deposited on account of a dispute, namely a demand of Rs. 4.43 Lakh raised under Section 143(3) of the Income- tax Act, 1961 in respect of Assessment Year 2018- 19, which is pending before the Assessing Officer.

Explanation of the Board under Section 134(3)(f) of the Companies Act, 2013: the demand referred to above is disputed by the Company on the merits and the matter is pending adjudication. The Company has been advised that it has a good case on the issues involved, and no provision has accordingly been made in the financial statements; the amount is disclosed as a disputed statutory due. The auditors have reported that the Company has otherwise been regular in depositing undisputed statutory dues and that there was no undisputed statutory due outstanding as at 31st March, 2026 for more than six months from the date it became payable.

During the financial year 2025- 26, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees. The Statutory Auditors have reported under clause 3(xi) of the Companies (Auditors Report) Order, 2020 that no fraud by the Company or on the Company was noticed or reported during the course of the audit, and that no report under Section 143(12) has been filed in Form ADT- 4 with the Central Government. Accordingly, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013.

34. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT- 7 for the financial year ended 31st March, 2026 is available on the website of the Company at https://jujharlogistics.com.

During the year under review, the Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS- 1) and on General Meetings (SS- 2) issued by The Institute of Company Secretaries of India and approved by the Central Government. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

The provisions relating to the maintenance of cost records as specified by the Central Government under sub- section (1) of Section 148 of the Companies Act, 2013 were not applicable to the Company up to 31st March, 2026, and accordingly such accounts and records were not required to be maintained.

A demand of Rs. 4.43 Lakh raised under Section 143(3) of the Income- tax Act, 1961 in respect of Assessment Year 2018- 19 is disputed by the Company and is pending before the Assessing Officer. An income tax refund of Rs. 34,833 for Assessment Year 2025- 26 has been adjusted against the outstanding demand pertaining to that assessment year. Save as aforesaid, and as disclosed in the Notes to the Financial Statements, there is no material contingent liability or pending litigation as at 31st March, 2026.

The Company has received an advance of Rs. 6,19,00,000 against the proposed sale of its land and building, in respect of which the title deed has not been executed as at the date of this Report. The advance is carried under other non- current liabilities and increased from Rs. 5,33,00,000 as at 31st March, 2025 by a further Rs. 86,00,000 received during the year.

As disclosed in the Notes to the Financial Statements, a charge of Rs. 7,00,00,000 was created in favour of ICICI Bank Limited during the financial year 2024- 25 in respect of a term loan availed by the Company. The loan was repaid in full during that same financial year. The satisfaction of the charge

had not, however, been recorded with the Registrar of Companies up to the date of the Auditors Report.

During the reporting period, no application was made by or against the Company, and no proceeding is pending against the Company, under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Your Company has not undertaken any one- time settlement with any bank or financial institution during the year under review. Accordingly, the disclosure required under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014 is not applicable.

The Company has no employee drawing remuneration of more than Rs. 8,50,000 per month or Rs. 1,02,00,000 per annum, and hence the Company is not required to give the information prescribed under sub- rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of the remuneration of each whole- time Director and Key Managerial Personnel to the median remuneration of the employees of the Company, and the other particulars required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Report as "Annexure III". The Company has not issued any sweat equity shares and does not have an employee stock option scheme.

The policy of the Company on the appointment and remuneration of Directors, including the criteria for determining qualifications, positive attributes and independence of a Director, and other matters required under sub- section (3) of Section 178 of the Companies Act, 2013, has been framed by the Nomination and Remuneration Committee and is available on the website of the Company at https://juiharlogistics.com. The Board affirms that the remuneration paid to the Directors is in accordance with the terms laid down in the said Policy.

The Board of Directors has adopted a Code of Conduct to regulate, monitor and report trading by designated persons, and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down the guidelines and procedures to be followed and the disclosures to be made while dealing in the shares of the Company, and the consequences of violation. The Company has also put in place a structured digital database as required under Regulation 3(5) of the said Regulations.

The following policies and codes have been approved and adopted by the Board, and the details of each are available on the website of the Company at https://ujiharlogistics.com:

41. CREDIT RATINGS

During the financial year under review, the Company did not obtain any credit rating from any credit rating agency, as no instrument, facility or borrowing requiring a credit rating was issued or availed by the Company. Accordingly, there is no credit rating, and no revision in any credit rating, to report for the year under review.

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

The Company applies a strict control system to monitor day- to- day power consumption in an effort to conserve energy. The Company ensures the optimal use of energy with the minimum extent of wastage so far as possible. The Company is conscious of its responsibilities and has, at every available opportunity, used and implemented such measures as enable the conservation of energy. The Company has not made any capital investment on energy conservation equipment during the year under review.

The Company has not made any special effort towards technology absorption, and no technology has been imported by the Company during the last three financial years. The operations of the Company do not presently require any significant import of technology. The Company has not incurred any expenditure on research and development during the year under review.

At Jujhar Logistics Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

The Company is committed to providing a safe and conducive work environment to its employees. An Internal Complaints Committee has been constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment, and employees are made aware of the consequences of such acts and of the constitution of the Internal Complaints Committee. The Company has in place a Policy on the Prevention of Sexual Harassment at the Workplace which is in line with the requirements of the said Act, and all employees, whether permanent, contractual, temporary or trainees, are covered under the Policy.

The Company confirms that it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the said Act. The status of complaints during the year under review is as follows:

The Company is committed to complying with the applicable provisions of the Micro, Small and Medium Enterprises Development Act, 2006. The particulars of amounts due to micro and small enterprises are disclosed in the Notes to the Financial Statements, the whole of the trade payables of Rs. 141.98 Lakh as at 31st March, 2026 having been classified as dues to micro and small enterprises.

The Company has instituted arrangements designed to ensure compliance with the Competition Act, 2002. During the year under review, no proceeding was initiated against the Company by the Competition Commission of India, and no penalty or direction was imposed on or issued to the Company under that Act.

The Company recognises cyber security and the integrity of its information systems as an area of risk relevant to its operations, its financial reporting and the protection of customer and Company data. Access controls, data backup arrangements and business continuity measures are reviewed periodically and the position is reported to the Audit Committee. No cyber security incident occurred during the year under review.

The Company is not among the top one thousand listed entities by market capitalisation and is accordingly not required to furnish a Business Responsibility and Sustainability Report or to obtain reasonable assurance of BRSR Core. The Board nonetheless keeps under review the environmental and social matters relevant to a road transportation business, including fuel efficiency, emission norms applicable to the fleet, and driver welfare and safety.

The Company had a sufficient number of employees at its administrative office during the year under review. The Company recognises the importance of human value and ensures that proper encouragement, both moral and financial, is extended to its employees so as to motivate them. The Company enjoyed an excellent relationship with its workers and staff during the year, and there was no loss of man- days on account of any industrial dispute.

The Company lays emphasis on a safe and clean environment and continues to adhere to all applicable regulatory requirements and guidelines. No show- cause notice has been received by the Company from any environmental regulator during the year under review, and there is no material environmental litigation pending against the Company.

In compliance with the provisions of the Companies Act, 2013 and Regulation 36 of the SEBI Listing Regulations, the Notice convening the Annual General Meeting together with the Annual Report for the financial year 2025- 26 is being sent only in electronic mode to those Members whose email addresses are registered with the Company, the Registrar and Share Transfer Agent or the Depository Participants. Members may note that the Notice and the Annual Report will also be available on the website of the Company at https://jujharlogistics.com. Members who have not registered their email addresses are requested to do so in support of this initiative.

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there was no transaction in relation to these matters during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise; Issue of shares, including sweat equity shares, to employees of the Company under any scheme; Any scheme of provision of money for the purchase of the Companys own shares by employees or by trustees for the benefit of employees; Voluntary revision of the Financial Statements or the Boards Report under Section 131 of the Companies Act, 2013; Any application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016; Failure to implement any corporate action; Any instance of buy- back of securities.

Your Directors place on record their sincere appreciation of the continued support and co- operation extended to the Company by its bankers, business associates, consultants, customers, vendors and the various Government and regulatory authorities during the year under review. Your Directors also gratefully acknowledge the dedication and commitment of the employees of the Company and of its subsidiary, and the confidence reposed in the Company by its Members. Your Directors look forward to their continued support in the years to come.