Ritco Logistics Ltd Directors Report

To,

The Members,

Your directors have pleasure in presenting their 24 th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. Financial highlights

The financial performance of your Company: Rupees in [Lakhs]

2. State of Company s affairs and future outlook

In the Financial Year 2025 your company Revenue from Operations increased by 27.35% at Rs. 1,18,855.96 Lacs (previous year Rs. 93,330.25 Lacs).

While the PBITDA (Profit before Interest, Tax, Depreciation/ Amortization) increased by 26.90 % at Rs. 10,198.75 Lacs (previous year Rs. 8,037.01 Lacs).

After accounting for all expenses including depreciation, exceptional items and Tax, the company earned a Profit After Tax increased by 38.45 % at Rs. 4,719.47 Lacs (Previous year Rs. 3,408.76 Lacs).

Your Company is committed to its tradition of being growth-oriented while being cost effective making it competitive in market, by responding faster to the changing requirements of the market also by expanding its customers and by further strengthening its already strong presence in the industry.

3. Change(s) in the nature of business, if any

There is no change in nature of business of the Company during the Financial Year 2024-25. Your Company continues to be one of the leading Logistics service providers in the country.

4. Dividend

The Directors are not recommending any dividend looking at the current scenario of the economy and future growth prospects of the company and industry in the coming years the Directors feel the need to reinvest in the company.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund

Since there was no unpaid/ unclaimed Dividend in the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. Transfer to Reserves

The Company is not proposing to transfer any amount to the General Reserve for the financial year 2024-25. All the profit of the Company shall carry forward to credit balance of Profit and Loss account of the Company.

7. Changes in Share Capital

Authorized Capital

During the FY 2024-25 the Authorized share capital has been increased from Rs. 26,00,00,000/- divided into 2,60,00,000 Equity Shares of Rs. 10/- each to Rs. 30,00,00,000/- divided into 3,00,00,000 Equity Shares of Rs. 10/- each with the approval of shareholders in the EGM held on 20 th July, 2024.

Issued, Subscribed & Paid-Up Capital

The company has allotted 38,46,139 (Thirty-Eight Lacs Forty-Six Thousand One Hundred Thirty-Nine) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) under Preferential issue on 25 th July, 2024 and the Paid-Up Capital of the Company is Rs. 28,32,27,570/- divided into 2,83,22,757 Equity Shares of Rs. 10/- each as on 31 st March, 2025.

*Further, The Company has allotted 3,00,000 Equity shares upon conversion of warrants which were issued on preferential basis to the promoters of the company in the Board meeting held on 19 th May, 2025. The Stock Exchanges have given the listed and trading approval for the same and accordingly, Paid-Up Capital of the Company has been increased from Rs. 28,32,27,570/- divided into 2,83,22,757 Equity Shares of Rs. 10/- to Rs. 28,62,27,570/- divided into 2,86,22,757 Equity Shares of Rs. 10/-.

8. Details pertaining to shares in suspense account

None of the shares of the Company are in DEMAT Suspense Account or Unclaimed suspense Accounts thus the point is not applicable.

9. Employee Stock Option Schemes

Your Company has instituted multiple Schemes, all of which have received requisite approval from the shareholders. These Schemes are structured in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, with the objective of enabling employees to participate in your Company s long-term growth and financial success. At your Company, employee engagement and retention are key strategic priorities.

The Company believes that fostering a sense of ownership among employees not only enhances their commitment and job satisfaction but also contributes significantly to improved productivity and sustained organizational performance. Through these initiatives, the Company aims to cultivate a culture of shared success and long-term value creation.

The grant of Employee Stock Options under the approved Schemes is subject to the review and approval of the Nomination and Remuneration Committee ( NRC ), in accordance with the Company s Compensation Policy. Options are awarded as part of the Annual Performance Review cycle and at the time of hiring, based on a comprehensive evaluation of several parameters including the employee s scale, designation, performance ratings, grade, tenure of service, strategic importance of the role, and overall contribution to Company s performance etc.

This structured and merit-based approach has helped in aligning employees with Company s long-term objectives and thereby reinforcing a culture of performance and accountability.

Following are the Employee Stock Option Schemes in force as on March 31, 2025:

Pragati Ki Aur Employee Stock Option Plan 2022 ( ESOP Plan 2022 ) approved by shareholders on 28 th February 2022

Employee Stock Option Plan- Pragati Ki Aur II ( ESOP Plan 2023 ) approved by Shareholders on 26 th October 2023

In line with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, a statement giving complete details is available on the website of the Company www.ritcologistics.com

Details under Section 67 (3) of Act, 2013 in respect of any scheme of provision of money for purchase of own shares by employees or by trustees for the benefit of employees

The Company has not provided any loan or finance scheme to any employees or by trustees for the benefit of its employees for the purchase of its own shares.

10. Details relating to material variations

The purpose of the public issue held by company was to utilize the proceeds of issue for the Warehouse development, Technology upgradation, Fleet Centre upgradation, the Working Capital requirements and general corporate purposes.

The Directors declare that the proceeds had been utilised as per the said purposes in the prospectus of the Company and no material variations has been done with the issue proceeds.

11. Directors and Key Managerial Personnel

Details of Directors or key managerial Personnel as on 31/03/2025

Pursuant to Section 152 of the Companies Act, 2013, Mr. Man Mohan Pal Chadha Singh, Whole-Time Director of the company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the Notice.

Changes during the Year

During the period under review, there are few changes that took place in the Board of the Company as mentioned below:

Mr. Gautam Mukherjee had stepped down from the post of Chief Financial Officer of the Company and tendered his resignation dated 29th August, 2024 and upon his resignation Mr. Man Mohan Pal Singh Chadha was appointed as the Chief Financial Officer (CFO) of the Company effective from 4th September 2024.

12. Declaration by Independent Director

The Company has received necessary declarations from each Independent Director of the Company stating that: (i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and

(ii) as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specified under Schedule V of the Listing Regulations and are independent of the management

In the Opinion of the Board there has been no change in the circumstances affecting their status as Independent Directors.

13. Familiarisation Programme for Independent Directors

Disclosure pertaining to familiarisation programme for Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report.

14. Separate Meeting of Independent Directors

Schedule IV of the Act, Listing Regulations and Secretarial Standard 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors Meeting was held on March 22, 2025. The Independent Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and with the Chairperson, and rest of the Board.

15. Number of meetings of Board of Directors

The Board of Directors met Seven (7) times during the financial year 2024-25. The provisions of Section 173 of the Companies Act, 2013 and Secretarial Standard 1 issued by the Institute of Company Secretaries of India (ICSI) were adhered to while considering the periodicity and time gap between two meetings.

The details of the meetings of the Board are furnished below:

16. Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

Pursuant to Sections (3)(p) and 178(2) of the Act and Regulations 17 and 19 of the Listing Regulations and Nomination and Remuneration Policy of the Company, Nomination and Remuneration Committee of the Board of Directors have carried out annual performance evaluation of Board, the Directors individually as well as the evaluation of the working of its Committees.

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. The Companies Act, 2013 not only mandates Board, its Committees and Directors evaluation, but also at the same time requires the evaluation to be formal, regular and transparent.

The Nomination and Remuneration Committee of the Board evaluated the performance of individual Director(s) on the Board excluding the Director being evaluated, the Board as a whole, Chairperson of the Board and all of its committees based on the evaluation criteria of the Company defined under Nomination and Remuneration Policy.

It was further acknowledged that every individual Member and Committee of the Board contribute their best in the overall growth of the organization.

17. Managerial Remuneration

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Please note that median is calculated for the employee who stayed with Company for the whole current financial year 2024-25 and the whole previous financial year 2023-24.

a. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

b. the percentage increase in remuneration of each director, Chief Financial Officer, Chief

Executive Officer, Company Secretary or Manager, if any, in the financial year:

c. the percentage increase/(decrease) in the median remuneration of employees in the financial year: There has been decrease of 29.62% in median remuneration of employees. As on the financial year ended March 31, 2025, the number of employees increased by 100 compared to March 31, 2024. Median has been calculated by taking remuneration on annualised basis considering the employees as on year end.

d. the number of permanent employees (Other than Director and KMPs) on the rolls of company: There were 1087 employees as on March 31, 2025.

e. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NA

f. remuneration is as per the remuneration policy of the Company.

g. The Board s report shall include a statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee who- (i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees; NA

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month; NA

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

NA

h. Number of shares and any other securities held by non-executive directors. ( Clause 2(f) to Para C of Schedule V of Listing Regulations.):

500 Shares held by Ms. Roma Wadhwa.

Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided. ( Clause 2(j) to Para C of Schedule V of Listing Regulations.):

- NA

18. Details of Subsidiary, joint ventures, Associate company.

The company has one subsidiary as per detail mentioned below:

Accordingly, as at the end of the Financial Year and also as on the date of this Report, the Company have one subsidiary Company as mentioned in the above table. However, the Company is not a part of any Joint Venture.

19. Statutory Auditors

The Statutory Auditor M/s. Mittal & Associates Chartered Accountants, Mumbai was appointed for the term of 5 years in the 23 rd AGM of the company till the conclusion of 28 th AGM.

The Notes to the financial statement refereed in the Audit Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The

Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statement in this Annual Report.

20. Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

21. Cost Auditors

The Company was not liable for the appointment of Cost auditor pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014.

22. Secretarial Audit Report

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on August 28, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s Mukun Vivek & Company, Practising Company Secretaries, a peer reviewed firm, as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the ensuing AGM.

Further, the Company has appointed M/s Mukun Vivek & Company, Practising Company Secretaries, a peer reviewed firm to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit report dated 23 rd August, 2025 is annexed herewith as

Annexure I .

There are no qualifications made by the Secretarial Auditor in his report for the financial year ended March 31, 2025.

23. Committee constitution and Meetings

Audit Committee:

Nomination and Remuneration Committee:

Stakeholder Relationship Committee:

Corporate Social Responsibility Committee:

Management and Operations Committee:

Internal Complaints Committee:

24. Vigil mechanism and Whistle Blower Policy

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

The purpose of the Whistle blower Policy is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company.

25. Risk Management Policy

Your Board of Directors has not formulated & adopted Risk Management Policy required under the Regulation 21 of the SEBI Listing Regulations, 2015 as such said provisions not applicable to the Company.

26. Extract of the annual return

The Annual Return of the Company as on March 31, 2025 in Form MGT 7 in accordance with Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, will be made available on the website of the Company at https://www.ritcologistics.com

27. Material changes and commitments, if any, affecting the financial position of the

Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There were no material changes and commitments, which affected the financial position of the Company between the end of the financial year of the Company to which the financial statements relates and the date of the report.

28. Details of significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company s operations in future

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

29. Statement in respect of adequacy of internal financial controls with reference to the

Financial Statements

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s 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 disclosures.

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened. The Company s internal control system is commensurate with its size, scale and complexities of its operations.

30. Deposits

The Company has not accepted any Public Deposits, during the year under review.

31. Particulars of loans, guarantees or investments under section 186

During the year, the company has given the loan to its step-down subsidiary M/s Trucksup Solution Private Limited of Rs. 2000.00/- (In Lakhs) and the approval of the same has been taken from the shareholders.

Further, an investment in Equity shares of M/s Logro Sourcing Private Limited has been made under section 186.

32. Particulars of contracts or arrangements with related parties

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy.

During the period under review, all Related Party Transactions entered into by the company with related parties were in Ordinary business and at arms length basis. Further, details of material contracts/arrangements/transactions entered by the company at arms length basis are disclosed in AOC-2 as Annexure II to director report

33. Corporate Governance

Your Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. It has always been the Company s endeavour to excel through better Corporate Governance and fair and transparent practices. A Report on Corporate Governance forms part of this Report as Annexure III .

M/s. Mukun Vivek and & Co., Company Secretaries, the Secretarial Auditor of the Company vide their certificate, have confirmed that the Company is and has been compliant with the conditions stipulated in the chapter IV of the Listing Regulations. The said certificate is annexed as Annexure IV to this Report.

34. Fraud Reporting

During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee or to the Board under section 143(12) of the Companies Act, 2013 and rules made thereunder. During the year under review, the Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee or to the Board under Section 143(12) read with Section 204 of the Companies Act, 2013 and rules made thereunder.

35. Disclosures under Sexual Harassment of Women at Workplace (Prevention,

Prohibition& Redressal) Act 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the Company has constituted an Internal Complaints Committee to monitor the anti-sexual harassment mechanism and complied all the provisions under the said Act. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

The Internal Complaints Committee as on March 31, 2025 comprise:

1. Mr. Man Mohan Pal Chadha Singh Chairperson

2. Mr. Sanjeev Kumar Elwadhi Member

3. Ms. Roma Wadhwa Member

During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

36. Maternity Benefit Act

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961 and all applicable rules thereunder. We are committed to supporting women employees by providing all statutory maternity benefits and fostering a safe and inclusive workplace. The Company will continue to take steps to enhance awareness and ensure consistent implementation of such employee welfare measures to promote employee well-being and gender diversity.

37. Details of Downstream Investment

The Company has an investment in Equity shares in its Subsidiary M/s Logro Sourcing Private Limited.

38. Details of Voluntary Delisting

Company was not delisted its equity shares as per Regulation 6(1) (a) of SEBI (Delisting of Equity Shares) Regulations, 2009, during the Financial Year 2024-25.

39. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Statement giving the details of conservation of energy, technology absorption and foreign exchange earning & outgo in accordance with requirements of Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is as follows: -

A) Conservation of Energy

Not Applicable

B) Technology Absorption, Adoption and Innovation

Not Applicable

C). Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the year as follows: -

40. Corporate Social Responsibility and its terms of reference

The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year, composition of the CSR Committee, average net profit for last three financial year and details of CSR spent during the financial year are set out in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and attached as Annexure V.

41. Directors Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors 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 and loss of the company for that period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors have overseen that the annual accounts on a going concern basis; and e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. f. the directors have laid down internal financial controls to be followed by the

Company and that, to the best of their knowledge, examination and analysis, such internal financial controls have been adequate and were operating effectively; and g. the directors had ensured through oversight of the existence of proper systems to ensure compliance with the provisions of all applicable laws and that, to the best of their knowledge, such systems were adequate and were operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company s internal financial controls were adequate and effective during Financial Year 2024-25.

42. Secretarial Standards

The company has complied with the applicable secretarial standards as issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

43. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

- There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2024-25.

- The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

44. Acknowledgements

The Board desires to place on record its sincere appreciation for the support and cooperation received from the Companys Bankers and Officials of the concerned Government Departments, employees and the members for the confidence reposed by them in the management.

For Ritco Logistics Limited