shree vasu logistics ltd Directors report

SVLL // 2022-23

To

Dear Members,

Your Directors take pleasure in presenting their 17th Annual Report on the business and operations of the company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

COMPANY SPECIFIC INFORMATION

The financial performance of the Company for the year ended on March 31, 2023 and the previous financial year ended March 31, 2022 is given below:

FINANCIAL SUMMARY & HIGHLIGHTS

Particulars	March 31, 2023	March 31,2022
Revenue from Operations	10,050.90	8481.77
Other Income	133.01	31.90
Total Income	10,183.91	8513.67
Less: Expense (Excluding depreciation)	8304.05	7216.1
Profit before depriciation	1879.86	1297.57
Less Depriciation	1,566.50	1044.01
Profit before Exceptional & extra-ordinary items & Tax	313.36	253.56
Less: Exceptional Item	0.00	0.00
Add/ Less: Extra Ordinary Items	0.00	0.00
Profit before Tax	313.36	253.56
Less: Deferred tax	(32.33)	(40.63)
Less: Income tax	140.96	76.27
Less: Previous year adjustment of income tax		0.63
Net Profit/ (Loss) after Tax for the year	204.73	217.29
Dividend (including Interim if any and final)	0.00	0.00
Net Profit after Dividend Tax	204.73	217.29
Amount Transfer to General Reserves	0.00	0.00
Balance carried to the Balance Sheet	204.73	217.29
Earnings per share (Basic)	1.79	1.90
Earnings per share (Diluted)	1.78	1.90

Financial Performance

During the year under review, your Company has achieved total Revenue (i.e. Revenue from Operations & Other income) of Rs. 10,050.90 lakhs as against Rs. 8,481.77 lakhs for the previous year ended March 31, 2022. Your Company has achieved profit before tax of Rs. 313.36 lakhs for the current year as against Rs 253.56 lakhs for the previous year. Your Company has achieved profit after tax of Rs. 204.73 lakhs for the current year as against Rs. 217.29 lakhs for the previous year 2021-22. Further, during the year under review, the below mentioned significant events took place which were duly approved by the members in the 16th AGM held on 26th September, 2022:

Transfers to reserves

The Board of Directors has decided to retain the entire profit as retained earnings. Accordingly, the Company has not transferred any amount to the reserves for the year ended 31st March, 2023.

Dividend for financial year 2022-23

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

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 which have occurred between the end of the financial year and the date of this Report.

Changes in the nature of business

There have been no changes in the nature of business and operations of your Company during the year under review except that the Company has ventured into retail business by setting up Exclusive Brand Outlets (EBOs) for the renowned brand "Jockey" (Page Industries Limited).The company has set up 18 Outlets across different states of the country including Orrisa, Maharashtra, Chhattisgarh, Madhya Pradesh and Goa.

Issue of Bonus Shares:

During the year under review, your Company has increased its paid-up share capital from Rs. 7,64,40,000 (Rupees Seven crore Sixty-Four Lakhs and Forty ousand only) to Rs. 11,46,60,000 (Rupees Eleven crore Forty-Six Lakhs and Sixty ousand only) by issuance of 38,22,000 ( irty-Eight Lakhs Twenty-Two ousand) Bonus Equity Shares of Face Value of Rs. 10/- (Rupees Ten only) each, credited as fully paid up Equity Shares to eligible Members of the Company in the proportion of 1 (One only) new fully paid up Equity Share of Face Value of Rs. 10/- (Rupees Ten only) each for every 2 (Two only) existing fully paid-up Equity Share of Face Value of Rs. 10/- (Rupees Ten only).

Employees Stock Option Plan ("ESOP")

During the year under review, your Company has introduced Employee Stock Option Plan under a scheme named "Shree Vasu Logistics Limited-Employee Stock Option Plan 2022" (SVLL-ESOP 2022). SVLL-ESOP 2022 was duly approved by the Board vide Board Resolution dated August 29, 2022 and Members Resolution passed in the 16th AGM held on September 26, 2022.The relevant details as per Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are as under:

DETAILS RELATED TO ESOS

S.No. Description	Year ended March 31, 2023	Year ended March 31, 2022
1. Date of shareholders approval	September 26, 2022	-
2. Total number of options approved under ESOS	5,00,000	-
3. Vesting requirements	As may be decided by the Nomination & Remuneration Committee at the time of grant of options	-
4. Exercise price or pricing formula	As may be decided by the Nomination & Remuneration Committee at the time of grant of options	-
5. Maximum term of options granted	As may be decided by the Nomination & Remuneration Committee at the time of grant of options	-
6. Source of share	Primary	-
7. Variation in terms of options	No Variations	-
8. Method used to account for ESOS	Fair Value Method	-

OPTION MOVEMENT DURING THE YEAR

S.No. Description	Year ended March 31, 2023	Year ended March 31, 2022
1. Number of options outstanding at the beginning of the period	Nil	-
2. Number of options granted during the year	1,55,700	-
3. Number of options forfeited / lapsed during the year	-	-
4. Number of options vested during the year	-	-
5. Number of options exercised during the year	-	-
6. Number of shares arising as a result of exercise of options	NA	-
7. Amount realized by exercise of options	-	-
8. Loan repaid by the Trust during the year from exercise price received	NA	-
9. Number of options outstanding at the end of the year (out of total number of options approved under scheme)	3,44,300	-
10. Number of options exercisable at the end of the year (out of total number of options approved under scheme)	85000	-

EMPLOYEE WISE DETAILS OF ESOP GRANTED TO SENIOR MANAGEMENT

a) Senior Management

S.No. Name of the senior management personnel	Designation	No. of options granted du- ring the year	Exercise Price
1. Anil Kumar Katre	AGM	5100	60
2. Manoj Chandrakar	AGM	5100	60
3. Khileshwar Verma	AGM	5100	60
4. Nishit Parmar	Sr. Manager-Marketing	5100	60
5. Nitin Gulechha	Sr. Manager-Accounts	5100	60
6. Shreety Sahu	Sr. Manager-IT (Soffware)	5100	60

b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: NIL

c) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: NIL

Description of the method and significant assumptions used during the year to estimate the fair value of the options, including the following weighted average information:

The Black Scholes option-pricing model was developed for estimating fair value of traded options that have no vesting restrictions and are fully transferable. Since option-pricing models require use of substantive assumptions, changes therein can materially affect fair value of options.The option pricing models do not necessarily provide a reliable measure of fair value of options.

THE FAIR VALUE HAS BEEN CALCULATED USING THE BLACK SCHOLES OPTION PRICING MODEL. THE ASSUMPTIONS USED IN THE MODEL ARE AS FOLLOWS:

ESOP Series	ESOP22	ESOP22	ESOP22
Year	Year 1	Year 2	Year 3
Vesting	33.34%	33.33%	33.33%
Variable	Value	Value	Value
Spot Price S	134.00	134.00	134.00
Exercise Price K	60.00	60.00	60.00
Risk Free Rate r	7.33%	7.19%	6.95%
Average Option Life t	0.54	1.04	1.54
Volatility SD	45.96%	59.96%	58.81%
Call Value Call	76.40	80.06	83.12

The method used and the assumptions made to incorporate the effects of expected early exercise: NA

How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility: We have considered the historical price of the company at the stock exchange, where the trading volume is high.The average closing price on weekly basis was taken to calculate the volatility of the shares.

Whether any other features of the options granted were incorporated into the measurement of fair value, such as a market condition: No

Details of revision of financial statement or the report

The company has not revised its financial statement or the Report in respect of any of the three preceding financial years; neither voluntarily nor pursuant to the order of a judicial authority.

Industry Overview

The Indian logistics industry is growing, due to a flourishing e-commerce market and technological advancement.The logistics sector in India is predicted to account for 14.4% of the GDP.The industry has progressed from a transportation and storage-focused activity to a specialized function that now encompasses end-to-end product planning and management, value-added services for last-mile delivery, predictive planning, and analytics, among other things. One of the key drivers of this expansion is projected to be the rise of Indias logistics industry, which employs 22 million people and serves as the backbone for various businesses.The logistics sector in India was valued at US$ 250 billion in 2021, with the market predicted to increase to an astounding US$ 380 billion by 2025, at a healthy 10%-12% year-on-year growth rate. Moreover, the government is planning to reduce the logistics and supply chain cost in India from 13-14% to 10% of the GDP as per industry standards.

Industry overview is more specifically described in the Management Discussion and Analysis Report (MDAR) which forms part of Boards Report.

Capital Structures

Authorised Share Capital

During the year under review, the Authorized Share Capital of the Company has been increased from Rs. 9,00,00,000 (Rupees Nine Crore only) to Rs. 15,00,00,000 (Rupees Fi_een Crore only) vide special resolution of members of the Company passed at the 16th Annual General Meeting of the members of the Company held on 26th September, 2022.

Paid Up Share Capital

During the year under review, the Paid-up Share Capital of the Company has been increased from Rs. 7,64,40,000/- (Rupees Seven Crore Sixty-Four Lakhs and Forty ousand only) to 11,46,60,000 (Rupees Eleven Crore Forty-Six Lakhs and Sixty ousand only) by issuance of 38,22,000 bonus shares of Rs. 10 each.

CREDIT RATING OF SECURITIES

Your Company continues to enjoy a moderate credit rating which denotes a high degree of safety regarding timely servicing of its financial obligations. During the year under review, your Company approached to CARE Ratings Limited to review the ratings assigned. CARE has duly re-assigned credit ratings on March 25, 2023 which are given hereunder:

Facility/Instrument	Rating
Long–term Bank Facilities	CARE BBB-; Stable
	(Triple B Minus; Outlook: Stable)
Short Term Bank Facilities	CARE A3
	(A ree)

MANAGEMENT

Directors (Appointment/Cessation)

During the year under review, Mr. Dhairya Jhamb (DIN- 01395425) has been appointed as an Independent Director with effect from 1st January, 2023, for a period of five years.

In the opinion of the Board, the above Director appointed during the year have integrity, relevant expertise and experience (including the proffciency) to act as an Independent Directors of the Company.

Directors Liable to Retire by Rotation and Being Eligible Offer themselves for Re-Appointment

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Preeti Garg (DIN: 07048745) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment.

Key Managerial Personnel (Appointment/Cessation)

During the year under review, the following changes have taken place in the Key managerial Personnel (KMP) of the Company:

Name of the KMP	Designation of the KMP	Appointment/Cessation	Effective Date
Gautam Bandhe	Company Secretary & Compliance Officer	Cessation	04-04-2022
Surabhi Deshmukh	Company Secretary & Compliance Officer	Appointment	18-04-2022
Loknidi Akhilesh Rao	Chief Executive Officer	Appointment	21-07-2022

COMPOSITION OF BOARD OF DIRECTORS

The composition of the Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. ey show active participation at the board and committee meetings, which enhances the transparency and adds value.

As on March 31, 2023, the Board of company consists of Six (6) Directors.The composition and category of Directors is as follows:

Category	Name of Directors	DIN
Promoter & Managing Director	Mr. Atul Garg	01349747
Promoter & Wholetime Director	Mr. Shree Bhushan Garg	01349775
Non-Executive Director	Mrs. Preeti Garg	07048745
Non-Executive Independent Director	Mr. Chetan Agrawal	00748916
Non-Executive Independent Director	Mr. Kulamani Mohanty	08206986
Non-Executive Independent Director	Mr. Dhairya Jhamb	01395425

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence as provided under Section 149(6) of the Act and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board of the Company after taking these declarations on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company.

In accordance with the provisions of Section 150 of the Act read with the applicable rules made thereunder, the Independent Directors of the Company have registered themselves in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs (IICA).The Independent Directors, unless exempted, are required to pass an online proffciency self-assessment test conducted by IICA within one year from the date of their registration on IICA databank.

Mr. Dhairya Jhamb (DIN – 01395425) was appointed as an Independent Director with effect from 01-01-2023 for the period of five years during the financial year under review.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters.The notice for the board meetings is given well in advance to all the Directors.

During the year under review, the Board of Directors met Ten (10) times and board meetings were held on the following dates as mentioned in the table:

Date of Board Meeting	Board Strength	Directors Present
18.04.2022	5	5
30.05.2022	5	4
21.07.2022	5	5
29.08.2022	5	5
12.10.2022	5	5
14.11.2022	5	5
18.11.2022	5	5
20.12.2022	5	5
13.01.2023	6	4
15.02.2023	6	6

THE INTERVENING GAP BETWEEN THE MEETINGS WAS WITHIN THE PERIOD PRESCRIBED UNDER THE COMPANIES ACT, 2013 AND SEBI _LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS_ REGULATIONS, 2015.

Name of Directors	Number of Meeting entitled to attend	Number of Meetings atteneded
Mr. Shree Bhushan Garg	10	10
Mr. Atul Garg	10	9
Mrs. Preeti Garg	10	8
Mr. Chetan Agrawal	10	10
Mr. Kulamani Mohanty	10	10
Mr. Dhairya Jhamb	2	2

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

Meetings of Independent Directors

The Companys Independent Directors meet once in a financial year without the presence of Executive Directors or Managerial Personnel. Such meetings are conducted to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the Lead Independent Director.

During the year under review, the Independent Directors met on January 16th, 2023 inter alia, to:

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

• Assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

COMMITTEES OF THE BOARD

The Board has constituted various statutory committees in compliance with the requirements of the Act and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.The Board of the Company has also constituted Finance and Investment Committee of the Board.

Details of all the Statutory Committees along with their composition and meetings held during the year are provided in Annexure-I.

EVALUATION OF THE BOARDS PERFORMANCE

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board.The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting.The Independent Directors reviewed key transactions (including related party transactions), quality & timeliness of flow of information, recommended measures for corporate governance, etc

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company, inter alia, strives to ensure that:

•The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

• Remuneration to Directors, KMPs and SMPs involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The detailed Nomination & Remuneration Policy of the Company is placed on the Companys website and can be viewed at the website on the link https://www. shreevasulogistics.com/Policies.aspx.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c) eDirectorshavetakenproperandsufficientcareforthe 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;

d)The Directors have prepared the annual accounts on a ‘going concern basis;

e)The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or the Board under Section 143(12) of the Act, as required to be reported in this report.

Remuneration of Directors and Employees of Company

The statement of disclosure of Remuneration under Section 197 (12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is appended as Annexure II to this Report.

Internal Financial Controls

Your Company has identified and documented all key internal financial controls, which impact the financial statements.The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently evaluated by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Your Company does not have any Subsidiaries, Joint Ventures and Associates.

DEPOSITS

During the year under review, your Company has not accepted any public deposit within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of loans, guarantees and investments as required under the provisions of Section 186 of the Act are given in the standalone financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year under review were in the ordinary course of business and on arms length basis and pre-approved by the Audit Committee.There were no material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.

The disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is appended as Annexure III to this Report.The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of section 135 of the Companies Act, 2013 are not applicable to the Company since your Company does not fall under the criteria prescribed under the said section.

However, your Company adheres to contribute for wellness of the community and environment.

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

The particulars relating to the energy conservation, technology absorption and 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 are provided in Annexure IV and form part of this report.

RISK MANAGEMENT

Risk management of the Company promotes a proactive approach in reporting, evaluating and mitigating risks associated with the business. Mechanisms for identification and prioritization of risks include business risk environment scanning and focused discussions in the Risk Management Group (at Senior Management Level). Identified risks are used as one of the key inputs for the development of strategy and business plan.The respective risk owner selects a series of actions to align risks with the Companys risk appetite and risk tolerance levels to reduce the potential impact of the risk when it occur and/or to reduce the expected frequency of its occurrence.

The Company has adopted a Risk Management Policy to establish a Risk Management framework for achieving business objectives and providing protection against risk associated with the industry in which your company operates, in the long term.The board is responsible to review the effectiveness of the policy on yearly basis which is duly complied by the board during the year under review. After ascertaining the risk in accordance with companys policy, mitigation plans are finalized, owners are identified and progress of mitigation actions are monitored and reviewed by the senior management.

Although the company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the company the process for the mitigation of the risk is defined under the risk management policy of the company which is available for the access on the website https://www.shreevasulogistics.com/ at the link https://www.shreevasulogistics.com/upload/Risk-Management-Policy_new.pdf

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

By virtue of Whistle Blower Policy, the Directors and Employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way.The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. is policy also allows the direct access to the Chairperson of the Audit Committee. During the year under review, the Company has not reported any complaints under Vigil Mechanism. Details of establishment of the Vigil Mechanism have been uploaded on the Companys website at https://www. shreevasulogistics.com/upload/Whisle%20Blower%20 and%20Vigil%20Mechanism.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

GENERAL MEETINGS

During the year, the Company held an Extra Ordinary General Meetings on January 13th, 2023 and Postal Ballots on December 23, 2022 & February 17, 2023.The Annual General Meeting of the Company for the financial year 2021-22 was held on September 26th, 2022.

AUDITORS OF THE COMPANY:

Statutory Auditors

The Members of the Company had, at their 15th AGM held on September 9, 2021, appointed M/s. APAS & CO LLP, Chartered Accountants, (FRN: 000340C/C400308) as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of the 15th AGM up to the conclusion of 20th AGM of the Company to be held in the year 2026.The requirement to place the matter relating to ratification of appointment of auditors by members at every AGM has been done away with, by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditor at the ensuing AGM and a note in this respect has been included in the Notice of the ensuing AGM.

Unmodified Auditors Report

The Auditors Report, on the standalone Financial Statements for the financial year 2022-23 forms part of this Annual Report and is unmodified i.e. it does not contain any qualification, reservation or adverse remark. And, therefore, it does not call for any further comments from the Board of Directors.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of your Company at its meeting held on May 30th, 2022 had appointed Mr. Amit Dharmani, Practicing Company Secretary, (CP No. 18179) as the Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2022-23

Secretarial Audit Report

The Company has obtained a Secretarial Audit Report for the financial year ended March 31st, 2023 from Mrs. Amit Dharmani, Practicing Company Secretary and Secretarial Auditor of the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Unmodified Secretarial Audit Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended March 31, 2023 has been annexed to this Board Report as Annexure V and forms part of this Annual Report.

Internal Auditor

The Board, on recommendation of the Audit Committee, had appointed M/s SRKN & ASSOCIATES (FRN: 015910C) as the Internal Auditor of your Company incompliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014 at its meeting held on May 30th, 2022 to conduct Internal Audit for Financial Year 2022-23.

Cost Audit

Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records and accordingly no such audit is required to be conducted.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors are adhered to comply with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 on Board Meetings (SS-1) and the Secretarial Standard-2 on General Meetings (SS-2) issued byThe Institute of Company Secretaries of India and approved by the Central Government.

compliance with applicable secretarial standards-SS-1 & SS-2

ANNUAL RETURN

The Annual Return of the Company for the year ended March 31st, 2023 prepared in compliance with Section 92 of the Act and related Rules in prescribed Form No. MGT 7 is placed on the website of the Company and can be accessed at the web link: https://www.shreevasulogistics. com/Annual_Return.aspx

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

YourCompanyisanequalopportunityproviderandbelieves in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of your Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company has in place a Prevention of Sexual Harassment Policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). All women employees (permanent, contractual, temporary, trainees) as well as women who visit the premises of the Company for any purpose are covered under this Policy.

Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the_SexualHarassmentofWomenatWorkplace(Prevention, Prohibition and Redressal) Act, 2013._As per the provisions of Section 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under Sexual Harassment and their disposal, during the period under review:

During the year under review, your company has followed

Particulars	Status
Number of cases pending as on the beginning of the financial year	Nil
Number of complaints filed during the financial year	Nil
Number of cases pending as on the end of the financial year	Nil

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are available for the access at the website https://www.shreevasulogistics.com/ at https:// www.shreevasulogistics.com/Policies.aspx as follows:

Code of Conduct of Board of Directors & Senior Management

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics.The Board of Directors has laid down a code of Conduct, for better transparency and accountability for all the Board Members and Employees of the Company. All the Board members and senior management personnel have confirmed with the code as provided under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Board of Director and Senior Management have afirmed compliance with code of conduct of Board of Directors and Senior Management for the year ended March 31, 2023 and a Declaration in this regard is attached as Annexure VI.

It describes their responsibility and accountability towards the company which is available for the access at the website of the Company at the link https://www.shreevasulogistics. com/upload/Code-of-director-and-senior-management-personnel.pdf

Determination of Materiality of Information & Events

As your Company is a Listed entity, investors of the entity expect more and more information from the company, so under this policy the management of the company determines the material events of the company and discloses them for the investors. Under this policy company may decide all those events and information which are material and important for the investors about the company which is available for access at the website on the link https://www.shreevasulogistics.com/upload/ Policy-for-Determination-of-Materiality-of-Events.pdf

Familiarization Program of Independent Directors

Under Familiarization Program all Independent Directors (IDs) inducted into the Board are given orientations, presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the IDs with the companys business operations. is policy includes keeping the IDs updated about the working of the company and projects in which the Company is involved. Companys policy on Familiarization Program of Independent Directors is available at the website of the Company at the link https:// www.shreevasulogistics.com/upload/Familiraisation-programme.pdf

Code of Conduct to Regulate, Monitor and Report Insider Trading

The important and price sensitive information are required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company.The definition of insider includes all the persons connected with the company including the all employees. is policy is applicable to all employees and KMPs of the company. ey are expected to not disclose the confidential information of the company which affects the performance of the company.The Code of Conduct is available for the access at the website on the link https:// www.shreevasulogistics.com/upload/Code%20of%20 Conduct_PIT%20Regulation.pdf

Code of Fair Disclosure of Unpublished Price Sensitive Information

The Company has formulated and adopted the ‘Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information and ‘Code of Conduct for Prevention of Insider Trading in Securities of Shree Vasu Logistics Limited ("Code of Conduct under PIT") in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("SEBI Insider Regulations").

The Insider Trading Code has been formulated to regulate, monitor and ensure reporting of trading by the Employees and Connected Persons designated on the basis of their functional role in the Company, towards achieving compliance with the SEBI Insider Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom the said Code is applicable.The Insider Trading Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and cautions them of the consequences of violations.

Policy for determination of "Legitimate Purpose" as part of the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information is also form part of Code of Fair Disclosure of Unpublished Price Sensitive Information.

Code of Conduct under PIT Regulation also laid down the procedure for inquiry in case of leak/suspected leak of Unpublished Price Sensitive Information;

The Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information and Policy for Determination of Legitimate Purposes is also is available for the access at the website on the link https://www. shreevasulogistics.com/upload/Code%20of%20Fair%20 Disclosure%20of%20UPSI.pdf

Awareness and Training on Prevention of Insider Trading

During the year, the Company has laid down systems and processes in connection therewith and has taken several initiatives to increase awareness amongst designated employees and other employees on the applicability, reporting and other provisions of the companys Insider Trading code, UPSI Leakage Policy and the SEBI Insider Regulations which included dissemination of compliances to be followed, dos and donts, inductions etc...

Compliance Officer:

Ms. Surabhi Deshmukh, Company Secretary, was designated as Compliance Officer and Investor Relationship Officer for dealing with dissemination of information and disclosure of Unpublished Price Sensitive Information and regulating, monitoring, trading and report on trading by the Insiders as required under the SEBI Insider Regulations. However, during the year under review following appointment/cessation took place in the post of Company Secretary and Compliance Officer:

Name of KMP	Appointment/ Cessation	Effective Date
Gautam Bandhe	Cessation	04-04-2022
Surabhi Deshmukh	Appointment	18-04-2022

Policy for Preservation of Documents

The Corporate records need to be kept at the places and manner defined under the Act; policy relating to that for the safe keeping of the documents is available on website and can be viewed at the website https:// www.shreevasulogistics.com/ on the link https://www. shreevasulogistics.com/upload/Policy-for-Preservation-of-Documents.pdf

Risk Management Policy

Risk is the part of the every ones life, while running any business there are many kind of risks involved. To minimize the business risk and all the factors that will negatively affect the organization, every company tries to follow certain procedure for the forecasting of the risk and its management. Your Company has also framed a policy relating to this which is available at the website and can be viewed at https://www.shreevasulogistics.com/upload/ Risk-Management-Policy_new.pdf

Terms and Conditions for Appointment of Independent Directors

Independent directors are the key part of the board according to the Schedule IV to the Companies Act, 2013. ey are skilled, experienced and knowledgeable persons. ey are required on the board to take improved and better decisions.The Company has framed policy relating to their appointment which will be helpful for the board. is policy is available at the website and can be viewed at the link https://www.shreevasulogistics.com/upload/Terms-and-conditon-of-IDS.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The operations of the company are reviewed in a detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report which forms part of the Boards Report as Annexure-VII.

OTHER DISCLOSURES

Your Directors state the status of disclosure or reporting requirement in respect of the following items, for the transactions/events related to these items during the year under review:

Corporate Governance

The Company has complied with all the mandatory requirements as prescribed under the Listing Regulations, including Corporate Governance requirements as specified under Regulations 17 to 27 read with para C and D of Schedule V and clauses (b) to (i) of sub regulation (2) of Regulation 46 of the Listing Regulations as applicable to the Company.

Particulars of Employees and Human Resource Development

Your Company recognizes that its employees are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. Your Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives.The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However, aspirations of employees in India remain to be high. is is a challenge as only growth can fulfill these aspirations and in todays market scenarios one has to perform extraordinarily to achieve growth.

Your Company has always provided a congenial atmosphere for work to all employees. Your Company is committed to respect universal human rights. To that end, your Company practices and seeks to work with business associates who believe and promote these standards. Your Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. Your Company provides opportunities to all its employees to improve their skills and capabilities. Your Companys commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being.

Your Company provides an equal opportunity to all its employees and does not discriminate on the grounds of race, religion, nationality, ethnic origin, color, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

A detailed note on HR initiatives of the Company is included in section titled ‘Management Discussion and Analysis Report, which is a part of this Annual Report.

Investors Education and Protection Fund

During the year under review no such events occurred which required to be reported under this category.

Disclosures with respect to demat suspense account/ unclaimed suspense account

During the year under review no such shares in the demat suspense account or unclaimed suspense account which required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

Other Disclosures

•The Company afirms that the annual listing fees for the Financial Year 2023-24 to National Stock Exchange of India Ltd. is duly paid

•There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

•There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.

SD/-	SD/-
ATUL GARG	PREETI GARG
	Non-Executive Director
Managing Director	DIN 07048745
DIN: 01349747
Place: Raipur
Date: August 14 , 2023