Shree Vasu Logistics Ltd

Financial performance

During the year under review, your Company has achieved total Revenue (i.e. Revenue from Operations & Other income) of Rs. 14,744.57 lakhs as against Rs. 12,440.11 lakhs for the previous financial year ended March 31, 2024. Your Company has achieved profit before tax of Rs. 280.57 lakhs for the current year as against Rs 410.59 lakhs for the previous financial year ended March 31,

2024. Your Company has achieved profit after tax of Rs. 218.76 lakhs for the current year as against Rs. 312.06 lakhs for the previous financial year ended March 31, 2024.

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 financial year ended March 31, 2025.

Brief Description about Company's Operations

Shree Vasu Logistics Limited is a leading logistics and warehousing service provider in Central and Eastern India, offering end-to-end solutions including transportation and temperature-controlled storage.

Dividend for financial year 2024-25

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the Company's dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the financial 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.

Change in Registered Office of the company

During the year under review, there has been no change in the registered office of the company.

Changes in the nature of business

There have been no changes in the nature of business and operations of our Company during the year under review.

Website of the Company

Our Company maintains a website www.shreevasulogistics.com, where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

Environment

Our Company is committed to conducting its operations in a manner that promotes environmental sustainability and responsible use of resources. Being engaged in the logistics sector, the Company recognizes its role in reducing the environmental impact of transportation and warehousing activities. During the year, the Company undertook various initiatives towards minimizing its carbon footprint, such as: Optimizing route planning and vehicle utilization to reduce fuel consumption and emissions; Ensuring compliance with all applicable environmental laws, rules and regulations.

A major step in this direction was the deployment of a 30 kV Solar Energy System within our operations. This initiative contributes to reducing dependency on non-renewable energy sources and supports the Company's commitment to environmental responsibility and sustainable growth. The Company continuously strives to adopt practices that contribute towards a greener supply chain, improve energy efficiency and enhance sustainability. Going forward, the Company remains committed to integrating environmentally conscious measures into its business strategy.

Employees' Stock Option Plan (“ESOP”)

During the year, the Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on Tuesday, December 31, 2024 has approved grant of 10,000 stock options under “Shree Vasu Logistics Limited Employees Stock Option Plan 2022'' (“SVLL-ESOP 2022”).

The Board of Directors of the Company, in its meetings held on December 31, 2024 and February 16, 2024, approved the allotment of equity shares of Shree Vasu Logistics Limited of face value of 60/- each to the employees of the Company pursuant to the exercise of stock options granted under the SVLL ESOP 2022, as under:

5,800 (Five Thousand Eight Hundred only) equity shares allotted on December 31, 2024; and 21,900 (Twenty One Thousand Nine Hundred only) equity shares allotted on February 16, 2024.

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 16^th AGM held on September 26, 2022.

During the year under review, there is no material change in the scheme and the said scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Further the following details, inter alia, shall be disclosed on the company's website and a web-link thereto shall be provided in the report of Board of Directors.

A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based payments' issued in that regard from time to time.

Disclosed in Notes to Financial Statement for the year ended March 31, 2025.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by Central or any other relevant accounting standards as issued from time to time.

Disclosed in Notes to Financial Statement for the year ended March 31, 2025

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, a re a s under and a vailable on the website of the Company a t https://shreevasulogistics.com/stock-exchange-compliance/:

Details related to ESOS:

Option movement during the year:

Employee wise details of ESOP granted to: a. Senior Management/Key Managerial Personnel

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:

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 sector continues to witness robust growth, driven by the rapid expansion of e-commerce, government infrastructure initiatives, and the adoption of advanced digital technologies. The logistics industry is increasingly moving beyond traditional transportation and warehousing activities to providing end-to-end integrated supply chain solutions, including predictive planning, real-time tracking, last-mile delivery optimization, and value-added services.

As per industry estimates, the logistics sector in India is expected to grow at a healthy pace of 10 12% annually, reaching approximately US$ 380 billion by 2025, as compared to US$ 250 billion in 2022. The sector currently contributes around 14.4% of India's GDP and employs nearly 22 million people, underlining its importance as the backbone of economic activity.

Further, the Government of India is actively focusing on reducing the logistics cost from the current 13 14% of GDP to around 10%, in line with global benchmarks, through policy reforms and large-scale infrastructure development under the PM Gati Shakti Master Plan, National Logistics Policy, and multi-modal logistics initiatives.

The outlook for the logistics industry remains positive and promising, offering opportunities for organized players to strengthen their position through technology adoption, capacity expansion, and enhanced service offerings.

A more detailed analysis of the industry scenario, opportunities, threats, and company-specific performance is provided in the Management Discussion and Analysis Report (“MDAR”), which forms an integral part of this Board's Report as Annexure V.

CAPITAL STRUCTURE:

Authorised Share Capital

During the year under review, Authorised share capital of the Company increased from Rs.15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 30,00,00,000/- (Thirty Crores only) divided into 3,00,00,000 (Three Crores only) Equity Shares of face value Rs.10/- (Ten only) each by increasing of 1,50,00,000 (One Crore Fifty Lakhs Only) Equity Shares of face value Rs.10/- (Ten only) each ranking pari - passu in all respect with the existing Equity Shares of the Company pursuant to the approval of the members at the Extra-Ordinary General Meeting held on Tuesday, January 28, 2025.

The authorized share capital of the Company as on March 31, 2025 is Rs.30,00,00,000/- (Thirty Crores only) divided into 3,00,00,000 (Three Crores only) Equity Shares of face value Rs.10/- (Ten only) each.

Paid Up Share Capital

During the year under review, the paid up share capital of the Company increased due to allotment of equity shares under the Employee Stock Option Plans (ESOP) of the Company as follows:

On April 9, 2024, the Company allotted 21,900 equity shares upon exercise of options granted under the ESOP. Subsequently, on December 31, 2024, the Company allotted an additional 5,800 equity shares under the ESOP scheme.

As a result, the paid-up share capital of the Company increased from Rs.11,46,60,000 (Rupees Eleven Crore Forty- Six Lakh Sixty Thousand) to Rs. 11,49,37,000 [Eleven Crore Forty- Nine Lakh Thirty- Seven Thousand] as on March 31, 2025.

Credit Rating of Securities

During the year under review, the Credit Rating assigned to the Company was reviewed and downgraded by the Credit Rating Agency, CARE Ratings Limited (“CARE”), on March 19, 2025. The details of the revised rating are as under:

Subsequently, the Company has withdrawn the credit rating services provided by CARE Ratings Limited (“CARE”) and has obtained a new Credit Rating from India Ratings and Research, a Fitch Group Company.

Based on the rating assessment undertaken by India Ratings & Research, the rating for the bank loan facilities availed by the Company has been assigned on May 9, 2025. The details of the new rating are as under:

MANAGEMENT

Directors (Appointment/Cessation):

During the year under review, the following changes have taken place in the Board of Directors of the Company:

In the opinion of the Board, the above Director appointed during the year have integrity, relevant expertise and experience (including the proficiency) to act as 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), Director of the Company 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:

The following change took place from the end of the financial year till the date of this report in the Key managerial Personnel (KMP) of the Company:

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. They show active participation at the board and committee meetings, which enhances the transparency and adds value.

As on March 31, 2025, the Board of company consists of Six (6) Directors. The composition and category of Directors is as follows:

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). All the Independent Directors are exempted/has passed the online proficiency test conducted by the Indian Institute of Corporate Affairs.

Meetings of the Board

The Board meets at regular intervals to discuss and take a view on the Company's 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 Eight (8) times and board meetings were held on the following dates as mentioned in the table:

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.

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 Company's 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 Company's affairs and put forth their views to the Lead Independent Director.

During the year under review, the Independent Directors met on March 28, 2025 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 Board's 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.

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof

During the reporting period, no such event transpired; consequently, no issues pertaining to valuation have arisen

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:

a) 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; b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks. c) 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 Company's 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 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) 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, 2025 and of the profit of the Company for the year ended on that date; c) The Directors 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) 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.

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 Companies Act, 2013 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 arm's 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.

Further, the company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on Materiality of Related Party Transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134 (3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC -2 .

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.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

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 III 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 Company's risk appetite and risk tolerance levels to reduce the potential impact of the risk when it occurs 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 Company's 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 linkhttps://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. This 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 Company's website at https://www.shreevasulogistics.com/upload/Whisle%20Blower%20and%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 Company's operations in future.

GENERAL MEETINGS

The Annual General Meeting of the Company for the financial year 2023-24 was held on September 30, 2024.

AUDITORS OF THE COMPANY:

Statutory Auditors

The Members of the Company had, at their 15^th 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 15^th AGM up to the conclusion of 20^thAGM 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 2024-25 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 November 9, 2024 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 2024-25.

Secretarial Audit Report

The Company has obtained a Secretarial Audit Report for the financial year ended March 31, 2025 from Mr. 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 Companies Act, 2013 read with Rules framed thereunder for the financial year ended March 31, 2025 has been annexed to this Board Report as Annexure IV 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 in compliance with Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 at its meeting held on November 9, 2024 to conduct Internal Audit for Financial Year 2024-25.

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 by the Institute of Company Secretaries of India and approved by the Central Government.

During the year under review, your Company has followed compliance with the applicable Secretarial Standards SS-1 and SS-2.

Standalone Accounts

The Standalone financial statements for the financial year ended March 31, 2025 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at March 31, 2025 and for the previous year ended March 31, 2024.

Annual Return

The Annual Return of the Company for the year ended March 31, 2025 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

Your Company is an equal opportunity provider and believes 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 Sexual Harassment of Women at Workplace (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:

Maternity Benefit Act, 1961:

Directors confirms that our Company has complied with the provisions of the Maternity Benefit Act, 1961. Company is committed to supporting female employees during pregnancy, childbirth, and thereafter, and strive to maintain a workplace that is conducive to their well-being and career growth.

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/athttps://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 affirmed compliance with code of conduct of Board of Directors and Senior Management for the year ended March 31, 2025 and a declaration in this regard is attached as Annexure II .

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 Company's business operations. This policy includes keeping the IDs updated about the working of the Company and projects in which the Company is involved. Company's 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 all the employees. This policy is applicable to all employees and KMPs of the Company. They 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%20Conduct_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 forming 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 a t the website on the link https://www.shreevasulogistics.com/upload/Code%20of%20Fair%20Disclosure%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 Company's Insider Trading Code, UPSI Leakage Policy and the SEBI Insider Regulations which included dissemination of compliances to be followed, do's and don'ts, inductions etc.

Compliance Officer:

Ms. Chayonika Paloi, Company Secretary, was designated as Compliance 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:

Policy for Preservation of Documents

The Corporate records need to be kept at the places and manner defined under the Companies Act, 2013; policy relating to that for the safe keeping of the documents is a vailable 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 every one's 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. They are skilled, experienced and knowledgeable persons. They 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. This 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 Board's Report as Annexure-V.

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. A report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report and is annexed as ANNEXURE -VI.

Particulars of Employees and Human Resource Development

Your Company recognizes that its employees are its principal assets and that it's 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. This is a challenge as only growth can fulfill these aspirations and in today's 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 Company's commitment extends to its neighbouring 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, colour, 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.

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as ANNEXURE- VII. Further, particulars of employees' remuneration, as prescribed under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.

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 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Other Disclosures

The Company affirms that the annual listing fees for the Financial Year 2024-25 to National Stock Exchange of India Limited. is duly paid There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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.