Shreeji Translogistics Ltd Directors Report

There is no change in the nature of business of the Company. During the year under review, the Company discontinued its trading business due to pressure on profit margins from the said business.

In order to conserve resources for working capital requirements of the Company, your directors have not recommended any dividend for the year under review.

The closing balance of the retained earnings of the Company for the year under consideration, after all appropriations and adjustments, is Rs. 4613.14 Lac. The Board has not proposed to transfer any amount to reserves.

During the year under review, the Company discontinued its trading business due to pressure on profit margins from the said business. However, the Company has strategically continued to invest in and expand its transportation business.

The Company achieved Service Turnover of Rs. 23428.94 Lac during the year under consideration as compared to Service Turnover of Rs. 19805.00 Lac achieved during the previous year, which represents increase of about 18.30%. Further, as the Company discontinued its trading business, there was no Trading Turnover during the year under consideration as compared to Trading Turnover of Rs. 2181.38 Lac during the previous year. Net profit after tax during the year under consideration is Rs. 316.33 Lac as compared to net profit after tax of Rs. 153.35 Lac during the previous year, which represents an increase of about 106.28%. Your Directors are making constant endeavour to explore new areas to achieve higher turnover and profitability.

The Group achieved Service Turnover of Rs. 24653.48 Lac during the year under consideration as compared to Service Turnover of Rs. 20890.69 Lac achieved

during the previous year, which represents increase of about 18.01%. There was no Trading Turnover during the year under consideration as compared to Trading Turnover of Rs. 2181.38 Lac achieved during the previous year. The consolidated net profit after tax during the year under consideration is Rs. 357.77 Lac as compared to consolidated net profit after tax of Rs. 198.99 Lac during the previous year, which represents an increase of about 79.79%.

Pursuant to Regulation 34 and Schedule V of the Listing Regulations, a report on Corporate Governance along with a certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of the Annual Report.

The Company has not issued equity shares with differential voting rights or sweat equity shares. The Company has not offered any shares under Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

The paid-up Equity Share Capital of the Company as on 31^st March, 2026 was Rs. 1397.67 Lac.

During the year under review there were no changes in the Share Capital of the Company.

During the year, five meetings of the Board of Directors were held. The details of meetings and attendance of Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

During the year, one meeting of the Independent

Directors was held. The details of meeting and attendance of Independent Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

The Company has four Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Finance Committee

The composition of aforesaid committees, number of meetings held of each Committee during the year and meetings attended by each member of the Committees are provided in Corporate Governance Report which forms part of the Annual Report.

The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the members of the Company, at their AGM held on 30^th September, 2025, approved by way of Special Resolution the re-appointment of Mr. Shailesh S. Kamdar, Mr. Dharmendra D. Vora, Mr. Satish R. Shah and Mr. Vivek U. Shah as Non-Executive Independent Directors for a second consecutive term of 5 (Five) years w.e.f. 28^th November, 2025. Further, in compliance with Regulation 17(1A) of the Listing Regulations, consent of the members by way of Special Resolution was also sought at the said AGM for continuation of Mr. Satish Shah, who would attain the age of 75 years on 30^th September, 2029 during his second term as Non-Executive Independent Director of the Company, beyond the age of 75 years.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved the re-appointment of Mr. Bipin C. Shah, Mr. Narendra C. Shah, Mr. Rajnikant C. Shah, Mr. Mukesh M. Shah, Mr. Mahendra C. Shah and Mr. Rupesh M.

Shah as Wholetime Directors for a period of 5 years w.e.f. 15^th September, 2026 and for the remuneration payable to them for a period of 3 years, subject to approval of the members at the ensuing AGM.

Mr. Shailesh S. Kamdar resigned as an Independent Director of the Company w.e.f. 12^th August, 2026 due to recent increase in other professional commitments. The Board placed on record its appreciation for contributions made by him during his tenure as a Director the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors have appointed Mr. Rajesh M. Joshi as an Additional Director in the capacity of Non-Executive Independent Director with effect from 12^th August, 2026. It is proposed to obtain approval of the members at the ensuing AGM by way of Special Resolution, to appoint Mr. Rajesh M. Joshi as Non-Executive Independent Director for a term of 5 (Five) years w.e.f. 12^th August, 2026.

Mr. Bipin C. Shah and Mr. Rupesh M. Shah, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the ensuing AGM.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of the Directors proposed to be appointed/ re-appointed are given in the Notice convening the ensuing Annual General Meeting.

The Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct for Board Members and Senior Management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that 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/ loss of the Company for that period;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the

assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the annual accounts on a going concern basis;

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

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The members of the Company at the Annual General Meeting (AGM) held on 30^th September, 2025, approved the appointment of M/s. G. P. Kapadia & Co., Chartered Accountants (Firm Registration No. 104768W), as the Statutory Auditors of the Company to hold the office from the conclusion of the 31^st AGM held on 30^th September, 2025 until the conclusion of the 36^th AGM of the Company to be held in the year 2030. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company.

The Auditors Report, on the Standalone and Consolidated Financial Statements for the financial year under consideration does not contain any qualifications, reservations or adverse remarks or disclaimer.

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported to the Audit Committee pursuant to Section 143 (12) of the Companies Act, 2013, any instances of frauds committed in the Company by its officers or employees, the details of which needs to be mentioned in this Report.

The Central Government has not prescribed maintenance of cost records for the Company under Section 148 (1) of the Companies Act, 2013.

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity

of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the Boards view, there are no material risks, which may threaten the existence of the Company.

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year under review and the date of this Report.

As on 31^st March, 2026, the Company had one subsidiary company- STL Transworld Private Limited. During the year, Mihani Trading Private Limited and TKD Digitrans Tech Private Limited have ceased to be subsidiary companies of the Company.

Mihani Trading Private Limited, a wholly-owned nonmaterial subsidiary of the Company, had applied for striking-off its name from the Register of Companies and its name has been struck off from the Register of Companies by the Registrar of Companies, Mumbai on 25^th April, 2025. Consequently, Mihani Trading Private Limited has ceased to be a wholly owned subsidiary of the Company.

Further, during the year, the Company completed the sale of entire stake of 51% in its subsidiary TKD Digitrans Tech Private Limited on 24^th December, 2025 and consequently, TKD Digitrans Tech Private Limited ceased to be a subsidiary of the Company.

The Company retired as a Partner from TKD Communication LLP vide Agreement of Retirement dated 14^th November, 2025.

The consolidated financial results reflect the operations of STL Transworld Private Limited (subsidiary), TKD Digitrans Tech Private Limited (subsidiary) (upto 24^th December, 2025) and TKD Communication LLP (upto 30^th September, 2025), which is not an associate company within the meaning of the Companies Act, 2013, but it is an Associate as per the Accounting Standard 21. The Company does not have any joint venture company. Pursuant to Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of the Subsidiary Companies in Form AOC-1 is annexed to and forms a part of the Consolidated Financial Statements.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents are available on the website of the Company.

During the year, there is no security provided or investments made or guarantee given by the Company covered under Section 186 of the Companies Act, 2013. The Company has given following loans during the year pursuant to Section 186 of the Companies Act, 2013:

No significant and material order has been passed by the regulators, courts and tribunals, statutory and quasi-judicial body impacting the going concern status and the Companys operations in future.

During the year under review, the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013 (i.e. Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at https://www.shreejitranslogistics.com/ uploads/Related Party Transaction Policy- Shreeji Translogistics Limited.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. There were no material transactions of the Company with any of its related parties which required approval of the members as per the Act and the Listing Regulations. Therefore, the disclosure of Related Party Transactions as required under Section 134 (3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year under review. Your Directors draw attention to Note No. 44 of the financial statements which sets out related party disclosures.

Your Directors are continuously exploring various opportunities to conserve energy and have taken the following initiatives in that direction:

• The Company constantly phases out of old ageing vehicles. This helps in reducing environmental pollution and CO2 levels.

• The Company is also evaluating various avenues to add CNG vehicles to its fleet to be more fuel efficient and in turn contribute towards energy conservation.

• The Companys owned trucks are maintained by AMCs by the Original Equipment Manufacturers, thereby enhancing overall service and repair quality. This leads to better performance of the trucks resulting in lower consumption of fuel and lesser carbon footprints.

• The Company encourages and trains its drivers to optimise their driving styles to reduce fuel consumption.

• The Company focuses on optimum utilization of capacity of vehicles, which results in reduced number of trips and distance travelled by the trucks, which in turn reduces energy consumption.

• The Company makes constant endeavours to check power consumption and to optimise the use of energy by using energy-efficient computers and other equipments. The Company uses CFL/LED fixtures to reduce the power consumption.

The Company aims to become a technology-oriented logistics Company and has taken the following initiatives to achieve this goal:

• The Company has installed digital locks across its fleet of trucks for enhanced safety of the goods transported.

• The Company has been using Global Positioning System (GPS) on its Trucks since the year 2001 for real-time tracking of vehicle movement.

Foreign Exchange Earnings - Nil (Previous Year - Nil) Foreign Exchange Outgo - Nil (Previous Year - Nil).

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Sanjeev Shah & Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the Company. The Secretarial Audit Report (in Form MR-3) for the year ended 31^st March, 2026 is attached herewith as Annexure I and forms part of this Report.

The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Your Company has complied with the applicable Secretarial Standards.

The Annual Report on CSR activities of the Company has been appended as Annexure II to this Report. The Company was not required to constitute a Corporate Social Responsibility (CSR) Committee in view of the provisions of Section 135 (9) of the Companies Act, 2013.

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviours. The Company has a Vigil Mechanism/ Whistle Blower Policy in place through which it promotes highest standards of professionalism, honesty, integrity and ethical behaviour in all our business activities and under which employees are free to report any actual or potential violation of our code, policies or laws. During the year under review, no employee was denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company and can be accessed at https://www. shreeiitranslogistics.com/uploads/Whistle Blower Policy- Shreeji Translogistics Limited.pdf.

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure MI of this Report.

The statement containing particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Companies Act, 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Nomination & Remuneration Committee has framed a Policy in terms of the provisions of Section 178 (3) of the Companies Act, 2013, dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP).

The salient features of the said Policy are -

It lays down the parameters for appointment of Executive and Non-Executive Directors, KMP and SMP.

• It lays down the parameters for term/tenure of Managing Directors, Wholetime Directors and Independent Directors.

• It lays down the parameters for remuneration to Executive Directors, Non-Executive Directors, KMP, SMP and other employees.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company https://www.shreejitranslogistics.com/ uploads/Nomination and Remuneration Policy- Shreeji Translogistics Limited.pdf.

The members of the Committee provide for the following measures for safety of the women employees at workplace:

a. To formulate the Anti Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place;

b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women employees;

c. Provide a safe working environment at the workplace;

d. Organize workshops and awareness

programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

The Company has not made any application and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

The disclosure under this clause is not applicable as the Company has not done any one time settlement with the banks or financial institutions.

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.