The Members,

The Directors takes immense pleasure in presenting the Annual Report of Cargosol Logistics Limited (Formerly known as Cargosol Logistics Private Limited) together with the audited financial statements for the financial year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year under review along with previous year's figure is given hereunder;

Amount (in Lakhs.)

2. STATE OF COMPANY'S AFFAIRS:

The Company is engaged in the business to carry on in India and abroad, the business of Freight Forwarding, Logistics and Shipping Services of any kind relating to the carriage (performed by single mode or multi-modal transport means), handling, packing or distribution of goods including all the logistical services with modern information and communication technology in connection with the carriage handling or storage of the goods i.e. warehousing.

There has been no change in the business of the Company during the financial year ended 31^st March, 2023.

The highlights of the Company's performance as compared to the previous FY on Standalone basis are as under;

• Revenue from operations in the current year is Rs. (in lakhs) 17,012.85/- in the current year as compared to Rs. (in lakhs) 20,039.43/- in the previous year.

• Net Profit of the company in the current year is Rs. (in lakhs) 326.79 /- as compared to the profit of Rs. (in lakhs) 560.51/- in the previous year.

• Earnings per share is Rs. 3.72/- for the current year and Earnings per share is Rs. 7.47/- for the previous Financial year.

The highlights of the Company's performance as compared to the previous FY on Consolidation basis are as under:

• Revenue from operations in the current year is Rs. (in lakhs} 17,012.85/- in the current year as compared to Rs. (in lakhs} 20,039.43/- in the previous year.

• Net Profit of the company in the current year is Rs. (in lakhs} 420.60/- as compared to the profit of Rs. (in lakhs) 620.85/- in the previous year.

• Earnings per share is Rs. 4.79/- for the current year and Earnings per share is Rs. 8.28/- for the previous Financial year.

3. INITIAL PUBLIC OFFERING:

During the year under review, your Company made an Initial Public Offer (IPO) through an offer for sale of 27,00,000 equity shares of face value of INR 10/- each of the Company for cash at a price of INR 28/- per equity share aggregating to INR 756/- Lakh by the selling shareholders. The issue opened on 28^th September, 2022 and closed on 30^th September, 2022. The Company successfully completed the IPO process and the equity shares of the Company were listed on Bombay Stock Exchange of India Limited ("BSE"} on 10^th October, 2022.

4. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3}(a} and Section 92(3} of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website i.e., www.cargosol.com.

5. DIVIDEND:

In view to strengthen the financial position of the Company the Board of Directors of your Company does not recommend any Dividend for the FY 2022-23.

6. AMOUNT TRANSFERED TO RESERVES:

During the year ended 31^st March 2023, the Company had completed the Initial Public Offer (IPO) of its equity shares comprising a fresh issue of 27,00,000 equity shares having a face value of Rs 10/- each at an offer price of & 28/- per share aggregating to Rs 756 lakhs. Pursuant to the IPO, the Company incurred Rs 97.40 lakhs as IPO related expenses (excluding taxes} which have been adjusted against securities premium. The utilisation of IPO proceeds out of fresh issue is summarized below:

The amount transferred to reserves is summarized below: -

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND: -

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

8. DETAILS OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has following subsidiaries, joint ventures or associate companies.

No company has become or ceased to be the Company's subsidiaries, joint ventures or associate companies during the year under review.

Further, a statement containing the salient features of the financial statement of subsidiary in the prescribed format AOC-1 is appended as "Annexure I" to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

9. MATERIAL CHANGES AND COMMITMENTS:

During the financial year under review, the Company has made an Initial Public Offer (IPO) through an offer for sale of 27,00,000 equity shares of face value of INR 10/- each of the Company for cash at a price of INR 28/- per equity share aggregating to INR 756/- Lakh by the selling shareholders. The Company successfully completed the IPO process and the equity shares of the Company were listed on Bombay Stock Exchange of India Limited ("BSE") on 10^th October 2022.

Further, there are no other material changes and commitments, affecting the financial position of the Company, which have occurred during the period under review.

10. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186.

The particulars of loan given, guarantees/securities provided, and investments made by the Company during the year under review according to the provisions of Section 186 of the Companies Act, 2013, are provided as "Annexure II" which forms part of this Report.

11. PARTICULARS OF CONTRACTS AND ARRANGEMENT ENTERED WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties are in the ordinary course of business and on arm's length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as an "Annexure III".

The Policy on dealing with Related Party Transactions may be accessed on the Company's website at the link- https://cargosol.com/

12. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

13. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Samuel Muliyil (DIN: 01608626) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommended his re-appointment for your approval. A brief profile relating to him is given separately as an annexure to the AGM Notice.

After the reporting financial year, Mr. Mohammed Saifi (DIN-: 07722850) was appointed as an Additional Non-Executive Independent Director of the Company with effect from 13^th July, 2023 and shall be further regularized as Independent Director. Necessary resolution for his appointment is included in the Notice of AGM for seeking approval of the members of the Company.

Mr. Anilkumar Sharma (DIN: 09565146) resigned from the post as Independent Director w.e.f. 13^th July, 2023.

Following changes were recorded in the composition of KMP of the Company:-

14. SHARE CAPITAL:

The details of Share capital of the Company is as under:

(Rs in lakhs)

During the year under review, your Company made an Initial Public Offer (IPO) through an offer for sale of 27,00,000 equity shares of face value of INR 10/- each of the Company for cash at a price of INR 28/- per equity share aggregating to INR 756/- Lakh by the selling shareholders.

15. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES:

The composition of the Board as on 31^st March, 2023 is in conformity with the provisions of the Companies Act, 2013.

The Board of Directors met eleven times during the financial year under review on 22^nd April 2022, 05^th May 2022, 26^th May 2022, 30^th June 2022, 20^th September 2022, 22^nd September 2022, 06^th October 2022, 14^th November 2022, 06^th January 2023, 31^st January 2023 and 08^th February 2023.

II. COMPOSITION OF THE BOARD:

The Company has a very balanced and diverse composition of Board of Directors, which primarily takes care of the business needs and stakeholders' interest. The Non-executive Directors including Independent Directors on the Board are experienced and highly competent persons in their respective fields of expertise. They take active part at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play pivotal role on strategic issues, which enhances the transparency and add value in the decision-making process of the Board of Directors.

Except, Samuel Janathan Muliyil and Stalgy Samuel Muliyil who are husband and wife, no other Director is related directly or indirectly to any other Directors of the Company.

III. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS HELD DURING THE FY 2022-23:

IV. COMMITTEES OF THE BOARD:

The Committees of the Board play a vital role in the governance structure of the Company and help the Board of Directors in discharging their duties and responsibilities. The Committees have been constituted to deal with specific areas / activities, which concern the Company.

The Committees are set with clearly defined roles and goals, which are crucial for the smooth functioning of the Company. The Board is responsible for the action of the Committees.

The Chairman of the respective Committees inform the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all the Committees are placed before the Board for review.

There are currently Four Committees of the Board, as follows:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

Below are the details of all the Committees along with their compositions, and meetings held during the year:

A. AUDIT COMMITTEE:

Pursuant to Provisions of Section 177 of the Companies Act, 2013 during the financial year under review the Audit Committee met Three times on 26^th May 2022, 20^th September 2022 and 14^th November 2022.

I. Terms of Reference/ Policy:

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

Composition of Audit Committee is as follows :-

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The Audit Committee Policy of the Company is hosted on the Company's Website at https://cargosol.com/

Composition of Nomination and Remuneration Committee is as follows:

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company's Website at: https://caraosol.com/

Composition of Stakeholders Relationship Committee is as follows:

The Stakeholders Relationship Committee Policy of the Company is hosted on the Company's Website at: https://caraosol.com/

16. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) That such accounting policies selected 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;

iii) That 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;

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

v) That proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company stating that:

(i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and

(ii) as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specified under Schedule V of the Listing Regulations and are independent of the management.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company. Regarding proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he/she has complied with the applicable laws.

18. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder all the Independent Directors of the Company met once without the attendance of Non-Independent Directors and Members of the Management.

The Non-Executive Independent Directors of the Company met on 08^th February, 2023. During the said meeting, the following points were discussed:

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

• The performance of the Chairman of the Company taking into account the views of Executive Director and Non-Executive Directors.

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

All the Non-Executive Independent Directors were present throughout the meeting. They expressed their satisfaction on the governance process followed by the Company as well as the information provided to them on a timely basis.

20. PERFORMANCE EVALUATION:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every director's performance. Accordingly, evaluation of all directors was carried out.

21. VIGIL MECHANISM:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company's website at https://cargosol.com/

22. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/strategic business plans and management reviews.

23. REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - IV to this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - IV to this Report.

24. AUDITORS & AUDITORS REPORT:

The matters related to Auditors and their Reports are as under:

i. STATUTORY AUDITORS:

M/s. C A S & Co. Chartered Accountants (Firm Reg. No. 111075W) were appointed as statutory auditors of the Company for 5 years [i.e., from the conclusion of this Annual General Meeting ‘AGM' till the conclusion of the Annual General Meeting to be held in the FY 2025-26.

The observation of the Statutory Auditors, when read together with the relevant notes to the accounts and the accounting policies are self-explanatory and does not call for any further comment.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2023:

The auditor's report for the financial year ended 31^st March, 2023 does not contain any qualification, reservation or adverse remark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

iii. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

25. SECRETARIAL AUDITOR:

The Secretarial Auditor, M/s. Jajodia & Associates, Practicing Company Secretary in practice, (COP No. 19900), has issued Secretarial Audit Report for the Financial Year 2022-23 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, which Is annexed as "Annexure V" and forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks and disclaimer.

The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

26. INTERNAL AUDITORS:

During the financial year under review, M/s. Daya & Associates, Internal Auditors of the Company, has carried the Internal Audit and submitted their Report thereon as per the provisions of Section 138 of Companies Act, 2013.

27. MAINTENANCE OF COST RECORDS

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required pursuant to the provisions of Schedule V of the SEBI Regulations forms part of this Annual Report.

29. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION :-

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy, technology absorption, etc. are as mentioned below: -

a) Conservation of Energy:

b) Technology Absorption:

30. DEPOSITS:

The following details of deposits, covered under Chapter V of the act:

(a) Deposits accepted during the year; - Nil

(b) Remained unpaid or unclaimed as at the end of the year; - Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the amount involved-

i. At the beginning of the year; - Nil

ii. Maximum during the year; - Nil

iii. At the end of the year; - Nil

(d) The details of deposits which are not in compliance with the requirements of Chapter. - Nil

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

32. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

33. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 the Company has framed a policy on Corporate Social Responsibility. As part of its initiatives the Company has identified various projects. These projects are in accordance with the Schedule VII of the Companies Act, 2013.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - "VI" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy been placed on the Company's website i.e., www.cargosol.com.

34. EMPLOYEE REMUNERATION:

During the period under review, the details of employees in receipt of remuneration pursuant to section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company as no employee has drawn any remuneration above the limits specified therein.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review,

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. There is no change in the nature of the business of the company

III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme,

IV. Neither the Managing Director nor the Whole -time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

37. GREEN INITIATIVE:

Electronic copies of the Annual Report 2022-23 and the Notice of the AGM are sent to all members whose email addresses are registered with the Company / Depositary Participant(s).

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016):

During the period under review there are no such application made or no such proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.