Your directors present the Thirtieth Annual Report and Audited Accounts of the Company along
with the Report of the Business and operations of your Company ("the Company or CLL”) for
the financial year ended March 31, 2025.

FINANCIAL RESULTS:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS”) and
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions
of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

1. There are no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year and the date of
this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

1. FINANCIAL AND OPERATIONAL PERFORMANCE DURING THE YEAR

During the year under review, the revenue from operations and other income of the
Company were increased to Rs. 7868.33 Lakhs compared to Rs.7364.75 Lakhs of the
previous year. The company has earned profit of Rs. 138.68 lakhs (P.Y. profit Rs. 67.70
Lakhs). The EPS on financial statements for the year ended March 31, 2025 is Rs.
0.12(P.Y. Rs. (0.07) on basic/diluted basis.

Inspite of the tough market conditions, and increased prices of the diesel throughout the
year, company has achieved the position during the year.

2. NATURE OF BUSINESS:

There have been no changes in the nature of business and operations of your company
during the financial year under review.

3. DIVIDEND:

The Board of Directors of your company do not recommend any Dividend for the financial
year 2024-25. Further, during the year under review, no amount was transferred to General
Reserves.

4. TRANSFER TO RESERVES:

The Board of your company has decided not to transfer any amount to the General reserves
for the financial year 2024-25.

5. CAPITAL STRUCTURE/ ISSUE OF SHARE CAPITAL:

During the year, the company has Issued and allotted 2,09,00,000 equity shares of a face
value of Rs.1/- each fully paid up consequent to the Conversion of 2,09,00,000 Convertible
Warrants. Further, the paid up share capital of the company has increased from Rs.
9,93,40,000 (99340000 Equity shares of Rs. 1 each) to Rs. 12,02,40,000 (12,02,40,000
Equity shares of Rs. 1 each).

Further, there is no change in authorised capital of the company.

6. EMPLOYEE STOCK OPTION SCHEME

The company has not issued any Employee Stock Option Plans. As such no Employee Stock
Option Schemes have been framed.

7. SUBSIDIARIES:

The Company has acquired stake of 99.99% in the subsidiary company namely "Chartered
Comcare IFSC Limited"

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared
consolidated financial statements of the Company and a separate statement containing the

salient features of financial statement of subsidiaries, joint ventures and associates in Form
AOC-1, which forms part of this Annual Report.

8. LISTING:

The Company’s Securities are listed on BSE Limited at Mumbai.The Company has paid
the listing fees for F.Y 2024-25 on the paid-up equity share capital.

9. CREDIT RATING:

Your Company is not having credit rating for the year under review.

As on March 31, 2025 the Company is not categorised as a Large Corporate in terms of the
SEBI Circular - SEBI/HO/DDHS/ CIR/P/2018/144 dated November 26, 2018. Necessary
disclosures in this regard have been filed with the stock exchanges within prescribed
timelines.

10. INSURANCE:

All the properties of the Company have been adequately insured.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of section 124 of the Companies Act, 2013 and rules made
thereunder, during the year under the review, equity shares whose dividend had remained
unclaimed / unpaid for a consecutive period of seven years were transferred to IEPF, is not
applicable.

12. PUBLICATION OF FINANCIAL STATEMENTS AND RESULTS:

The audited financial statements of the Company and all other documents required to be
attached thereto are available on the Company’s website: www.chartered.co.in. The
Company publishes its unaudited standalone financial results which are subjected to limited
review report on quarterly basis.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

There was no employee drawing an annual salary of Rs. 124.05 lakhs or more where
employed for full year or monthly salary of Rs. 10.29 Lakhs or more where employed for
part of the year and therefore, information pursuant to the provisions of Rule 5 (2) and (3)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is NIL.

Disclosure with respect to remuneration of the Directors and employees as required under
Section 197 of the Act, and the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure
I” to this Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5)of the Companies Act, 2013 with respect to
Directors' Responsibility Statement, the Directors hereby confirm:

a) that in the preparation of the standalone and consolidated financial statements for the
year ended March 31, 2025, the applicable Indian Accounting Standards read with
requirements set out under Schedule III of the Companies Act have been followed and
there are no material departures from the same;

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 as at March 31, 2025 and of the
profit 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 and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts on a 'Going Concern’ basis;

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

f) that 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.

15. DIRECTORS:

I n accordance with the provisions of Section 152 of the Act and the Articles of Association
of the Company, Mr. Harsh Lalitkumar Gandhi (DIN:03045752) shall retire at the
forthcoming Annual General Meeting of the Company and being eligible, offers himself for
re-appointment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors (non-executive) of the Company
had no pecuniary relationships or transactions with the Company, other than sitting fees
and reimbursement of expenses, if any, incurred by them for the purpose of attending
meetings of the Board/Committee of the Company.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the
Company as on March 31, 2025 were: Mr. Lalit Kumar Gandhi, Managing Director, Mrs.
Mamata Shailesh Patel as CFO of the company and Mrs. Hirvita Shah as Company
Secretary. There is no Change in MD, CFO and CS of the Company at present.

16. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.:

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the
Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of SEBI
(LODR) Regulations,2015 the Board of Directors had approved and adopted the
Remuneration and Nomination Policy as recommended by the Nomination and
Remuneration Committee. The salient features of the said policy covering the policy on

appointment and remuneration and other matters have been explained in the Corporate
Governance Report.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Certificate of non¬
disqualification of Directors from the Practicing Company Secretary forms the Part of this
report as “Annexure II”.

17. BOARD EVALUATION:

In accordance with the provision of regulations 17(10) of the SEBI (Listing obligations and
Disclosure Requirements), 2015 and schedule iv of the Companies Act, 2013, evaluation
of performance of Independent Directors by the Non-Independent Directors and review of
the performance of Non-Independent Directors and the Board as a whole by the
Independent Directors was made during the financial year under report. The Directors
were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

18. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial year 2024-25, 7 (Seven) meetings of the Board of Directors took place.
The details of which are given in the Report on Corporate Governance that forms the part of
this Annual Report. The intervening gap between the meetings was within the period
prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Details of meetings of all the Committees of the Board have been given
in the Report on Corporate Governance.

19. CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the provisions of ‘revised’ SS-1—Secretarial Standards on
meetings of the Board of Directors which has come into effect from October 01, 2017 and
also SS-2 Secretarial Standard on General Meetings during the year.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE
FINANCIAL YEAR AND TILL THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the
Company which have been occurred between the end of the financial year i.e. 31^st March
2025 and the date of the signing of the directors’ report i.e. August 5, 2024.

21. PARTICULARS OF LOANS. GUARANTEES & INVESTMENT:

Loans, Guarantees & investment under Section 186 of Companies Act, 2013 form part of
notes to financial statement provided in this Annual Report.

22. FIXED DEPOSITS:

The Company has not accepted any fixed deposits, and as such no amount of principal or
interest was outstanding as on the Balance Sheet date.

23. CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

All related party transactions that were entered during the financial year were in the ordinary
course of the business of the Company and were on arm’s length basis. There were no
materially significant related party transactions entered by the Company with Promoters,
Directors, Key Managerial Personnel or other persons which may have a potential conflict
with the interest of the Company.

Your Directors have on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between your Company and its Related Parties, in compliance with
the applicable provisions of the Companies Act 2013, the Rules made thereunder and the
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015.

The transactions were in ordinary course of business and on arm’s length basis, details of
which are provided in Section 134(3)(h) of the Act, are disclosed in Form AOC-2 which forms
part of Annual report as “Annexure III”. The same are also given in the Standalone financial
statement of the company for the year ended 31^st March 2024. Apart from the above, the
company has not entered into any transactions with any person or entity belonging to the
promoter group which holds 10% or more shareholding in the company.

There are no materially significant transactions with the related parties during the financial
year which were in conflict with the interest of the company. Suitable disclosure as required
by the Accounting Standard (AS-18) has been made in the notes to the financial statements,
you may refer to related party transactions in the note of the standalone financial statements.

24. AUDITORS:

• Statutory Auditors

The shareholders had at the Twenty Sixth AGM of the Company appointed Prakash
Tekwani & Associations, Chartered Accountants, (Firm Registration No. 120253W), as
Statutory Auditors of the Company to hold office from the conclusion of the Twenty Sixth
AGM till the conclusion of the Thirty First AGM. They have under Section 139(1) of the Act
and the Rules framed thereunder, furnished a certificate of their eligibility. The requirement
to place the matter relating to appointment of auditors for ratification by Members at every
AGM had been done away by the Companies (Amendment) Act, 2017 with effect from
May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment
of statutory auditors at the ensuing AGM and a note in respect of same has been included
in the Notice for this AGM.

The Auditors’ Report for FY 2024-25 form a part of this Annual Report and neither contains
any qualification, reservation nor adverse remark.

• Secretarial Auditors

Pursuant to Section 204 of The Companies Act, 2013 read with Rules thereof, the Board
of Directors had appointed M/s Yash Mehta & Associates, Company Secretary in Practice,
Ahmedabad (M No F-12143, C P No 16535) as Secretarial Auditor of the Company for the
FY 2024-25. A Secretarial Audit Report for FY 2024-25 in Form MR -3 is annexed herewith
this report herewith as “Annexure IV” to this Report.

There is following observation by Secretarial Auditor in his report against which the
Directors have clarified as follows;

1. The Promoter has made delayed submission of nil encumbrance disclosure as
mentioned in Regulation 31(4) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 in Financial Year 2024-25.

Board reply: Board has considered above remarks seriously, give assurance of future
compliances and provide explanation in detail as under:

1. The Company has received declaration from promoters on 10th May, 2024 and
submitted to BSE on 14th May, 2024. Hence, the Company has immediately
forwarded the disclosure to the BSE.

• Cost Auditor:

The requirement of appointment of Cost Auditor and cost audit is not applicable for the
financial year 2024-25 pursuant to the provisions of Section 148 of the Companies Act,
2013.

• Internal Auditor:

The Board of Directors has appointed M/S Tibrewal Bhagat & Associates, Ahmedabad,
as an Internal Auditor of the Company for the FY 2024-25. The Internal Auditor directly
report to audit committee. The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives.

25. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Your Company has established and maintained a framework of internal financial controls
and compliance systems. Based on the same and the work performed by the internal
auditors, statutory auditors and the reviews performed by Top Management team and the
Audit Committee, your directors are of the opinion that your Company’s Internal Financial
Controls were adequate and effective during the financial year 2024-2025. Further the
statutory auditors of your company have also issued an attestation report on internal control
over financial reporting (as defined in section 143 of Companies Act 2013) for the financial
year ended March 31, 2025, which forms part to the Statutory Auditors report.

26. Details of Fraud Reporting by Auditor:

During the year, no fraud was reported by the statutory auditors under section 143(12) of
the Act.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis is given as separate section
in this Annual Report.

28. CORPORATE GOVERNANCE REPORT:

Your Company has been observing the best corporate governance practices and
benchmarking itself against each such practice on an ongoing basis. The company is
committed to transparency in all its dealings and places high emphasis on business ethics.
A separate section on Corporate Governance and a Certificate from the Practicing Company

Secretary of the Company regarding compliance of the conditions of Corporate Governance
as per Regulation 34(3) read with schedule V of the SEBI (LODR) Regulations, 2015 forms
part of this Annual Report.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

As required under Companies Act, 2013 and SEBI (LODR) Regulations, the Company has
put in place Vigil Mechanism/ Whistle Blower Policy for Directors and Employees so that the
Directors can report concerns about unethical behaviour, actual or suspected fraud or
violation of the Company’s Code of Conduct Policy. The cases registered under Whistle
Blower Policy of the Company, if any, are reported to and are subject to the review of the
Audit Committee. The Whistle Blower Policy has been posted on the website of the
Company (www.chartered.co.in)

30. INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time, the code of conduct for prevention of insider trading & code
for corporate disclosures are in force. The Company has adopted Code of Conduct for
prevention of Insider Trading with a view to regulate trading in securities by the Directors
& designated persons of the company, as per SEBI (Prohibition of Insider Trading)
Regulations, 2015.

The board is responsible for implementation of the code.

31. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report, as required under Regulation 34(2)(g) of SEBI (LODR)
Regulations, 2015 is not applicable to the Company.

32. CORPORATE SOCIAL RESPONSIBILITY REPORT:

The company’s net profit, turnover and net worth are outside the criteria of Section 135 of
the Companies Act, 2013, therefore, it is not required to spend any amount under CSR
Activity.

33. POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business
transactions guided by our value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed
companies. All our corporate governance policies are available on our website. The
policies are reviewed periodically by the Board and updated based on need and new
compliance requirement. The key policies that have been adopted by us as follows:

i. Document Retention & Archival Policy

ii. Material Event Policy

iii. Whistle bowler and vigil mechanism policy

iv. Code Of Practices and Procedures of Fair Disclosure Of UPSI

v. Related party transactions policy

vi. Code of Conduct for Directors and Senior Management

vii. Nomination and remuneration Policy

34. RISK MANAGEMENT POLICY:

The Company follows well-established and detailed risk assessment and minimization
procedures, which is periodically reviewed by the Board. The Company has in place a
business risk management framework for identifying risks and opportunities that may have
a bearing on the organization’s objectives, assessing them in terms of likelihood and
magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company’s management
of key risks, including strategic and operational risks, as well as the guidelines, policies and
processes for monitoring and mitigating such risks under the aegis of the overall business
risk management framework.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company firmly believes in providing a safe, supportive and friendly environment- a
workplace where our values come to life through the supporting behaviors. Positive
workplace environment and a great employee experience are integral part of our culture.
The Company believes in providing and ensuring a workplace free from discrimination and
harassment based on gender.

The Company educates its employees as to what may constitute sexual harassment and
in the event of any occurrence of an incident constituting sexual harassment; the Company
provides the mechanism to seek recourse and redressal to the concerned individual
subjected to sexual harassment.

During the year there was no complaint of sexual harassment lodged with the Company.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN
EXCHANGE EARNINGS AND OUT GO:

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule (8)(3) of the Companies (Accounts) Rules, 2014 pertaining to conservation of
energy and technology absorption and foreign exchange earnings and outgo, are not
applicable to the Company as the company is neither involved in any manufacturing,
processing activities nor any of its transactions involve foreign exchange earnings and
outgo.

37. ANNUAL RETURN:

The Annual Return in Form MGT-7 in accordance with Section 92(3) of the Companies
Act, 2013 read with Companies (Management & Administration) Rules, 2014 uploaded on
the website of the Company i.e. (www.chartered.co.in)

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

The Company has neither made any application nor any proceedings pending under The
Insolvency and Bankruptcy Code, 2016 during the year under review. Therefore, there are
no details required to be disclosed, as the said clause is not applicable as on year ended
31^st March, 2025.

39. THE 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 THE
REASONS THEREOF:

The Company has not availed any one-time settlement facility, during the year under
review, therefore providing of details with respect to difference in the amount of valuation
done at the time of one time Settlement and the Valuation done while taking loan from the
Banks or Financial Institutions does not arise.

40. ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made
by the employees of the company. The Directors also wish to thank the Government
authorities, financial institutions, banks and shareholders for their cooperation and
assistance extended to the company.

For and on behalf of the Board of Directors,

Date: July 31,2025 Chartered Logistics Limited

Place: Ahmedabad

Lalit Kumar Gandhi Harsh Lalitkumar Gandhi

Managing Director Whole Time Director

(DIN: 00618427) (DIN: 03045752)