Snowman Logistics Ltd Directors Report

To,

The Members Snowman Logistics Limited

The Board of Directors is pleased to present the Thirty-Second Annual Report of Snowman Logistics Limited ("the Company") together with the audited financial statements for the financial year ended 31 March 2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The Financial results of operations of the Company for the Financial Year ended March 31,2025 ("FY 2024-25") have been as under:

(Rs, In lakhs)

Particulars	FY 2024-2025	FY 2023- 2024
Income
Revenue from contracts with customers	55,253,45	50,337,09
Other Income	423,78	676,89
Total income	55,677.23	51,013.98
Expenses
Cost of raw material and components consumed	17,196,28	13,521,17
Change in inventory of finished goods and work-in-progress	(296,58)	(449,93)
Operating Expenses	19,908,13	18,508,44
Employee benefit expenses	3,943,51	3,655,75
Other expenses	5,573,24	4,946,65
Depreciation and amortization expenses	6,307,63	5,927,28
Finance costs	2,445,55	2,379,97
Total expenses	55,077.76	48,489.33
Profit before tax	599.47	2,524.65
Tax expense	30,39	1,253,88
Profit after tax	569.08	1,270.77
Other comprehensive income (net of tax)	(4,03)	43,51
Total comprehensive income (net of tax)	565.05	1,314.28
Earnings per share (before and after extraordinary item) (of Re.1 each)
- Basic earnings per share (amount in Rs,)	0,34	0,76
- Diluted earnings per share (amount in Rs,)	0,34	0,76
Nominal value per share (amount in Rs.)	10.00	10.00

The above audited financial results of the Company have been reviewed by the Audit Committee and approved by the Board of Directors ("the Board") of the Company at their meetings held on May 26, 2025, The statutory auditors have issued an unqualified report thereon. The financial statements for FY 2024-25 have been prepared in accordance with Indian accounting standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements read with Section 133 of "the Companies Act, 2013" ("the Act") and other relevant provisions of the Act, There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts, Accounting policies have been consistently applied, Management evaluates all recently issued or revised accounting standards on an ongoing basis,

OPERATIONS AND BUSINESS OVERVIEW AND PERFORMANCE

Operations

Snowman Logistics Limited continues to lead the Indian cold chain logistics sector, backed by state-of-the-art infrastructure and a deep commitment to operational excellence. In response to the rapidly evolving demands of the warehousing and cold chain industry, the company has strategically strengthened its capabilities by integrating advanced technologies, enhancing automation across processes, and expanding its fleet with new-age, energy- efficient refrigerated vehicles. Snowman now operates a larger and more optimized network of temperature-controlled warehouses and distribution hubs, ensuring end-to-end integrity of the cold chain. Our services, including storage, inventory management, order processing, and last-mile delivery, are powered by real-time monitoring systems and data-driven tools that improve accuracy and transparency.

The Indian logistics industry has witnessed a strong shift towards digitization, sustainability, and integrated supply chain models-trends that Snowman has proactively embraced. By enhancing our technological capabilities and modernizing operational processes, we have significantly improved visibility, optimized turnaround times, and strengthened overall service reliability. Through these initiatives, Snowman Logistics remains a dependable partner across industries such as food, pharmaceuticals, QSR, retail, and FMCG, delivering high-quality, compliant, and cost- effective solutions tailored to client needs.

Business Overview

Snowman Logistics is a leading provider of integrated cold chain logistics solutions in India, specializing in the storage, transportation, and distribution of temperature-sensitive goods. Over the past year, the company has continued to strengthen its presence across key markets, responding proactively to evolving industry dynamics and growing customer expectations. To support this growth, Snowman has made strategic investments in infrastructure and operational enhancements, including the expansion of its fleet and warehousing capacity. These initiatives have enabled us to offer more efficient, scalable, and reliable logistics services across a broad range of sectors such as food, pharmaceuticals, retail, QSR, and FMCG.

In line with the industrys move toward modernization, Snowman has upgraded its internal systems and processes to improve operational efficiency, service accuracy, and real-time responsiveness. These advancements ensure that we remain agile and well-positioned to meet the complex logistics needs of our clients in a rapidly changing environment. As we continue to expand our reach and capabilities, Snowman remains committed to delivering high- quality, compliant, and customer-centric logistics solutions, maintaining our position as a trusted partner in the Indian cold chain industry.

Performance Overview

Snowman Logistics Limited has demonstrated resilient growth and operational excellence in the financial year ended March 31, 2025, solidifying its standing as a leading cold chain logistics service provider in India.

The Company reported a 9.77% year-on-year increase in revenue from operations, reflecting successful execution of its strategic expansion plans and a strengthened presence in key markets. Within this, the Trading and Distribution Services segment registered a robust growth of 26.38%, driven by heightened market demand and effective penetration strategies. The Transportation Services segment recorded an 8.9% increase in revenue, indicative of stable performance and optimized service delivery across the network.

Operationally, the Company continued to strengthen its infrastructure and service capabilities. The Cheemasandra warehouse received an AA+ grade under the BRCGS Certification, reaffirming Snowmans commitment to internationally benchmarked quality and safety standards. Further, the Company augmented its warehousing capacity with the addition of two state-of-the-art, company-owned, temperature-controlled facilities in Kolkata and Krishnapatnam, offering capacities of 5,630 and 3,927 pallets, respectively. With these additions, Snowmans total installed pallet capacity rose to 150,754, representing a 6.61% year-on-year increase.

These new facilities incorporate advanced automation and monitoring systems to enhance operational efficiency and ensure compliance with stringent quality requirements across a broad spectrum of industries, including seafood, ice cream, dairy, ready-to-eat meals, quick service restaurant (QSR) items, bakery, confectionery, fruits and vegetables, and pharmaceuticals.

The Company sustained a capacity utilization rate of 91%, consistent with the prior year, indicating stable demand and effective asset utilization. In parallel, the Company expanded its fleet by 6.86% year-on-year, further strengthening its logistical capabilities and responsiveness across the country.

These achievements underscore Snowman Logistics continued focus on delivering high service standards, scaling infrastructure responsibly, and reinforcing its leadership in Indias cold chain logistics sector. Through ongoing investments in technology, infrastructure, and fleet enhancement, the Company remains well-positioned to capture emerging growth opportunities and deliver long-term value to its stakeholders.

REVIEW OF ANNUAL FINANCIAL STATEMENT AND THE STATE OF COMPANYS AFFAIRS

During the period under review, the Company reported a revenue of ?55,253.45 lakhs, representing a growth of 9.77% compared to the previous financial years revenue of ?50,337.09 lakhs. This revenue was primarily driven by the Companys Warehousing and Transportation services. The Earnings Before Interest, Tax, Depreciation, and Amortization (EBITDA) for the year was ?9,352.65 lakhs, as compared to ?10,831.90 lakhs in the previous financial year.

The Profit Before Tax (PBT) for the period was ?599.47 lakhs, as compared to ?2,524.65 lakhs in the previous financial year. The Profit After Tax (PAT) for the period amounted to ?569.08 lakhs as against ?1,270.77 lakhs in the previous financial year, with the corresponding Earnings Per Share (EPS) standing at ?0.34, compared to ?0.76 in the previous financial year.

Accounting Method

The Annual Audited Financial Statements of the Company have been prepared in strict compliance with Section 129 of the Companies Act, 2013 ("the Act") and in conformity with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, as well as the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Financial Statements have been prepared on a going concern basis.

There are no material deviations from the prescribed norms stipulated by the applicable accounting standards in the preparation of the Annual Financial Statements. The accounting policies followed by the Company have been consistently applied, except where the adoption of a newly issued accounting standard necessitated a revision in the previously adopted accounting policy. The management regularly reviews the applicability and impact of accounting standards, including any amendments thereto, on an ongoing basis.

Credit Ratings

The Company holds a credit rating of IND A+ / Stable for its Term Loans and IND A+ / Stable / IND A1 for Fund- Based Working Capital Limits, as assigned by India Ratings & Research Private Limited ("India Ratings"). These credit ratings reflect the Companys strong financial profile, characterized by its low leverage, strong debt coverage, and a high degree of safety in terms of timely servicing of its financial obligations.

For detailed credit rating information, please visit the Companys website at https://snowman.in/investor-relations and the websites of the stock exchanges where the equity shares of the Company are listed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is annexed as "Annexure-A" to this report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business or operations of the Company during the financial year under review.

SHARE CAPITAL & RESERVES

There was no change in the authorized share capital of the Company during the FY 2024-25. It stood at 2,50,00,00,000/- (Rupees Two Fifty Crore only) as on March 31, 2025.

The paid-up equity share capital of your company is 1,67,08,79,950/- (Rupees One Sixty Seven Crore Eight Lakhs Seventy Nine Thousand Nine Hundred and Fifty Only) divided into 16,70,87,995 equity shares of Rs.10/- each. There were no changes during the year.

The Company has carried forward profit amounting to Rs. 569.08 Lakhs, earned during the year, to the Reserves. The Company had accumulated profits Rs. 4,086.07 Lakhs as at March 31, 2025.

DIVIDEND

The Company has declared and paid an interim dividend of Re. 1.00/- per equity share of face value of Rs.10/- each amounting to Rs. 1,670.88 Lakhs, subject to deduction of TDS, for the financial year 2024-25. The Interim dividend pay-out is in accordance with your Companys dividend distribution policy and is paid out of free reserves available for this purpose. Your Company does not recommend Final Dividend for the financial year 2024-25.

DEPOSITS

During FY 2024-25, the company has not accepted deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. As such no amount of deposit or interest thereon is outstanding as on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report, the Board of Directors of the Company comprises 8(Eight) Directors of which four are NonExecutive Independent Directors in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013 including any statutory modification(s)/ amendment(s) thereof for the time being in force.

Further all the Directors of the Company have given the declaration that they are not debarred from being appointed / re-appointed or continuing as Director of the Company by the virtue of any Order passed by the SEBI, Ministry of Corporate Affairs or any such Statutory Authority. All the Independent Directors meets / fulfills the criteria / conditions of Independence as prescribed under the Companies Act and Listing Regulations and are Independent of the Management of the Company.

Further in pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from Mr. Nagendra D. Rao, Practicing Company Secretary (Membership No FCS 5553, CP No. 7731), confirming that none of the Directors on the Board of the Company for the Financial Year ending on 31 March, 2025 are debarred or disqualified from being appointed or continuing as Directors of the Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. A copy of the Certificate is enclosed as "Annexure-B".

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the shareholders of the Company at its 31st Annual General Meeting approved the Re-appointment of Mr. Samvid Gupta (DIN 05320765) as Non-Executive Director of the Company, liable to retire by rotation.

All the Non-Executive Directors have extensive business experience and are considered by the Board to be independent in character and judgment of the management of the Company and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment and had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Mr. Sunil Prabhakaran Nair resigned from the position of Chief Executive Officer & Whole-time Director of the Company on September 24, 2024 and ceases to hold the office w.e.f. November 30, 2024.The Nomination and Remuneration Committee recommended Mr. Padamdeep Singh Handa (DIN 10809817) to be appointed as the Chief Executive Officer & Whole-time Director on September 24, 2024 and the Shareholders of the Company also approved the Appointment of Mr. Padamdeep Singh Handa (DIN 10809817) as Chief Executive Officer & Whole-time Director of the Company through Postal Ballot for a period upto September 30, 2027 with effect from December 01, 2024.

During the year under review, except than above mentioned there is no change in Directorship & Key Managerial Personnel(s) of the Company.

(b) Key Managerial Personnel and changes, if any

As at March 31,2025, the following are the KMPs of the Company:

- Mr. Padamdeep Singh Handa, CEO & Whole-Time Director*

- Mr. N Balakrishna, Chief Financial officer

- Mr. Sohan Singh Dhakad, Company Secretary & Compliance Officer**

* Mr. Sunil Prabhakaran Nair, CEO & Whole-Time Director retired with effect from closing business hours of November 30, 2024.

** Mr. Kiran George, Company Secretary & Compliance Officer retired with effect from closing business hours of April 30, 2024 and Mr. Sohan Singh Dhakad was appointed as Company Secretary & Compliance Officer w.e.f. 01st May, 2024.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board at its meeting held on February 03rd, 2025 carried out an annual evaluation of its own performance, performance of directors including chairperson, managing directors and its committees in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The Boards performance was assessed after receiving feedback from all the directors on the basis of criteria such as composition, structure, effectiveness of processes information, functioning, etc. The committees performance was assessed after receiving feedback from the committee members on the basis of criteria such as composition, terms of reference, effectiveness of committee meetings, etc.

The performance evaluation of non-independent directors, board as a whole and the chairperson were evaluated at a separate meeting of the independent directors held on February 03rd, 2025. The same was also discussed in the meeting of the Board. The performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The evaluation was conducted through a structured questionnaire prepared separately for the board, board committees and directors including chairperson and managing directors. Based on the above the performance of the Board was evaluated through the ratings given by each Director based on the structured questionnaire that was prepared after considering the approved criteria such as the Board composition and structure, effectiveness of board processes, contribution towards development of the strategy etc.

The performance of the committees was also evaluated by the Board after seeking inputs/ratings from the committee members on the basis of the approved criteria such as the composition of committees, effectiveness of committee meetings etc. The Board deliberated and found that the overall performance of individual directors and the Board as a whole and its committees were satisfactory.

The Directors expressed their satisfaction with the evaluation process. The Board also noted that the Independent Directors fulfills the independence criteria as specified in the Listing Regulations and are Independent of the Management of the Company.

NUMBER OF THE BOARD MEETINGS

During the year under review, 6 (Six) Board Meetings were convened and held in accordance with the provisions of the Act and the details of which are given in the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. Further, Number of Board committee Meetings including the date of the Meeting and attendance thereof by each director during the year is given in Report on Corporate Governance that forms part of this Annual Report.

COMMITTEES OF THE BOARD

During the year under review, the Board had the following six committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

f) Finance Committee

The details of the compositions, powers, roles, terms of reference etc. of the said committees are given in the corporate governance report, which forms part of this report. During the year, all recommendations made by the committees were approved and adopted by the Board.

DIRECTORS & OFFICERS LIABILITY INSURANCE

The Company has in place Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and members of the Senior Management Team for such quantum and risks as determined by the Board in line with Regulation 25(10) of the SEBI Listing Regulations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31,2025, 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) they 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 of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

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

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, have complied with all the mandatory requirements relating to Corporate governance as stipulated in Para C of Schedule V of Listing Regulation .A detailed report on corporate governance practices followed by the Company together with the certificate from the Practicing Company Secretary confirming compliance of the Conditions of Corporate Governance as stipulated in Para E of Schedule V of the SEBI Listing Regulations forms part of this report as "Annexure - C".

AUDITORS AND AUDITORS REPORT

a) STATUTORY AUDITORS AND AUDITORS REPORT:

Pursuant to Provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s S.R. Batliboi & Co. LLP (Firm Registration number 301003E/E300005), Chartered accountants were re-appointed as statutory Auditors of the Company from the Conclusion of the twenty-ninth Annual General Meeting of the company held on 20th September, 2022 till the conclusion of the thirty-fourth Annual General Meeting to be held in the Calendar year 2027. Auditors have confirmed that they are not disqualified for continuing as auditors of the Company.

The notes on financial statements referred to in the auditors report are self-explanatory and do not call for any further comments. The auditors report does not contain any qualification, reservation, adverse remark or disclaimer.

b) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the FY 2024-25 has been carried out by Mr. Nagendra D Rao, Practicing Company Secretary. The Secretarial Audit Report submitted by them in the prescribed form (i.e. MR-3) is attached as "Annexure - E" and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial auditors in the report issued by them for FY 2024-25, which call for any explanation from the Board.

c) COST AUDIT & RECORDS:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore cost audit has not been conducted for the financial year 2024-25 and records are not maintained.

d) INTERNAL CONTROL AND INTERNAL AUDIT:

The Board on the recommendation of Audit Committee had appointed M/s S.P. Chopra & Co. Chartered Accountant as its Internal Auditors of the Company. The Internal Auditors report to the chairman of the Audit committee.

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has a system of carrying out internal audit, covering all business processes to review the internal control systems. The internal control system and mechanism is reviewed periodically by the Audit Committee to make it robust so as to meet the challenges of the business.

e) REPORTING OF FRAUDS BY AUDITORS

During the year, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

CEO & CFO CERTIFICATION

The CEO & Whole-time Director and the Chief Financial Officer ("CFO") of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations, copy of which annexed as "Annexure - F". The said annual certificate was placed before the Board at its meeting held on May 26, 2025.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24(A) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other provisions as may be applicable, the Company has obtained the Secretarial Compliance Report from Mr. Nagendra D Rao, Practicing Company Secretary for the FY 2024-25.The report is annexed herewith as "Annexure - G".

CORPORATE SOCIAL RESPONSIBILITY

The Company has a policy on Corporate Social Responsibility ("CSR"), in line with Schedule VII of the Act and the same has been posted on the website of the Company at https://snowman.in/investor-relations/. In FY 2024-25, the Company spent Rs. 33.00 Lakhs (inclusive of administrative overheads) on CSR activities. The particulars of Corporate Social Responsibility (CSR) activities are given in the Form, which is annexed as "Annexure - H", which forms part of this report.

POLICIES OF THE COMPANY

NOMINATION, REMUNERATION AND BOARD EVALUATION POLICY

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, The Nomination, Remuneration Policy of the Company which lays down the criteria for deter and Board Evaluation Policy contains the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and other employees of the Company is available on the Companys website: https://snowman.in/investor-relations/.

RISK MANAGEMENT COMMITTEE & POLICY

Your Company has adopted risk management policy, to identify, evaluate, monitor and minimize identifiable risks. The aim of the Risk Management policy is to maximize business potential while minimizing the risks/adversities, to ensure sustainable business growth with stability.

Board of Director of the Company has constituted Risk Management Committee, which is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes, and provides regular reports to the Board of Directors on the effectiveness of the risk management program in identifying and addressing material business risks. Risk Management Policy can be accessed by clicking on the Companys website https://snowman.in/investor-relations/.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

As required by Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board & Its Power) Rules, 2014 and Corporate Governance under SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 as amended, The Company has a vigil mechanism in place named as Whistle Blower Policy to report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at https://snowman.in/investor-relations/.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated a Dividend Distribution Policy which has been approved by the Board. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the policy is hosted on the website of the Company at https://snowman.in/investor-relations/.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel have affirmed compliance with the Companys code of conduct for directors and senior management on an annual basis. The code of conduct is also placed on the website of the Company at https://snowman.in/investor-relations/.

CODE ON PREVENTION OF INSIDER TRADING

The Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. The Policy lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company along with consequences for violation. The policy is formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest level of ethical standards while dealing in the Companys securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. Mr. Sohan Singh Dhakad, Company Secretary is the Compliance Officer under the Code.

In compliance to the SEBI PIT Regulations, the Company has a robust Code of Conduct to prohibit and monitor insider trading in the Company, which is strictly followed within the Company and the reporting is done to the Audit Committee/Board at regular intervals. The code is hosted on the website of the Company at https://snowman.in/ investor-relations/.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The particulars of Loans, guarantees and investments under section 186 have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section 188 (1) of the Companies Act, 2013 are given in form AOC-2, which is annexed to this report as "Annexure - I". Details of policy determining material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the Companys website https://snowman.in/investor-relations/.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025 is available on the Companys website at https://drive.google.com/fileM/1t-F5GMETB54gKQWgn_TNGbeXvZ58BSre/view.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THIS REPORT

In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this report/ annual report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed herewith as "Annexure - J".

SUBSIDIARIES/JOINT VENTUTES/ASSOCIATES

During the year under review, the Company does not have any Subsidiary or Associate Company. Information about Subsidiaries/Associate/Joint Ventures are given in Form AOC-1, which is annexed as "Annexure - K" to this report.

INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which imparts the business of the Company.

DISCLOSURE UNDER SECTION 134(3)(M) CONSERVATION OF ENERGY

The Company remains steadfast in its commitment to energy conservation by integrating advanced technology, optimizing processes, and employing conventional methods on an ongoing basis. As part of its shift towards renewable energy, the Company has implemented solar power across various locations, including Kolkata, Vizag, Mumbai, Pune, Ballabgarh, Chandigarh, Jaipur, Hyderabad, Bangalore, Cochin, Krishnapatnam, Chennai, Coimbatore, and Siliguri, generating approximately 7,400,601 units of solar energy annually. The Company also exploring open access Solar project in Maharashtra to achieve 15 Lakh units per year.

This initiative, which supplies around 25% of the Companys energy needs, significantly reduces carbon emissions. In addition, the Company has expanded its fleet with 14 new multi-brand CNG trucks and converted 5 existing diesel vehicles to CNG models.

Embracing environmentally friendly technology through the IFCs Tech Emerge Program, the Company has introduced ULTRACOOL UNITS in several vehicles, enhancing fuel efficiency and reducing consumption. The deployment of battery-operated Material Handling Equipment (MHEs) in all warehouses and the use of VFD technology in compressors further optimize energy use.

Additionally, the Company employs R 404 A refrigerant gas, known for its minimal impact on ozone depletion, and utilizes Eutectic refrigerated systems in eight trucks for dairy and ice-cream transportation, offering benefits such as no fuel requirement during delivery and low maintenance costs.

The Company is converting the existing 250 KV diesel generators at Ballabgarh to CNG operation. This transition will eliminate fuel and energy requirements and significantly reduce maintenance costs. Furthermore, the Company plans to install Adiabatic cooling systems for condensers to enhance energy efficiency and reduce power consumption.

TECHNOLOGY ABSORPTION

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

FOREIGN EXCHANGE EARNINGS AND OUTGOING

i) Expenditure in foreign currency : Rs. 270.77 Lakhs

ii) Earnings in foreign currency : Nil

OTHER DISCLOSURES

a) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

b) Your Company has complied with the applicable Secretarial Standards relating to Meetings of the Board of Directors and General Meetings during the year

c) the Company has adopted a policy on prevention of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. The said policy covers all employees with no discrimination amongst individuals at any point on the basis of race, colour, gender, religion, political opinion, social, origin or age. The Company has also complied with provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. The Company has an internal committee (which includes a woman member) to monitor the behaviour of all employees and to redress complaints, if any. Further, the Company has not received any complaint regarding sexual harassment in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company

d) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

e) There was no instance of one-time settlement with any bank or financial institution.

f) In line with our commitment towards the green initiatives and going beyond it, electronic copy of the notice of 32nd annual general meeting of the Company including the annual report for FY 2024-25 are being sent to all members, whose e-mail addresses are registered with the Company or depository participant(s) or depositories or registrar and share transfer agent of the Company.

g) The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments.

ACKNOWLEDGEMENTS

The Board of Directors thank all the stakeholders of the Company including its customers, shareholders, bankers, vendors for their continued support and assistance and look forward to having the same support in our future endeavors. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of the Company.

	For and on behalf of the Board of Directors
	For Snowman Logistics Limited
	Sd/-
Place: New Delhi	Prem Kishan Dass Gupta
Date: July 28, 2025	Chairman