Your Directors take pleasure in presenting the Board’s Report of the company on the business and operations together with the Audited Accounts for the financial year ended 31st March 2024.

1. FINANCIAL RESULTS & PERFORMANCE:

Financial performance of the Company for Financial Year 2023-24 is summarized below:

(Figure in Lakhs)

* Figures regrouped wherever necessary.

2. STATE OF COMPANY'S AFFAIR:

Standalone figures

During the year, your company recorded total revenue of Rs. 14,509.47 Lakhs during the current year against Rs. 17,154.50 Lakhs in the previous year and Net Profit for the year 2023-24 stood at Rs. 705.24 Lakhs as compared to Rs. 728.47 Lakhs in financial year 2022-23 which has decreased by 3.19%.

Consolidated figures

During the year, your company recorded total revenue of Rs. 19,900.91 Lakhs during the current year against Rs. 22,181.65 Lakhs in the previous year and Net Profit for the year 2023-24 stood at Rs. 1235.43 Lakhs as compared to Rs. 908.79 Lakhs in financial year 2022-23 which has increased by 35.94%.

3. DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of Directors doesn’t declared dividends as the company is at growing stage and requires funds for expansion. Your Directors do not recommend any dividend for the year ended 31^st March, 2024.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

5. SHARE CAPITAL:

During the year under review, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs 10/- each and Paid-up Share Capital of the Company is Rs. 9,89,91,210/- as on divided into 98,99,121 Equity Shares of Rs 10/- each 31st March, 2024.

The allotments done in the current financia year are as follows-

Moreover, after the completion of financial year by the way of Initial Public Offer, the Company on 02nd August, 2024 allotted 36,57,000 Equity shares on face value of Rs. 10/- at a premium of Rs. 134/- each. Hence, on the date of report Company's issued, subscribed and paid up capital of the company stood at Rs. 13,55,61,210 divided into Rs. 1,35,56,21 Equity shares of Rs. 10/- each.

INITIAL PUBLIC OFFER AND CONSEQUENT LISTING OF SHARES ON SME EXCHANGE OF NSE

Your Board would like to appraise that the Company has issued and allotted 36,57,000 Equity shares of the face value of Rs.10/- each at an issue price of Rs. 144/- each including a share premium of Rs. 134/- each aggregating to Rs. 5,266.08 Lakhs by passing the necessary shareholders' resolution in the Extra Ordinary General Meeting of the Company held on 23^rd March, 2024.

Your Directors are pleased to inform you that the Company’s securities have been listed on the SME Platform of National Stock Exchange of India Limited (NSE Emerge] with effect from 06th August, 2024.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

The Net Issue Proceeds will be utilized for following purpose:

6. MATERIAL CHANGES:

Initial Public Offer and Listing of Shares:

The members of the Company had passed the Special Resolution in Extra Ordinary General Meeting held on 23^rd March, 2024 for listing its Equity shares on EMERGE Platform of NSE Limited (“NSE EMERGE”]. M/S Beeline Capital Advisors Private Limited acted as Merchant Banker and Book Running Lead Manager to execute the listing procedure in compliance with SEBI (Issue of Capital & Disclosure Requirements] Regulations, 2018, SEBI (Listing Obligation & Disclosure Requirements] Regulations, 2015 & Securities Contract Regulation Act, 1956.

The equity shares of your Company are listed on EMERGE Platform of NSE Limited (NSE EMERGE] Limited with effect from 06^th August, 2024 pursuant to Initial Public Offer of the Company.

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report

7. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

8. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial year, there has been no change in the business of the company or in the nature of business carried by the company during the financial year under review.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in nature.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5] of the Companies Act, 2013, your directors hereby confirm:

a] That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b] That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d] That the directors had prepared the annual accounts on a 'going concern’ basis; and

e] The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f] The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTOR:

Pursuant to Section 149(7] of the Companies Act, 2013 (“the Act”] read with the Companies (Appointment and Qualifications of Directors] Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the 'criteria of Independence’ as prescribed under Section 149(6] of the Act and Regulation 16 of the Listing Regulations 2015 have submitted their respective declarations as required. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence.

All the independent directors have enrolled with the Indian Institute of Corporate Affairs at Manesar for exam "Online Self-Assessment Test".

12. LOANS GUARANTEES AND INVESTMENTS:

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this annual report.

13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Jai Ambe Transmovers Private Limited is the wholly owned subsidiary, Ashapura Warehousing Private Limited and Amanzi International Private Limited, are subsidiaries of the company, a statement providing details of performance and salient features of their financial statements, as per Section 129(3) of the Act, is annexed as "Annexure-I” to this report.

14. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available at https://ashapura.in/annual-report.php

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis Report, is given in Annexure II.

16. CORPORATE GOVERNANCE:

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME EMERGE Platform of NSE therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities. Hence, your company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015 and Corporate Governance does not form part of this Board’s Report.

17. BOARD AND ITS COMMITTEES:

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their detailed composition along with their attendance is mentioned below. The composition of the Board and its committee is also available on the website of the company at https://ashapura.in/management-&-committees.php

I. BOARD MEETING:

Composition of Board of Director as on 31st March, 2024 is as follows:

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 15 (Fifteen] times and the gap between two meetings did not exceed one hundred and twenty days (120).

II. COMMITTEES MEETING • AUDIT COMMITTEE

Our Company has constituted an Audit Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The Audit Committee of the company consists of two Independent Directors and one Executive Director of the Company. All the Directors have good understanding Finance, Accounts and Law. During the year, the audit committee of the board was constituted by a resolution of the board at their meeting held on 18^th March, 2024.

The Composition of the Audit Committee and details of participation of the Members at the Meetings of the Committee during the year are as under:

Composition of audit committee of the company is as follows:

During the year, Audit Committee met once on 18^th March, 2024. All the committee members were present at that meeting.

The scope of audit committee shall include, but shall not be restricted to, the following;

1. Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3] of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.], the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. management letters / letters of internal control weaknesses issued by the statutory auditors;

3. internal audit reports relating to internal control weaknesses; and

4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable,

submitted to stock exchange(s) in terms of Regulation 32(1).

b. annual statement of funds utilized for purposes other than those stated in the offer

document/prospectus/notice in terms of Regulation 32(7).

• NOMINATION AND REMUNERATION COMMITTEE

Our Company has constituted a Nomination And Remuneration Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The Nomination and Remuneration Committee of the company consists of three Independent Directors of the Company. During the year, the nomination and remuneration committee of the board was constituted by a resolution of the board at their meeting held on 18^th March 2024.

Composition of Nomination and Remuneration Committee of the company is as follows:

During the year, Nomination and Remuneration Committee met once on 18^th March, 2024. All the committee members were present at that meeting.

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity, if any;

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director ‘s performance.

6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. recommend to the board, all remuneration, in whatever form, payable to senior management.

8. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

9. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

The performance evaluation of the independent director was evaluated by the board after seeking inputs from all the independent directors on the basis of the criteria such as participation in decision making and rendering unbiased opinion; participation in initiating new ideas and planning of the company etc.

The board reviewed the performance of the independent directors on the basis of the criteria such as the contribution in raising concerns to the Board, safeguarding of confidential information, rendering independent unbiased opinion etc. The web link is chrome-https://ashapura.in/docs/policies/Policy-on-Evaluation-of-Board-and-Independent-Directors.pdf

REMUNERATION OF DIRECTORS

During the year company has paid following remuneration to the directors as follows:

REMUNERATION POLICY

The Company has adopted and implemented the Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the website of the Company chrome- https://ashapura.in/docs/policies/Policy-on-Nomination-and-Remuneration.pdf

The remuneration payable to Directors, Key Managerial Personnel and Senior Management Person will involve a balance between fixed and incentive pay reflecting short term and long term performance objectives appropriate to the working of the Company and support in the achievement of Corporate Goals.

Presently the company doesn't pay any sitting fees to its non-executive director. The criteria for making payment to the non-executive director is available on the website of the company chrome-https://ashapura.in/docs/policies/Policy-on-Terms-of-Appointment-of-Independent-Directors.pdf

• STAKEHOLDER, SHAREHOLDER AND INVESTOR GRIEVANCE COMMITTEE

The composition of the stakeholder, shareholder and investor grievance committee and details of participation of the members at the meetings of the committee during the year are as under: Composition of the Committee is as follows:

During the year, SRC met once on 18^th March, 2024. All the committee members were present at that meeting.

The term of reference of Stakeholder’s Relationship Committee is as below:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, the stakeholder, shareholder and investor grievance committee of the board was constituted by a resolution of the board at their meeting held on March 18, 2024. To solve the investors grievances Company has formulated Stakeholder’s Relationship Committee.

Name & Designation and address of the Compliance Officer

CS PRIYANKA GYANCHAND JAIN Company Secretary & Compliance Officer Ashapura Logistics Limited

B-902 Shapath Hexa , Opp. High Court , S.G.Highway ,

Sola, Ahmedabad, Gujarat, India, 380060

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; the details regarding investor’s complaints are as follows:

Status of Complaints pending, received, disposed and unresolved:

*Company listed on NSE EMERGE platform on 6th August, 2024

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company has constituted a Corporate Social Responsibility committee ("CSR Committee"). The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR activities. During the year, the corporate social responsibility committee of the board was re-constituted by a resolution of the board at their meeting held on 18^th March, 2023.

The composition of the corporate social responsibility committee and details of participation of the members at the meetings of the committee during the year are as under:

The composition of corporate social responsibility committee as at the end of the year is as follows:

During the year, CSR Committee met twice on 18^th March, 2024 and 30^th March, 2024. All the committee members were present at that meeting.

The terms of reference of the CSR Committee include the following:

1. To formulate and recommend to the Board, a CSR policy.

2. To prepare Annual Action Plan on CSR and recommend to the Board; which will indicate the activities to be undertaken by the Company as well as the amount of expenditure to be incurred on the activities referred to in the CSR policy, manner of implementation of CSR activities and monitoring the same.

3. To prepare a transparent monitoring mechanism for ensuring implementation of the projects / programmes activities proposed to be undertaken by the Company.

4. To report the details of CSR activities undertaken and carried out by the Company in Directors Report and display the same on the website of the Company.

18. FAMILIARIZATION TO INDEPENDENT DIRECTORS:

The Independent Directors of the Company are familiarized with the various aspects of the Company provided with an overview of the requisite criteria of independence, roles, rights, duties and responsibilities of directors, terms of appointment of the Company and policies of the Company and other important regulatory aspects as relevant for directors.

The Company, through its Company Secretary, Executive Director or Manager as well as other Senior Managerial Personnel, conducts presentations/programs to familiarize the Independent Directors with the strategy, operations and functions of the company inclusive of important developments in business. The web link is https://ashapura.in/docs/policies/Policy-on-Familiarization-Program-for-Independent-Directors.pdf

The terms and conditions of independent directors is available on the website of the company at https://ashapura.in/docs/policies/Policy-on-Terms-of-Appointment-of-Independent-Directors.pdf

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits 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. The Disclosures pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the companies (appointment and remuneration of managerial personnel) Amendment rules, 2016 are annexed in Annexure III.

20. STATEMENT ON RISK MANAGEMENT:

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3)(n) of Companies Act, 2013; has been annexed in Annexure IV.

21. AUDITORS:

• STATUTORY AUDITORS:

The Members at the Annual General Meeting of the Company held on September 30, 2023, had appointed M/s. Talati and Talati LLP as the Statutory Auditor of the Company to hold office for a term of three years i.e., upto financial year ending 31^st March, 2026. ¹

• INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts] Rules 2014, the Board of Directors of the Company have to appoint internal auditors for the financial year 2024-25. The directors are evaluating the profiles and prospects of various professionals for the job. The Directors confirm that the appointment of the internal auditor will be done in due time.

22. COMMENTS ON AUDITOR'S REPORT:

M/s Talati and Talati LLP, Chartered Accountants, have submitted Auditors’ Report on the financial statements (standalone and consolidated] of the Company for the financial year ended 31st March 2024. The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation.

23. MAINTENANCE OF COST RECORDS:

The company is not required to maintain Cost Records as specified by Central Government under section 148(1] of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188 of the Companies Act, 2013 entered by the company during the financial year, were in the ordinary course of business and were on an arm’s length basis. The policy on Related Party Transaction is uploaded on the website of the company.

The web link is chrome- https://ashapura.in/docs/policies/Policy-on-Related-Party-Transactions.pdf Details of the related party transaction made during the year are attached Annexure VI in form AOC-2 for your kind perusal and information.

25. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

With reference to Section 134(3](m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings and outgo are as per Annexure VII.

26. CEO/ CFO CERTIFICATION

Pursuant to Regulation 15(2] of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR] relating to declaration by CEO/CFO is not applicable to the company.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is committed to good corporate citizenship. As a part of its corporate social responsibility, the company continues to undertake a range of activities including healthcare, environment and education. The detailed note on CSR expenditure of the company is disclosed in Annexure VIII.

28. ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

29. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The List of board of Directors and KMP as on 31^st March, 2024

* Mr. Sujith Chandrasekhar Kurup was designated as Managing Director.

** Mr. Sujith Chandrasekhar Kurup was designated as Chairman and Managing Director. *** Ms. Chitra Sujith Kurup was designated as Whole-time Director.

In accordance with Section 152(6] of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sujith Kurup (DIN: 00133346), Managing Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company’s policy on directors' appointment and remuneration is available in the web link chrome-https://ashapura.in/docs/policies/Policy-on-Nomination-and-Remuneration.pdf

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

30. DEPOSIT:

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits] Rules, 2014.

31. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5)(viii) of Companies (Accounts] Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board’ report. The detailed report forms part of Independent Auditors Report.

33. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities off unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company’s website. The web link is chrome- https://ashapura.in/docs/policies/Policy-on-Vigil-Mechanism-Whistle-Blower-for-Directors-and-Employees.pdf

34. STATUTORY INFORMATION:

The Company is an integrated logistics company in India, primarily operating in (i) Cargo handling and freight forwarding segment; (ii) Transportation (including project logistics and third-party logistics (“3PL”)); (iii) Warehousing and Distribution and (iv) other services (including coastal movement] and is the member of EMERGE platform of National Stock Exchange of India Limited (NSE EMERGE). Apart from this business, the company is not engaged in any other business/activities.

35. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

36. CODE OF CONDUCT:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR) relating to Declaration by CEO is not applicable to the company.

37. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to certificate of non-disqualification of directors is not applicable to the company as company has listed its specified securities on the NSE EMERGE Platform.

38. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

39. INSURANCE:

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

40. RESEARCH & DEVELOPMENT:

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is in significant in relation to the nature size of operations of your Company.

Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of research & development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people. The company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of company.

41. APPRECIATION:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

42. SEXUAL HARASSMENT OF WOMEN

Your company adopted policy of “Prevention of Sexual Harassment of Women at Workplace”. There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment, internal complaints committee has been set up to redress the complaints, if any.

The constitution of Internal complaints committee is as follows:

The 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. The Company did not receive any complains on sexual harassment during the year and hence no complaints remain pending as of 31^st March, 2024. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

43. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted the Code of Conduct for regulating, monitoring and reporting of Trading by Insiders in accordance with the requirement of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Companies Act, 2013. The Code of internal procedures and conduct for Regulating, monitoring and Reporting of Trading by Insiders is available on chrome- https://ashapura.in/docs/policies/Policy-on-Internal-Procedures-and-Conduct-for-Prevention-of-Insider-Trading.pdf

44. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors

Date: 31/08/2024 ASHAPURA LOGISTICS LIMITED

Place: Ahmedabad

Sd/- Sd/-

Sujith Kurup Chitra Sujith Kurup

Chairman and Managing Director Whole-time Director

DIN:00133346 DIN:02578525

1

SECRETARIAL AUDITOR:

The Board had appointed Mr. Bhaveshkumar Arjunkumar Rawal, Practicing Company Secretary to conduct Secretarial Audit for financial year 2023-24. The Secretarial Audit Reports of the company and its material subsidiary, Jai Ambe Transmovers Private Limited are annexed herewith in Annexure V. The secretarial Auditor's report is self explanatory and as such they do not call for further explanations.