Kaushalya Logistics Ltd Directors Report

Dear Members

The Board of Directors of your Company is pleased to present their 17^thAnnual Report on the working of the Company for the year ended 31st March, 2024 together with the Audited Accounts of the Company.

1. FINANCIAL PERFORMANCE SUMMARY

The Companys financial performance, for the year ended 31 st March, 2024 is summarized below:

	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
	(Rs.)	(Rs.)	(Rs.)	(Rs.)
Revenue from Operations	14,65,95,02,383.28	6,32,16,41,463	14,65,95,02,383.28	6,32,16,41,463
Profit/(Loss) before Tax	12,24,83,931.68	9,36,29,863	12,24,83,931.68	9,36,29,863
Provision for Tax	(2,51,72,906.44)	(2,45,71,784)	(2,51,72,906.44)	2,45,71,784
Deferred tax credit (charge)	(58,47,591.44)	16,16,66,0.80	(58,47,591.38)	16,16,660
Adjustment related to earlier year	(4,83,937.79)	87,903	(4,83,937.79)	87,903.03
Profit/(Loss) after Tax	9,09,79,496.07	7,05,86,836	9,10,29,454	7,07,02,297

At the end of the Financial Year 2023-24 Company standalone net profit

Crore Nine Lakhs Seventy Nine Thousands Four Hundred Ninety Six) which is around 1.29 times of Previous Year i.e2022-23 standalone net profit after tax of the Companyi.eRs. 7,05,86,836 (Seven Crores Five Lakhs Eighty Six Thousands Eight Hundred Thirty Six). During the Current Financial Year Company also prepare its Consolidate Financial and the consolidatenet profit after tax was Rs. 9,10,29,454 (Nine Crore Ten Lakhs Twenty Nine Thousands Four Hundred Fifty Four Only).

2. STATE OF COMPANYS AFFAIRS

During the Year the Company engaged in carry on in India and abroad the business of marketing and trading of all varieties of goods, products, rendering services through E-Commerce, internet advertising, mobile internet, online content and off line conventional business through all means.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, forms part of this Annual Report.

4. DIVIDEND

In order to strengthen the financial position of the Company, your directors have decided not to recommend any dividend.

5. TRANSFER TO RESERVES& SURPLUS

The surplus amount in the Profit & Loss account is transferred to the Reserves & Surplus under the sub-head "Surplus."

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was Rs.1853.00 Lakhs. During the year under review the company has not issued any shares or any convertible instruments.

Net Worth

The Companys standalone net worth as on 31 March 2024 was Rs. 4852.43Lacs as compared to Rs. 1927.6 Lacs as on 31 March 2023. The Companys consolidated net worth as on 31 March 2024 was Rs. 4852.43 Lacs as compared to Rs. 1927.6 Lacs as on 31 March 2022.

8. CHANGE IN THE NATURE OF BUSINESS

The Company continues to provide integrated logistics services to its customers and hence, there was no change in the nature of business or operations of the Company, which materially impacted the financial position of the Company during the year under review.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is appended to this report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Our Company Board of Directors, in due regards of this, expand the Company Board as well change in designation of the present Director with newly appointment of KMPSin the Company Board. At the time of signing of this Director report the Board of your company comprises of following Directors and KMPs:

NAME OF PERSON	DESIGNATION
Mr. UddhavPoddar	Managing Director
Mr. Ram GopalChoudhary	Non-Executive Non- Independent Director
Mrs. SuniraChamaria	Woman Non-Executive Director
Mrs. Uma Verma	Independent Director Appointed on 21.07.2023
Mr. N.K Somani	Independent Director Appointed on 21.07.2023 (Resigned on 12.07.2024)
Mr. Vinay Kumar Poddar	Chief Financial Officer (Resigned on 10.04.2024)
Mr. Abhishek Sapra	Chief Financial Officer (Appointed on 10.04.2024)
Mr. Prateek Sharma	Company Secretary (Resigned on 04.03.2024)
Mr. Anupam Agr	Company Secretary (Appointed on 11.03.2024)

RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Ram GopalChoudhary, Director of the Company, being longest in the office, are liable to retire by rotation respectively at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment for approval by the members.

The Board of Directors recommends their appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Mr. Anupam Agr is the Company Secretary- cum- Compliance Officer of the Company with effect from March

11, 2024.

11. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Act, each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from each of the independent directors of the Company confirming that he/she meets the criteria of independent in terms of the provisions of Section 149 (6) of the Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015.

13. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on 21st March, 2024 inter alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

Evaluation of the quality, content and timelines of flow of information between the Management and the

Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013.

15. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to National Stock Exchange of India Ltd. where the Companys Shares are listed.

16. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year 18 meetings of Board of Directors of the Company were held as under:

1. 20th April,2023

2. 03rd May, 2023

3. 12th June,2023

4. 03rd July, 2023

5. 26th July, 2023

6. 18th August, 2023

7. 20th September, 2023

8. 27th September, 2023

9. 28th September, 2023

10. 30th September, 2023

11. 12th October, 2023

12. 26th October, 2023

13. 18th November, 2023

14. 08th December, 2023

15. 24th December, 2023

16. 04th January, 2024

17. 26th February, 2024

18. 11th March, 2024

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and

Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18. APPOINTMENT OF STATUTORY AUDITORS

The Auditors M/s K.N. Gutgutia& Co., Chartered Accountants, (Firm Registration No. 304153E), was re- appointed as Statutory Auditors of the Company at the 15th Annual General Meeting held on 30th September,2022 until the conclusion of the 20th Annual General Meeting of the Company to be held in the calendar year 2027.

19. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION OR ADVERSE REMARK BY AUDITORS IN AUDIT REPORT.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

20. DETAILS OF FRAUD REPORTED BY AUDITOR

The Statutory Auditors have not reported anyinstances of frauds committed in the Company by its Officers or Employees to the Board of Directors under section 143(12)of the Companies Act, 2013 and therefore no detail is required to be disclosed under the Companies Act 2013.

21. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s Pankaj Nigam & Associates, Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial

Auditors is enclosed as Annexure IV to this report.

22. INTERNAL AUDIT & CONTROLS

The Company has appointed M/s STM &Associates(Firm Registration No. 026252N) Chartered Accountants as its Internal Auditors. During the year, the Company implemented their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has given loans and also given guarantee as co-borrower during the year under review covered under the provisions of section 186 of the Companies Act, 2013.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Disclosures for the related party transactions as per the Section 188 Companies Act, 2013 and relevant provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2024 isnt required, being no material related party transactions. Suitable disclosure as required by the Indian Accounting Standards has been made in the notes to the Financial Statements.

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arms length basis. The Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material. Hence, no particulars are required to be mentioned in Form AOC-2 pursuant to section 134 (3)(h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts)

Rules, 2014.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

During the financial year under review, the Company has made an Initial Public Offer (IPO) of Equity Shares of 48,80,000 equity Shares of face value of 10.00/- each including Offer for sale for 15,00,000 Equity Share aggregating to 36.60 Crore. The Company successfully completed the IPO process and the equity shares of the Company were listed on EMERGE platform of National Stock Exchange of India Limited ("NSE SME") on 08th

January, 2024.

Further, there are no other material changes and commitments during the period under review, affecting the financial position of the Company.

26. DEPOSITS

The Company has not accepted any deposit from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. INSURANCE

The properties and assets of your Company are adequately insured.

28. CORPORATE SOCIAL RESPONSIBILITY POLICY

Your Company has been an early adopter of CorporateSocial Responsibility ("CSR") initiatives. Along with asustainable development growth, environmental protection, the contribution to the society is also a key factor for holisticbusiness growth. Your Company has been responsiblymanaging not only its business performance but also itsenvironmental and social impact.

Sustainability - Accountability- Transparency FY 2023-24 UPDATE ON CSR PROGRAMME

The Board of Directors has adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy ofyour Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the website of the Company www.kaushalya During the financial year 2023 - 24, Company earned Profit beforetax Rs. 12,24,83,931.68/- (Rupees Twelve Crore Twenty Four Lakhs Eighty Three Thousands Nine Hundred Thirty One) on recommendation of theBoard of

Directors of the Company, the Board members approved the CSR Budget amounting of Rs. 12,38,536/- (Rupees Twelve Lakhs Thirty Eight Thousands Five Hundred Thirty Six Only) which amounts to 2% of the average net profits of previous 3 (Three) financial years, come after made adjustment according to the Section 198 of the Companies Act, 2013.

Further as the amount need to spent on CSR is not exceeded the prescribed limit under sub-section (9) i.e. INR fifty lakh rupees, board of Director(s) will themselves discharge the function as mentioned in Section 135 and the Companies (Corporate Social Responsibility) Rules, 2014 instead of constitute a separate committee.

The Company has made provision of Rs. 12,38,536 /- Lacs during the Financial Year 2023-24 in respect of CSR expenditure,the Company has intends to spends the CSR amount of FY 2023-24 towards Prime Minister Cares Funds on or before 30.9.2024

29. AUDIT COMMITTEE

Your Company has in accordance with the Section 177 of the Companies Act, 2013 constituted the Audit Committee on 26th July, 2023 comprising of 3 directors.

The Composition of Audit Committee for the financial year 2023-24 is as follows:

Name of the Director	Position held in the Committee	Category of the Director
Mrs. Uma Verma	Chairman	Independent Director
*Mr. Narendra Kumar Somani	Member	Independent Director
Mr. Ram Gopal Choudhary	Member	Non- Executive Director

During the Financial year under review, Four Audit Committee meetings were held.

* Post the end of period under review, Mr. Narendra Kumar Somani, Independent Director, ceased to be the Member of Audit Committee due to resignation as Independent Director w.e.f. 13th June, 2024.

30. NOMINATION AND REMUNERATION COMMITTEE

Your Company has in accordance with the Section 178 of the Companies Act, 2013 constituted the Nomination and Remuneration Committee comprising of 3 directors on 26th July, 2023 The Composition of Nomination and Remuneration Committee for the financial year 2023-24 is as follows:

Name of the Director	Position held in the Committee	Category of the Director
Mrs. Uma Verma	Chairman	Independent Director
*Mr. Narendra Kumar Somani	Member	Independent Director
Mr. Ram Gopal Choudhary	Member	Non- Executive Director

During the Financial year under review, One Nomination & Remuneration Committee meeting was held. * Post the end of period under review, Mr. Narendra Kumar Somani, Independent Director, ceased to be the Chairman of Nomination and Remuneration Committee due to resignation as Independent Director w.e.f. 13th

June, 2024.

31. STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has in accordance with the Section 178 of the Companies Act, 2013 constituted the Nomination and Remuneration Committee comprising of 3 directors on 26th July, 2023.

The Composition of Stakeholders Relationship Committee for the financial year 2023-24 is as follows:

Name of the Director	Position held in the Committee	Category of the Director
Mr. Ram Gopal Choudhary	Chairman	Non-Executive Director
Mr. Narendra Kumar Somani	Member	Independent Director
Mr. Uddhav Poddar	Member	Executive Director

During the Financial year under review, One Stakeholders Relationship Committee meeting was held.

32. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY

The Company has one Associate Company M/s Uddhav Properties Limited, Listed on Metropolitan Stock Exchange of India Limited (MSEI).

Sr. No.	Name and Address of the Company	CIN/GLN	Subsidiary/ Joint Ventures/ Associate	Percentage of shares held	Applicable Section
1.	UDDHAV PROPERTIES LIMITED Add:- 19, CommunityCen- tre,First Floor, East Of Kailash New Delhi110065	L70101D- L1982PLC014024	Associate	35.46	2(6)

The statement containing the salient features of the financial statements of Associate company under the first proviso to sub-section (3) of Section 129 is attached as Annexure-II in AOC-1 and forms part of this Annual

Report.

33. ANNUAL RETURN& EXTRACT OF ANNUAL RETURN

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company in Form MGT-7 is uploaded on website of the Company and can be accessed at www.kaushalya. co.inThe details forming part of the extract of the Annual Return in form MGT- 9 as required under Section 92 of the Companies Act, 2013.

34. DETAILS OF SIGNIFICANT ORDERS PASSED BY REGULATORS

No significant and material orders passed by the Regulators going concern status and companys operations in future.

35. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OFREMUNERATION AND DISCHARGING OF THEIR DUTIES: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION ,PROHIBITION AND REDRESSAL) ACT,2023):

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 an awareness programme about Sexual Harassment Policy was conducted and held at workplace.

37. 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-1" and forms integral part of this report.

38. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are regularly tested and certified by Statutory and cover all offices, and other key business areas of operations. Any significant reported to the Board of Directors on a quarterly basis. The Board of Directors reviews important issues raised by the Statutory Auditors and deliberates on the remediation measures. Further, the adequacy and effectiveness of the Companys internal controls is also reviewed by the Board of Directors along with monitoring of the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

39. ADHERENCE TO SECRETARIAL STANDARDS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA

Your Directors state that applicable Secretarial Standards, i.e. Secretarial Standard-1 on Meetings of the Board of Directors and Secretarial Standard-2 on General Meetings of Shareholders issued by the Institute of Company Secretaries of India have been duly followed by the Company.

40. PARTICULARS OF INFORMATION UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

The provision of section 134 read with Rule 8(xi) of the Companies (Accounts) Rules 2014, is not applicable.

41. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of Companies Act, 2013. Hence, such accounts are not made and maintained by the Company.

42. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE COMPANY

The Board of directors has framed a meticulous risk management policy for the Company and the policy includes identification of types of risks, its assessment, handling, monitoring and reporting. The Company has adopted adequate measures concerning the development and implementation of a risk management policy after identifying the particular elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The same is reviewed on a regular basis.

43. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby state and 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 (c) The directors have taken proper and sufficient 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 had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.

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

44. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Companys website www.kaushalya.co.in

45. PREVENTION OF INSIDER TRADING

The Company has in place a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code of Conduct for Prevention of Insider Trading lays down guidelines advising the management, staff and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of Kaushalya Logistics Limited, and cautioning them of the consequences of violations. The Company Secretary hasbeen appointed as the Compliance Officer.

46. OTHER DISCLOSURES

(i) The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time: As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company.

(iii) Corporate Governance:

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to the company .

47. 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.

The Board wishes to thank all the members, business associates, shareholders for their immense trust and backing to the Company.

The Board of Directors express their gratitude to all the Stakeholders of the Company for their support.

		For Kaushalya Logistics Limited
		(Formerly Kaushalya Logistics Private Limited)
	(Uddhav Poddar)	(Ram Gopal Choudhary)
	Managing Director	Director
	Din: 00886181	Din: 06637502
Date: 03.09.2024	Add: E-504, Greater Kailash Part-II	Add: House No-36, Ground Floor M2k
Place: New Delhi	South Delhi 110048	White House, Sector-57, Haryana (122001)