Rapid Multimodal Logistics Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 6th Annual Report of the Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS:

Amount (In Lakhs)

PARTICULARS	Year ended 31st March 2026	Year ended 31st March 2025
Revenue from business operations	14,301.93	10,299.33
Other Income	22.87	8.33
Total Income	14,324.80	10,307.65
Expenses:
(a) Cost of Services Provided	13,663.88	9,653.77
(b) Employee benefits expense	132.82	152.53
(c) Finance costs	3.87	7.33
(d) Depreciation and amortization expense	15.13	13.32
(e) Other expenses	256.40	178.15
Total Expenses	14,072.09	10,005.10
Profit/(Loss) before exceptional and extraordinary items and tax	252.70	302.55
Exceptional Items & Extraordinary Items	-	-
Adjustments: Prior Period Items	-	-
Earlier Years Gratuity	-	-
Earlier years Depreciation	-	-
Profit Before Tax	252.70	302.55
Tax Expenses
Current Tax expense for the current year	65.32	79.13
Tax Expense relating to previous year	0.53	0.00
Net Current tax expense	65.85	79.13
Deferred Tax	64.13	76.15
Profit/(Loss) for the period	188.57	226.40
Transfer to General Reserve	188.57	226.40

STATE OF THE COMPANYS AFFAIRS

i. Segment-wise position of business and its operations: The company is essentially engaged in integrated/multimodal logistics and transportation services, primarily for B2B customers. It provides end-to-end logistics solutions for movement of raw materials and finished goods, using modes such as road, rail and sea, along with shipment planning, route optimisation, carrier selection, documentation, tracking, coordination and last-mile delivery.

ii. Change in the Status of the Company: There has been no change in the status of the Company for the Financial Year 2025-2026.

iii. Key Business Developments: NA

iv. Change in the Financial Year: There is no change in the financial year followed by the Company.

v. Capital Expenditure Programmes: NA

vi. Details and status of acquisition, merger, expansion, modernization and diversification: NA

vii. Developments, acquisition, and assignment of material intellectual Property Rights: NA

viii. Any other material event having an impact on the affairs of the company: NA

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the business of the Company during the financial year ending March 31, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As of March 31, 2026, the companys Board of Directors consists of six members, with three being Executive Directors and three being Non-Executive Directors. The Non-Executive Directors include two Independent Directors. The Board is chaired by an Executive Director. This composition complies with the requirements of the Companies Act and the SEBI Listing Regulations, as well as any related circulars and notifications issued by SEBI. In addition to the Board, the company has appointed a Chief Financial Officer (CFO) and a Company Secretary (CS).

All appointments of Directors are made in accordance with the relevant provisions of the Regulations, and other laws, rules, and guidelines as may be applicable to the Company. The Nomination and Remuneration Committee (“NRC”) exercises due diligence inter alia to ascertain the ‘fit and proper person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

During the year under review, no changes took place in the composition of the Board of Directors and Key Managerial Personnel

DECLARATION BY INDEPENDENT DIRECTORS:

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Internal Complaints Committee.

The details of the Board Committees of your Company are as follows:

Audit Committee (“AC”)

The Audit Committee and its terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR), 2015, respectively. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:

Sr. No	Name of Director	Designation	Category of Director
1	Mr. Sandip Agarwal	Chairperson	Independent Director
2	Mr. Kumar Shreyans	Member	Independent Director
3	Mr. Narayan Agarwal	Member	Managing Director

Nomination and Remuneration Committee (“NRC”)

The Nomination and Remuneration Committee and the terms of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR), 2015, respectively. The Nomination and Remuneration Committee consists of the following members:

Sr. No	Name of Director	Designation	Category of Director
1	Mr. Sandip Agarwal	Chairperson	Independent Director
2	Mr. Kumar Shreyans	Member	Independent Director
3	Ms. Nidhi Agarwal	Member	Non-executive Director

Stakeholder Relationship Committee (“SRC”)

The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) 2015, respectively. The Stakeholders Relationship Committee consists of the following members:

Sr. No	Name of Director	Designation	Category of Director
1	Mr. Sandip Agarwal	Chairperson	Independent Director
2	Ms. Nidhi Agarwal	Member	Non-executive Director
3	Mr. Narayan Agarwal	Member	Managing Director

Internal Complaints Committee (“ICC”)

The Internal Complaint Committee has been made under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaint Committee consists of the following members:

Sr. No	Name of Director	Designation	Category of Director
1	Ms. Nidhi Agarwal	Presiding Officer	Non-executive Director
2	Ms. Sikha Agarwal	Member	NA
3	Mr. Manoj Goel	Member	Executive Director
4	Mr. Nikesh Garg	Member	NA

MEETINGS OF THE BOARD OF DIRECTORS, AUDIT COMMITTEE (AC), NOMINATION AND REMUNERATION COMMITTEE (NRC)

During the financial year 2025-26, 04 Meetings of the Board of Directors of the Company, 04 meetings of the Audit Committee (AC) and 01 meeting of the Nomination and Remuneration Committee (NRC) and 01 meeting of the Stakeholder Relationship Committee (SRC) was held.

The details of Board Meetings are given below:

Sr. No	Date	Board Strength	No. of Directors Present
1	April 10, 2025	6	6
2	May 30, 2025	6	6
3	September 02, 2025	6	6
4	November 14, 2025	6	6

The details of the Audit Committee Meetings are given below:

Sr. No	Date	Board Strength	No. of Directors Present
1	April 10, 2025	3	3
2	May 30, 2025	3	3
3	September 02, 2025	3	3
4	November 14, 2025	3	3

The details of the Nomination and Remuneration Committee Meeting are given below:

Sr. No	Date	Board Strength	No. of Directors Present
1	November 14, 2025	3	3

The details of the Stakeholder Relationship Committee Meetings are given below:

Sr. No	Date	Board Strength	No. of Directors Present
1	November 14, 2025	3	3

The attendance of each Director at the Board Meeting is mentioned below:

Name of Member	Attendance During the Year 2025-2026
Mr. Narayan Agarwal	4
Mr. Summit Agarwal	4
Mrs. Neha Agarwal	4
Mr. Manoj Goel	4
Mr. Kumar Shreyans	4
Mr. Sandip Agarwal	4

The attendance of each Member of the Audit Committee Meetings is mentioned below:

Name of Member	Attendance During the Year 2025-2026
Mr. Sandip Agarwal	4
Mr. Kumar Shreyans	4
Mr. Narayan Agarwal	4

The attendance of each Member of the Nomination and Remuneration Committee Meetings is mentioned below:

Name of Member	Attendance During the Year 2025-2026
Mr. Sandip Agarwal	1
Mr. Kumar Shreyans	1
Ms. Nidhi Agarwal	1

The attendance of each Member of the Stakeholder Relationship Committee Meetings is mentioned below:

Name of Member	Attendance During the Year 2025-2026
Mr. Sandip Agarwal	1
Ms. Nidhi Agarwal	1
Mr. Narayan Agarwal	1

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company confirms that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company, along with proper explanation relating to material departures, if any;

• The director had 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 of the Company for that period;

• The director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities;

• The director had prepared the annual accounts on a going concern basis;

• The directors, had laid down internal financial controls to be followed by the company, wherever required, and that such internal financial controls were adequate and were operating effectively; and

• The director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION:

The Board have undertaken an annual evaluation of the performance of the entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with rule 8(4) of the Companies (Accounts) Rules, 2014. The performance evaluation forms were circulated to the Board & Committee members, and the responses to the same have been received.

The key outcomes of this evaluation, along with actionable areas, are presented to both the Nomination and Remuneration Committee and the full Board of Directors. This structured approach ensures that the findings are thoroughly discussed and acted upon, leading to a continuous improvement in board effectiveness and overall corporate governance.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

During the period under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration. The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provide for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the work of the Company and its goals. The Nomination and Remuneration Policy is available on the Companys website at www.rapidlogistics.in

CORPORATE SOCIAL GOVERNANCE (“CSR”):

Provisions relating to Section 135 of the Companies Act, 2013 do not apply to the Company for the financial year ended 31st March, 2026.

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

There are no material changes or commitments affecting the financial position of the Company between the end of the period to which this financial statement relates and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

No Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been given, provided or made during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions. All the transactions entered into with the Related Parties during the year under review were on an arms length basis and were in the ordinary course of business.

The Company presented all Related Party Transactions before the Board for their approval specifying the nature, value, and terms and conditions of the transaction.

All the related party transactions are presented to the Audit Committee and Board for their approval. Disclosure in Form AOC-2 is enclosed herewith as "Annexure - D". Your attention is drawn to the related party disclosure made in the note contained in the financial statements of the Company reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties. The policy is available on the website of the Company at www.rapidlogistics.in

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed herewith as "Annexure-A".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Report and is enclosed herewith as "Annexure-B".

CAPITAL STRUCTURE:

During the year under review, there was no change in the Share Capital of the Company.

• The Authorised Share Capital of the company is Rs. 4,00,00,000 (Rupees Four Crore only), divided into 40,00,000 (Forty Lakh), Equity Shares having a face value of RS.10 each.

• The Paid-up equity share capital of the company is Rs. 3,81,12,000 (Rupees Three Crore Eighty- one Lakh Twelve Thousand only) Divided into 38,11,200 (Thirty-eight Lakh Eleven Thousand Two Hundred) Equity Shares of Rs.10 each.

UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives that may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis. The policy is available on the website of the Company at www.rapidlogistics.in

CONSOLIDATED FINANCIAL STATEMENTS:

The Company does not have any subsidiaries, so there is no need to prepare consolidated financial statements for the year 2025-2026.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE

REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING CONCERN STATUS & COMPANYS OPERATION IN FUTURE:

During the period under review, the Company has not received any significant orders/material orders passed by any of the Regulators/Courts/ Tribunals impacting the Going Concern status of the Company and its operations in the future.

WHISTLE BLOWER/VIGIL MECHANISM POLICY:

The Company is committed to maintaining an ethical workplace that facilitates the reporting of potential violations of the Companys policies and the applicable laws. To promote the highest ethical standards, the Company encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/her concern(s) without fear of punishment or unfair treatment. Pursuant to the provisions of the Act and the Listing Regulations, the Company has established a robust Vigil Mechanism for Directors and Employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the Company investigates in such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so. The Whistle Blower Policy/Vigil Mechanism Policy of the Company is available on the website at www.rapidlogistics.in

DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act, read with Companies (Acceptance of Deposit) Rules, 2014.

INVESTOR GRIEVANCE REDRESSAL POLICY:

The Company has adopted an internal policy for Investor Grievance handling, reporting and redressal of the same.

ANNUAL RETURNS:

The Annual Return of your Company as on March 31, 2026, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(n) of the Act, as amended from time to time and the Companies (Management and Administration) Rules, 2014, shall be available on the website of the Company at www.rapidlogistics.in

COST RECORDS:

The provisions of Section 148 of the Act regarding the maintenance of Cost records are not applicable to your Company.

INTERNAL FINANCIAL CONTROL:

The Company has an adequate system of internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Companys policy, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the period under review. There were no instances of fraud that necessitate reporting of material misstatements to the Companys operations.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure C".

DISCLOSURE REGARDING THE ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan during the year under review.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the period under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

STATUTORY AUDITORS AND THEIR REPORT:

M/s. Gupta Agarwal & Associates, Chartered Accountants (FRN No. 329001E), have been appointed as the Statutory Auditor of the Company by the shareholders in the Annual General Meeting held on September 29, 2023, for a period of five years from the Financial Year 2023-24 to hold the office till the conclusion of the Annual General Meeting for FY 2028-29.

The Report given by the Statutory Auditors on Standalone Financial Statements of the Company for the period under review forms part of the Annual Report. There are no observations (including any qualifications, reservations, adverse remarks, or disclaimers) of the Auditors in the Audit Report. Further, the notes to the accounts referred to in the Auditors Report are self-explanatory.

SECRETARIAL AUDITORS AND THEIR REPORT:

The Board of the Company, at its meeting held on 10th April, 2025, approved the appointment of M/s Mamta Binani and Associates, Company Secretaries (ICSI Unique Code: P2016WB060900 and Peer Review Certificate No. 6475/2025), pursuant to the recommendation of the Audit Committee, as the Secretarial Auditor of the Company for the Financial Year 2025-26, at a remuneration of ?2,00,000/- (Rupees Two Lakhs only) per annum, plus applicable taxes and reimbursement of actual out-of-pocket expenses incurred by them during the course of the audit.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as “Annexure E”.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Report.

CORPORATE GOVERNANCE:

Since your Companys Equity shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance Provisions under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to the company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the Code) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employee/Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/Designated Person is permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating to the Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of a legitimate purpose, Performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to providing a conducive environment in which all individuals are treated with respect and dignity, and promotes a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a "Policy for Prevention of Sexual Harassment of Women at Workplace and also constituted an Internal Complaint Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Directors further state that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy adopted by the company for the prevention of sexual harassment is available on the Companys Website at www.rapidlogistics.in

DETAILS AND STATUS OF ACQUISITION, MERGER AND MODERNIZATION AND DIVERSIFICATION DURING THE FINANCIAL YEAR 2025-26:

No Acquisition, Merger, Modernisation or Diversification has taken place in the Company.

REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, Bigshare Services Private Limited was the Registrar and Transfer Agent of the Company.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR:

The Number of Employees as on the closure of Financial Year stood at:

Female: 04 Male: 12 Transgender: 0

STATEMENT THAT THE COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT:

The Company hereby confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961, during the financial year, and extended maternity benefits to eligible employees as per the Act.

OTHER STATUTORY DISCLOSURES:

a) The standalone Financial Statements of the company are placed on the companys website at www.rapidlogistics.in

b) Details of top ten Employees in terms of the remuneration and Employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Boards Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

c) The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principle of any of its debt securities.

d) Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

e) During financial year 2024-25, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

ACKNOWLEDGEMENT:

The Board places on record its gratitude to the government and regulatory authorities, including the Bombay Stock Exchange and the correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates all employees of the Company for their sincere work and commitment.

For and on Behalf of the Board of Directors:
SD/-	SD/-
Narayan Agarwal	Summit Agarwal
Managing Director	Director & CFO
DIN:06944330	Din:08781729
Address: Flat No. 2152, 2nd Block, 15th	Address: Flat No. 2152, 2nd Block, 15th
Floor, TVH Lumbini Square 127,	Floor, TVH Lumbini Square 127,
Bricklin Road, Purasaiwakkam, Vepery,	Bricklin Road, Purasaiwakkam, Vepery,
Chennai-600007, Tamil Nadu, India.	Chennai-600007, Tamil Nadu, India.
Date: 03/09/2026
Place: Chennai