OneClick Logistics India Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the Third Annual Report together with the Audited Financial Statements and Auditors Report thereon for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The summary of Financial Results for the Year ended March 31, 2025:

Particulars	Standalone		Consolidated
	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2025
Total Revenue	4,425.84	2,885.79	4,497.42
Total Expenses	4,141.16	2795.35	4,214.34
Profit Before Tax	284.68	90.44	283.08
Tax Expenses	70.90	24.95	70.93
Net Profit After Tax	213.78	65.49	212.15
Proposed Dividend on Equity Shares	-	-	-
Tax on proposed Dividend	-	-	-
Transfer to General Reserve	-	-	-
Surplus carried to Balance Sheet	213.78	65.49	212.15
Earnings Per Share	5.93	2.12	5.89

Notes:

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

2. OPERATIONAL REVIEW:

During the year under review your company has earned total income of Rs. 4,425.84 Lakhs (Previous year Rs. 2,885.79 Lakhs). The Company has reported a net profit of Rs. 213.78 Lakhs against previous year Rs. 65.49 Lakhs. The Company is engaged in providing clearing and forwarding services, there has been no change in the nature of business of the Company.

3. DIVIDEND:

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2025.

4. RESERVES:

The Company has not transferred any amount to the General Reserves. However, a profit of Rs. 213.78 lakhs has been transferred to Reserves & Surplus.

5. ISSUE OF CAPITAL AND STATE OF THE COMPANYS AFFAIRS:

During the year under review, the Company has not made any fresh issue of shares. However, subsequent to the closure of the financial year, an Extraordinary General Meeting (“EGM”) of the Company was held on Thursday, June 19, 2025, wherein the members approved the increase in the Authorised Share Capital of the Company and consequent amendment to Clause V of the Memorandum of Association.

Pursuant to the said approval, the Authorised Share Capital was increased to Rs.

6.00. 00.000 divided into 60,00,000 Equity Shares of Rs. 10 each. Further, the Company offered 20,94,130 (Twenty Lakh Ninety Four Thousand One Hundred Thirty) Equity Shares of face value ?10/- each at a price of ?168/- per Equity Share (including a premium of ?158/- per Equity Share) on a preferential basis. Against the said offer, the Company successfully allotted 19,89,363 (Nineteen Lakh Eighty Nine Thousand Three Hundred Sixty Three) Equity Shares on July 04, 2025.

As at the end of the financial year i.e. March 31, 2025 the Authorized Share Capital of the Company stood at Rs. 4,50,00,000/- (Rupees Four Crore Fifty Lakhs) divided into

45.00. 000 (Forty-Five Lakh) equity shares of Rs. 10 /- each and the Subscribed and Paid-up Share Capital of the Company stood at Rs. 3,60,38,000 (Rupees Three Crore Sixty Lakh Thirty Eight Thousand) divided in to 36,03,800 (Thirty Six Lakh Three Thousand Eight Hundred) equity shares of Rs. 10/- each.

6. SUBSIDIARY/JOINT VENTURE COMPANIES:

Your Company does not have any joint venture or associate company which have become or ceased to be one during the year under review.

Further, during the year, the Company acquired 51% stake in Nikos Freight Line Private Limited. Consequently, Nikos Freight Line Private Limited has become a subsidiary of your Company. The statement containing the salient features of the financial statements of the subsidiary, in the prescribed format Form AOC-1 pursuant to the provisions of the Companies (Accounts) Rules, 2014, forms part of the financial statements of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of the subsidiary is available on https://www.1click.co.in/investor-relations.

These documents will also be available for inspection during working hours at the registered office of your Company. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request. The Company has formulated policy for determining “Material Subsidiaries”. The said policy can be accessed at https://www.1click.co.in/investor-relations

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors Report.

8. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors Report.

9. SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

10. VIGIL MECHANISM:

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at www.1click.co.in.

11. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION.

Pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (“Fair Disclosure Code”) incorporating a policy for determination of “Legitimate Purposes” as per Regulation 8 and Schedule A to the said regulations and (2) “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said regulations.

12. INSURANCE:

Your Companys assets are adequately insured against all major risks.

13. PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 are not applicable to the Company.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied 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 and loss of the Company for that period;

c) The directors have taken proper and sufficient care towards 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, which are adequate and operating effectively;

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

17. AUDITORS:

Statutory Auditor:

At the 1^st Annual General Meeting of the Company held on September 25, 2022 the Members approved the appointment of M/s JMR & Associates LLP Chartered Accountants (Firm Registration No. 106912W/W100300) the Statutory Auditors of the company to hold office for a period of five years from the conclusion of the 1^st Annual General Meeting of the Company until the conclusion of the 6^th Annual General Meeting of the Company.

M/s. JMR & Associates LLP, Chartered Accountants, the Statutory Auditors of the Company, tendered their resignation due to non-acceptance of the reduction in the fees with effect from October 30, 2024, resulting in a casual vacancy in the office of Statutory Auditors as per the provisions of Section 139(8) of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on November 23, 2024, appointed M/s. Ratan Chandak & Co. LLP,

Chartered Accountants (Firm Registration No. 108696W/W101028), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. JMR & Associates LLP, Chartered Accountants. They were appointed to hold office till the conclusion of the ensuing Annual General Meeting of the Company, in accordance with the provisions of the Companies Act, 2013. The said appointment was duly approved by the members through Postal Ballot vide Notice dated November 23, 2024.

Further, the Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of M/s. Ratan Chandak & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of the 3^rd Annual General Meeting until the conclusion of the 8^th Annual General Meeting, subject to approval of the members at the ensuing Annual General Meeting.

M/s. Ratan Chandak & Co. LLP have confirmed their eligibility and qualifications to be appointed as the Statutory Auditors of the Company in accordance with the provisions of the Companies Act, 2013. A resolution proposing their appointment and remuneration, pursuant to Section 139 of the Companies Act, 2013, together with the explanatory statement under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Notice of the 3^rd Annual General Meeting.

The report of the statutory auditors does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Auditors:

The Company was not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. Prachi Bansal of M/s. Prachi Bansal and Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2024-25. Secretarial Audit Report for FY 2024-25 is enclosed as Annexure-A to this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to approval of members being sought as the ensuing AGM, M/s. Prachi Bansal and Associates, Practicing Company Secretary has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the term of five consecutive financial years from FY 2025-26 till FY 2029-30. M/s. Prachi Bansal and Associates has confirmed that they are not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report of your Company does not contain any qualification, remark and statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, M/s M G P & Associates, Chartered Accountants (FRN: 140164W) was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2024-2025.

18. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

19. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companys operations in future.

20. MEETINGS OF THE BOARD:

The Board met 7 (Seven) times during the financial year 2024-25. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a Separate Meeting held on March 27, 2025. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee. Based on performance of the board as a whole and its committees were proactive, effective and contributing to the goals of the Company.

22. RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arms length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in Form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.1click.co.in. The details of the transactions with Related Party are provided in the accompanying financial statements.

23. DIRECTORS AND KMP:

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajan Shivram Mote, Wholetime Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The requisite particulars in respect of Directors seeking re-appointment are given in Notice convening the Annual General Meeting.

After the closure of financial year, pursuant to the provisions of Section 203 of Companies Act, 2013, the Company has appointed Mr. Ashish Nayak as Company Secretary and Compliance Officer w.e.f May 29, 2025 due to the resignation of Ms. Bhawna Hundlani, Company Secretary and Compliance Officer, who had resigned w.e.f April 01, 2025.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

Independent Director Declaration:

Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

24. COMMITTEES OF BOARD

With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

25. REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

26. PREVENTION OF SEXUAL HARASSMENT:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs include external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at www. 1click. co. in

28. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-B to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to compliance@ 1 click. co.in.

29. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-C to the Report.

30. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

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

31. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year under review, the registered office of the Company was shifted from 511, 5^th Floor, Goldcrest Business Park, LBS Marg, Opp. Shreyes Cinema, Ghatkopar (W), Mumbai - 400086 to 8^th Floor, Office No. 22, CTS No. 174A, LBS Marg, Opp. Damodar Park, Near Ashok Mill, Ghatkopar (W), Mumbai - 400086. The change was carried out to provide improved accessibility and better operational convenience.

32. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director of the Company.

iv) Change in the nature of business of the Company

v) Issue of debentures/bonds/warrants/any other convertible securities.

vi) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

vii) Instance of one-time settlement with any Bank or Financial Institution.

33. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government departments, their Local Authorities and other agencies working with the Company for their guidance and support.

By Order of Board

For, Oneclick Logistics India Limited

Sd/-	Sd/-
Mahesh Liladhar Bhanushali	Rajan Shivram Mote
Managing Director	Whole Time Director & CFO
DIN: 07946644	DIN: 07946637
Date: September 04, 2025
Place: Mumbai