S J Logistics India Ltd Directors Report

To,

The Members

Your directors take pleasure in presenting their 23rd Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for March 31, 2026. This Report has been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

The most significant and far - reaching event in 2025-26 was Direct Vessel Operation made by the Company in the concerned Year which shaped our growth and commitment towards creating a Global Business.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	For the year ended March 31, 2026	For the year ended March 31, 2025	For the year ended March 31, 2026	For the year ended March 31, 2025
Revenue from Operations	44621.59	33119.72	65378.81	50248.95
Other income	46.78	45.26	39.37	36.46
Total Income	44668.37	33164.98	65418.18	50285.41
Less: Total Expenses	39094.57	29319.51	55699.15	43466.56
Profit before exceptional and extraordinary items and tax	5573.80	3845.47	9719.03	6818.85
Less: Extraordinary items	Nil	Nil	Nil	Nil
Profit Before Tax	5573.80	3,845.47	9719.03	6818.85
Tax expenses	1449.29	1010.29	2138.28	1569.49
Profit/ (Loss) for the period	4124.51	2835.18	7580.75	5249.36

2. STATE OF COMPANYS AFFAIR & FUTURE OUTLOOK

During the financial year ended March 31, 2026, the Company delivered strong operational and financial performance, further strengthening its position as a leading integrated logistics service provider. The Company offers a comprehensive range of logistics solutions, including freight forwarding services by air, sea, and land, customs clearance, warehousing, transportation, project cargo logistics, and vessel operations.

The Company is also registered as a Multimodal Transport Operator under the Multimodal Transportation of Goods Act, 1993, enabling it to undertake and provide multimodal transportation services. Leveraging its integrated service portfolio, extensive network, and customer-centric approach, the Company remains well- positioned to capitalize on emerging opportunities in the logistics sector and sustain its growth trajectory in the coming years.

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

The highlights of the Companys performance, on a consolidated basis, as compared to previous Financial Year is as under:

• During the year under review, the Company has a Net profit of Rs. 7580.75 (In Lakhs) against a profit of Rs. 5249.36 (In Lakhs) during the previous Financial Year.

• During the year under review, the revenue from operations of the Company has increased to Rs. 65378.81 (in lakhs) as compared to Rs. 50248.95 (in lakhs) in the previous Financial Year.

• During the year under review the Earning per share has increased to Rs.49.58 compared to Earning per share of Rs. 35.76 for the previous Financial Year.

The highlights of the Companys performance, on a standalone basis, as compared to previous Financial Year is as under:

• During the year under review, Company has a Net profit of Rs. 4124.51 (In Lakhs) against a profit of Rs. 2835.18 (In Lakhs) during the previous Financial Year.

• During the year under review, the revenue from operations of the Company has increased to Rs. 44621.59 (in lakhs) as compared to Rs 33119.72 (in lakhs) in the previous Financial Year.

• During the year under review, the Earning per share has increased to Rs. 26.97 compared to Earning per share of Rs. 19.31 for the previous Financial Year.

The outlook for FY 2026-27 remains positive, backed by the Companys expanding service portfolio, enhanced global presence, and deepening capabilities in complex logistics execution.

3. NATURE OF BUSINESS & MATERIAL CHANGES, IF ANY

The Company is engaged in the business of Shipping and Logistics Solutions to our customers. Key services provided by the Company include Direct Vessel Operations, Freight Forwarding, Project Cargo, Warehousing, Custom Clearance and Transportation Handling services. The Company is a Multimodal Transport Operator registered under the Multimodal transportation of Goods Act 1993 to carry on the business of multimodal transportation.

Material Events and Key Developments During FY 2025-26

During the year under review, the Company achieved significant milestones in business expansion, operational capabilities, and industry recognition:

A. Leadership Recognition

The Companys CMD, Mr. Rajen Shah, and CFO, Mr. Jeet Shah, were featured in the May 2025 edition of Logistics Outlook, highlighting the Companys leadershaip strength and industry contribution.

B. Industry Award

Mr. Jeet Rajen Shah, Whole time Director & CFO, received the “Next-Gen Entrepreneur of the Year” Award at the India Maritime Awards 2025 for excellence in the maritime and logistics sector.

C. Global Expansion of NVOCC Operations

The Company expanded its NVOCC operations to key international locations to Mediterrian, Red Sea and Black sea.

D. Project Cargo Enhancement

A dedicated domestic heavy lift vertical was introduced under the Project Cargo Division, strengthening end-to-end project logistics capabilities across India.

E. Entry into Vessel Chartering

The Company marked its entry into direct vessel operations through its subsidiary S J Logisol Shipping L.L.C., Dubai, by executing its maiden voyage charter

F. Conversion of Warrant to Equity Share

Details of Utilization of Funds Raised through Preferential Issue

[Regulation 32(7A) of the SEBI (LODR) Regulations, 2015]

The Company had raised funds through the preferential issue of 7,00,000 (Seven Lakh) Convertible Warrants to a Promoter Category allottee at an issue price of ?576/- per warrant (including a face value of ?10/- per warrant), aggregating to ?40.32 Crores, on 12th December 2024, subject to receipt of the balance consideration at the time of conversion in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

As on 31 March 2026, the allottee had exercised the conversion option in respect of 1,70,000 (One Lakh Seventy Thousand) Convertible Warrants, which were converted into 1,70,000 Equity Shares of face value ?10/- each upon receipt of the balance issue price in accordance with the applicable regulatory provisions.

Subsequent upto the date of this Report, the remaining 5,30,000 (Five Lakh Thirty Thousand) Convertible Warrants have also been converted into 5,30,000 Equity Shares of face value ?10/- each upon receipt of the balance consideration. Accordingly, all 7,00,000 Convertible Warrants have been fully converted into Equity Shares and there are no outstanding Convertible Warrants pending for conversion. The Company confirms that there has been no deviation or variation in the utilisation of the proceeds from the objects stated in the Notice and Explanatory Statement for the preferential issue, and the funds raised pursuant to the preferential issue have been utilised for the purposes for which they were raised.

G. Shifting of Registered Office from one ROC to another within state

As on the date of this Report, the Registered Office of the Company has been shifted from 901/902/903, Centrum, Opposite Raila Devi Lake, Wagle Estate, Thane - 400604, Maharashtra, under the jurisdiction of ROC Mumbai-II, to 403, 4th Floor, Sabari Samriddhi Building, Ghatla Village Road, S T Road, Chembur, Mumbai - 400071, Maharashtra, under the jurisdiction of ROC Mumbai-I, pursuant to the approval granted by the Regional Director, Western Region. Consequent upon the said change, the Memorandum of Association of the Company has been amended accordingly.

The Companys Corporate Office continues to be situated at 901/902/903, Centrum, Opposite Raila Devi Lake, Wagle Estate, Thane - 400604, Maharashtra.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year under review. The proceeds of the preferential allotment have been fully utilised in accordance with the stated objects of the issue.

5. DIVIDEND

The Board of Directors, after considering the overall financial position of the Company and the significant growth opportunities currently being pursued, has considered it prudent not to recommend any dividend for the financial year under review. The Company intends to conserve its resources to support its ongoing and future business initiatives and growth plans.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Companies Act, 2013 to the Investor Education and Protection Fund (IEPF) of the Government of India.

7. LISTING OF SHARES & DEMATERIALISATION

The Equity Shares of the Company are listed on the SME Emerge platform of National Stock Exchange of India Limited (NSE) with effect from December 19, 2023. The annual listing fees for FY 2026-27 has been paid to the Stock Exchange. Further, Complete Shareholding of the Company is in dematerialized form.

8. SHARE CAPITAL

i. Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company was Rs. 30,00,00,000 (Rupees Thirty Crores Only) divided into 3,00,00,000 equity shares of Rs. 10 each.

A brief of the same in tabular format is prescribed below:

	As on 31st March, 2026		As on 31st March, 2025
Particulars	Number of shares	Amount (in Lakhs)	Number of shares	Amount
Authorised Share Capital:	3,00,00,000	3000.00	3,00,00,000	3000.00
Equity shares of Rs. 10 each

Changes during the Year

• There were no changes made to the Authorised Share Capital of the Company for the year ended 31st March, 2026.

b. Issued, Subscribed and Paid-up Share Capital

Particulars	As on 31st March, 2026		As on 31st March, 2025
	Number of shares	Amount (in Lakhs)	Number of shares	Amount
Issued, Subscribed and Paid-up Share Capital: Equity shares of Rs. 10 each	1,52,93,130	1529.31	1,52,43,130	1524.31

Changes during the Year

• The movement of the issued, subscribed and paid-up share capital of the Company during the financial year is as follows:

(Amount in Rs.)

Issued, Subscribed and Paid-up Share Capital	Number of shares	Equity Share Capital
At the beginning of the year i.e., as on April 01, 2025	1,52,43,130	15,24,31,300
Preferential Allotment during the Financial Year#	50,000	5,00,000
At the end of the year i.e., as on March 31, 2026	1,52,93,130	15,29,31,300

All the equity shares so allotted are duly listed on the National Stock Exchange SME Platform (“NSE Emerge”).

# During the Financial Year ended 31 March 2026, 50,000 Convertible Warrants were converted into 50,000 Equity Shares upon receipt of the balance consideration. Subsequently as on the date of this Report, the remaining 5,30,000 Convertible Warrants were also converted into Equity Shares. Accordingly, all the Convertible Warrants have been converted into Equity Shares and no warrants remain outstanding

8. SUB-DIVISION/ SPLIT OF EQUITY SHARES

No sub-division/ split took place in the Company, for the year under review.

9. BONUS ISSUE

No Bonus issue took place in the Company, for the year under review.

10. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, the Company has three Subsidiaries which are as follows:

Sr. No.	Name of Body Corporate	Identification No.	Relation	Country
1.	SJA Logisol (India) Pvt. Ltd.	CIN U60300MH2018PTC313594	Wholly Owned Subsidiary	India
2.	S. J. L. Group (Singapore) Pte. Ltd.	UEN: 201330204C	Wholly Owned Subsidiary	Singapore
3.	S J Logisol Shipping L.L.C	License No.- 1303861	Wholly Owned Subsidiary	Dubai

Apart from above, there are no Holding /Subsidiary/Joint Venture/ Associate Company.

The Consolidated Financial Statements of the Company for the year ended March 31, 2026 are prepared in compliance with the applicable provisions of the Companies Act, 2013, and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The audited Consolidated Financial Statements together with the Auditors Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a Statement containing salient features of the Financial Statements of the Subsidiary Companies in the prescribed Form AOC-1 is appended as Annexure- I to this report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary Companies are kept for inspection by the Members at the Registered Office of the Company.

The Company shall provide a copy of the Financial Statements of its Subsidiary Companies to the Members upon their request. The statements are also available on the website of the Company at www.sjlogistics.co.in

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans and Investment and Guarantees made by the Company to other Corporate or persons are given in notes to the Financial Statements which forms integral part of this Annual Report.

13. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014. No amount was outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the Balance Sheet date.

14. AUDITORS

o. Statutory Auditor

In accordance with Section 139 of the Companies Act and the rules made there under, M/s. MYSP & Associates LLP (FRN: 116455W), Chartered Accountants were appointed as Statutory Auditor of the

Company in the 21st Annual General Meeting for a term of 5 years commencing from conclusion of the 21st Annual General Meeting upto the 26th Annual General Meeting of the Company to be held in calendar year 2029.

The Auditors have confirmed their availability within the meaning of provisions of Section 139 of the companies Act, 2013.

AUDITORS REPORT

M/s. MYSP & Associates LLP Statutory Auditors of the Company has audited Books of Accounts of the Company for the Financial Year ended March 31, 2026 and has issued the Auditors Report thereon.

The Independent Auditors Report (Standalone and Consolidated basis) for the financial year ended March 31, 2026 on the Financial Statements of the Company and its subsidiaries forms part of this Annual Report.

There are no qualifications or reservation or adverse remarks or disclaimers in the said report. The Auditors Report are self-explanatory and do not call for any further comments.

b. Secretarial Auditor

Under the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Rushabh Doshi & Associates (COP: 25328 & Membership No:24406) as the Secretarial Auditor of the Company for a period of five years from conclusion of the 22nd Annual General Meeting until the conclusion of the 27th Annual General Meeting of the Company to be held in the year 2030.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and marked as Annexure - II to this Report.

There are no qualifications or reservation or adverse remarks or disclaimers in the said report.

c. Internal Auditor

The Company has appointed M/s Oka & Bhat, Chartered Accountants (FRN: 115027W) as its Internal Auditor for Financial Year 2025-26. The Internal Auditor submitted their Report to the Company.

The Internal Auditor conducted periodic internal audits in accordance with the approved audit plan and submitted the internal audit reports to the Audit Committee. The scope of internal audit, inter alia, covered the review of the adequacy and effectiveness of internal financial controls, operational processes, risk management framework, statutory and regulatory compliance, safeguarding of the Companys assets, and the efficiency of business operations.

d. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not applicable to our Company; hence, no such audit has been carried out during the year.

e. Reporting of frauds by Auditors

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013 (“the Act”), any instances of fraud committed against the Company by its officers or employees, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act.

15. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records.

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

16. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

Q) Changes in Directors and Key Managerial Personnel

• DIRECTORS:

As on March 31, 2026, the Board comprised of Seven (7) Directors as below:

Sr. No.	Name of Person	Designation	DIN
1.	Mr. Rajen Hasmukhlal Shah	Chairman & Managing Director	01903150
2.	Mr. Jeet Rajen Shah	Whole-time Director & CFO	06948326
3.	Mr. Kulshekhar Kumar	Whole-time Director	10302488
4.	Mr. Mandar Kamlakar Patil	Independent Director	05284076
5.	Ms. Rajshree Ravindra Gupta	Independent Director	10302526
6.	Mr. Vinod Girijashankar Tripathi	Independent Director	09071425
7.	Mr. Prashant Arvindlal Shah	Non- Executive Director	01081078

• CHANGES DURING THE YEAR

During the year under review, there was change in the Composition of the Board of the Company.

a) Prashant Arvindlal Shah was appointed as Non- Executive, Non-Independent Director of the Company w.e.f June 30, 2025

• DIRECTOR LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Kulshekhar Kumar (DIN: 10302488) Director will retire by rotation at the ensuing 23rd Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company.

• The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) recommends his reappointment for the consideration of the members of the Company at the ensuing 23rd Annual General Meeting of the Company.

• KEY MANAGERIAL PERSONNEL:

During the year under review,

• Mr. Parth Raval resigned from position of Company Secretary and Compliance Officer of the Company w.e.f. December 31, 2025 for better prospects in his professional career.

• Ms. Richa Gupta was appointed as Company Secretary and Compliance Officer of the Company w.e.f. February 23, 2026.

The Key Managerial Personnel (KMP) of the Company (other than Directors) and Senior Managerial Personnel (SMP) as of March 31, 2026 are listed below:

Sr. No.	Name	KMP/SMP	Designation
1.	Mr. Jeet Rajen Shah	KMP	Whole time Director &CFO
2.	Ms. Richa Gupta	KMP	Company Secretary & Compliance Officer

B) DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT. IF ANY

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulations of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

C) ANNUAL PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the Financial Year 2025-26.

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board as a whole, its committees and individual Director has been carried out in accordance with the framework.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed satisfaction with the evaluation process. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board.

During the reporting period, no adverse remarks or qualifications were notified and/or in respect of the Board, its committees and/or any of the Directors.

D) FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programs at periodic intervals.

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates business model etc. Details of the Familiarization Programme are available on the Companys website at www.sjlogistics.co.in.

E) BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises of experts in the field of Finance, Corporate Governance, Enterprise Management and Leadership skills. Your Company has a Woman Independent Director on the Board.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 10 times during the financial year ended March 31, 2026. Which are as follows: April 01, 2025, May 27, 2025, June 30, 2025, August 01, 2025, August 12, 2025, November 10, 2025, November 11,2025, November 12, 2025, February 23, 2026, March 31, 2026.

The Attendance of the Board Member in the respective meetings are as follows:

Name of Director	Board Meetings during the year
	Entitled to attend	Attended
Mr. Rajen Hasmukhlal Shah	10	7
Mr. Jeet Rajen Shah	10	8
Mr. Kulshekhar Kumar	10	8
Mr. Mandar Kamlakar Patil	10	10
Mr. Vinod Girijashankar Tripathi	10	10
Ms. Rajshree Ravindra Gupta	10	10
Mr. Prashant Arvindlal Shah	7	6

18. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Act, states 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 and Loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

19. COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2026 Company has five Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Independent Director Committee and Internal Committee. The details of the composition of the Board and its Committees are placed on the Companys website at www.sjlogistics.co.in.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

a) NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section(3) of Section 178 of the Companies Act, 2013. The Companys Policy laying down the criteria for determining qualifications, positive attributes and independence of directors, and a policy on remuneration of Directors, Key Managerial Personnel and other employees. The policy is available on the Companys website at www.sjlogistics.co.in.

Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

The Committee consists of the following Members as on March 31, 2026:

Name of Committee Members	Status in the Committee	Nature of Directorship	Number of meetings attended
Mr. Mandar kamlakar Patil	Chairman	Independent Director	2
Mr. Vinod Girijashankar Tripathi	Member	Independent Director	2
Ms. Rajshree Ravindra Gupta	Member	Independent Director	2

b) AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.

Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews report of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also

reviews major accounting policies followed by the Company

The Committee consists of the following members as on March 31, 2026:

Name of Committee Members	Status in the Committee	Category	Number of meetings attended
Mr. Mandar Kamlakar Patil	Chairman	Independent Director	6
Mr. Vinod Girijashankar Tripathi	Member	Independent Director	6
Ms. Rajshree Ravindra Gupta	Member	Independent Director	6

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is in existence in accordance with the provisions of Section 178 of the Companies Act, 2013.

Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations and other related matters.

The Committee consists of the following members as on March 31, 2026:

Name of Committee Members	Status in the Committee	Category	Number of meetings attended
Mr. Mandar Kamlakar Patil	Chairman	Independent Director	1
Mr. Vinod Girijashankar Tripathi	Member	Independent Director	1
Ms. Rajshree Ravindra Gupta	Member	Independent Director	1

d) INDEPENDENT DIRECTORS COMMITTEE

The Independent Directors Committee is in existence in accordance with the applicable provisions the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, if any.

The Committee consists of the following members as on March 31, 2026:

Name of Committee Members	Status in the Committee	Category	Number of meetings attended
Mr. Mandar Kamlakar Patil	Chairman	Independent Director	1
Mr. Vinod Girijashankar Tripathi	Member	Independent Director	1
Ms. Rajshree Ravindra Gupta	Member	Independent Director	1

e) INTERNAL COMMITTEE

The Internal Committee is in existence in accordance with the applicable provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act and Rule 2013.

The Committee consists of the following members as on March 31, 2026:

Name of Committee Members	Category	Number of meetings attended
Mrs. Asmita Shah	Presiding Officer	1
Mrs. Swati Nivalekar	External Member	1
Mrs. Rekha Giri	Member	1
Mrs. Anuprita Ruke	Member	1

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on corporate social responsibility is annexed herewith as “Annexure - III”

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

All the transactions/contracts/arrangements entered by the Company during the year under review with related party (ies) are in the ordinary course of business and on arms length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 and there are no material Related Party transactions, which may conflict the interest of the Company, hence Form AOC-2 is not required to be furnished. The Company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Companys website www.sjlogistics.co.in.

22. CORPORATE GOVERNANCE REPORT

Since your Company is an SME Listed Entity and being exempted from the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is not required to prepare the Corporate Governance Report and furnish a certificate on compliance of Corporate Governance norms.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In term of Regulation 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of Section 177(9) of the Act and Regulations of Listing Regulations, to provide a formal mechanism to its Directors/ Employees/Stakeholders of the Company for reporting any unethical behavior, breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected / actual fraud and criminal offences. During the year under review, no such concern from any whistle-blower has been received by the Company. The Whistle Blower Policy is available on the Companys website at www.sjlogistics.co.in

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2026, the Board consists of Seven members, including one Managing Director, two whole-time directors one Non-Executive Director and three independent directors.

On the recommendation of the Nomination & Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Companies Act and Listing Regulations. The remuneration determined for Executive Directors, KMPs and Senior Management Personnel is subject to the recommendation of the NRC and approval of the Board of Directors. The Non-Executive Directors are compensated by way of sitting fees and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non- Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings. Thus, the remuneration paid to Directors, KMPs, Senior Management Personnel and all other employees are in accordance with the Remuneration risk of the Company.

The information with respect to the Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, provided under section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Companys website on www.sjlogistics.co.in

26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules (hereinafter referred to as statement) is required to form a part of this Report. However, the Report and the accounts are being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to cs@sjl.co.in.

Further, the details of Median remuneration as required, is provided hereunder:

I. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2025-26

Sr. No.	Name of the Director	Ratio of remuneration to the median remuneration of the employees
1.	Mr. Rajen Hasmukhlal Shah	689.16%
2.	Mr. Jeet Rajen Shah	689.16%
3.	Mr. Kulshekhar Kumar	845.93%

II. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2025-26

Sr. No.	Name of the Director/ CFO/ Company Secretary	% increase over last F.Y.
1.	Mr. Rajen Hasmukhlal Shah	0%
2.	Mr. Jeet Rajen Shah	0%
3.	Mr. Kulshekhar Kumar*	0%
4.	Mr. Parth Raval* (resignation w.e.f. 31.12.2025)	10.07% (on account of bonus)
III.	The percentage increase/ decrease in the median remuneration of employees in the financial year	0.41% (excluding directors but including Company Secretary)
IV.	The number of permanent employees on the rolls of the Company as on 31st March, 2026.	75
V.	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:	No increase in the base salary; however, based on performance; during FY 2025-26 bonus was given to directors as well as employees. As no such performance linked bonus was given during FY 2024-25 we can notice approximately average 9% increase in the salary of employees. Directors & KMP remuneration is linked with the performance of company and their contribution in growth individually and team as a whole; thus there is variation in average increase in salaries of employees and KMP
VI.	The key parameters for any variable component of remuneration availed by the directors	Variable incentive / remuneration is provided based on sales by respective directors / employees along with their participation in management & organizations growth and
VII.	Affirmation that the remuneration is as per the remuneration policy of the Company	Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of your Company.

The Director shall also be eligible for performance-based incentives, which are variable in nature and are not Included herein

* Ms. Richa Gupta has been appointed as a Company Secretary & Compliance officer w e. f 23d February2026.

27. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 (“the Act) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2026 is available on the Companys website at www.sjlogistics.co.in

28. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There were no cases/complaints filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”).

The Company has in place an Internal Committee (IC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2025-26

Number of complaints received	0
Number of complaints disposed of	Not Applicable
Number of cases pending for more than 90 days	Not Applicable

The Company is committed to providing a safe and respectful work environment for all its employees, and necessary awareness programs are conducted from time to time.

29. MATERIAL CHANGES AND COMMITMENTS, 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 have been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from FY 2022-23 in respect of reporting on ESG (Environment, Social and Governance) parameters.

Since, the Company does not fall under these criteria the Business Responsibility & Sustainability Report for FY 2025-26 is not applicable to the Company.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Given the nature of activities of your Company, it has not spent any substantial amount on conservation of energy and technology absorption respectively under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Further, more details have been given in Annexure IV attached to this report.

32. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, the Company has not received any Orders from the Regulators or Courts or Tribunal which can impact the going concern status of the Company.

33. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the Regulation 34 (2) of the Listing Regulations, a cash flow statement is part of the Annual Report FY 2025-26. Also, the Company has presented the Consolidated Financial Statements of the Company for the financial year 2025-26 which forms the part of the Annual Report FY 2025-26.

34. POLICIES

All the policies are available on the website of the Company i.e. www.sjlogistics.co.in

35. PREVENTION OF INSIDER TRADING

The Company has also adopted Insider Trading Rules, 2023. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this Rules/code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015.

36. GREEN INITIATIVE

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 23rd Annual General Meeting of the Company including the Annual Report for FY 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

37. SYSTEM AND INFORMATION:

The Companys operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business we have firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

38. OTHER DISCLOSURES

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e) Disclosures under section 134(3)(l) of the companies act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and the date of this report.

f) Disclosure regarding application made or any proceeding pending under the insolvency and bankruptcy code, 2016, during the year along with their status as at the end of the financial year

During the period under review there are no such application made or no such proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) Disclosure regarding one time settlement and details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution. Further There was no revision of financial statements and Boards Report of the Company during the year under review.

h) Reconciliation of Share Capital Audit:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a peer reviewed Practicing Company Secretary.

39. 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.

40. CAUTIONARY STATEMENT:

This report contains forward - looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Companys current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

41. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

42. ACKNOWLEDGEMENTS

Your directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.

For and on behalf of the Board of Directors
S J Logistics (India) Limited
Sd/-	Sd/-
Rajen Hasmukhlal Shah	Jeet Rajen Shah
Chairman & Managing Director	Whole Time Director & CFO
DIN: 01903150	DIN:06948326
Place: Thane
Date: August 24, 2026