The Directors are pleased to present herewith the Twenty Second Annual Report of AMIABLE
LOGISTICS (INDIA) LIMITED (“the Company”) in business and operations along with the Audited
Financial Statements for the financial year ended 31^stMarch, 2024.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31^stMarch, 2024 is sum¬
marized below:

_(Rs. _In Lakhs!

The standalone financial statements have been prepared by your Company in accordance with
the Indian Accounting Standards prescribed under the Companies Act, 2013. Since the Company
is listed on the SME platform of the National Stock Exchange of India, the Companies (Indian
Accounting Standards) Rules, 2015 are not applicable to the Company.

FINANCIAL PERFORMANCE

During the year under review, the Company has recorded total revenue of Rs. 2558.89 Lakhs
against Rs. 3019.06 Lakhs in the previous year which is 15.24 % more in the current year when
compared. The Profit before tax for the year was Rs. 187.07 Lakhs and profit after tax was Rs.
134.06 Lakhs.

Revenue from operations for the financial year 2023-24 is Rs. 2440.22 Lakhs as against Rs.
2946.25 Lakhs in the previous year. Since in the current year the revenue of the company has
decreased by 17.18 % and net profit increased by 23.88%. Your directors are hopeful that the
Company may be able to show better performance in coming years.

The earnings per share for the year ended March 31, 2024 is at Rs. 7.67/-. The net-worth of the

Company is now standing at Rs. 823.15 Lakhs, which was also increased in line with the increase
in the other factors affecting it.

The Company's performance is much better when compared to the previous year. As everyone
expects, there is an improvement in all the aspects of the financial performance of the Company.

TRANSFER TO RESERVES

The Board of Directors do not propose any amount to be transferred to General Reserves for the
Financial Year 2023-24.

As per the financials, the net movement in the reserves of the Company as at 31^st March, 2024 and
previous year ended 31^st March, 2023 is as follows:

The members are advised to refer Note No. 3 as given in the financial statements which forms
part of the Annual Report for detailed information.

DIVIDEND

Considering Future growth prospects for the company, the Board of Directors decided to retain
the profits earned and therefore does not recommend any dividend for the Financial Year 2023¬
24

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS
(IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable as the Company did not
declare any dividend in the previous years.

CHANGE IN NATURE OF BUSINESS

During the Year under review, there is no change in the business of the Company or in the nature
of activities carried out by the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of
this report which may affect the financial position of the Company.

SHARE CAPITAL
Authorized Share Capital

There is no fresh issue or buy back of shares during the year.

The authorized Share Capital of the Company is Rs. 1,85,00,000/- divided into 18,50,000 Equity
Shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the Company is Rs.
1,74,82,000/- divided into 17,48,200 Equity Shares of Rs. 10/- each.

Paid up Share Capital

The Company has not issued any shares during the year.

The issued, subscribed and paid-up share capital of the Company is Rs. 1,74,82,000/- divided into
17,48,200 Equity Shares of Rs. 10/- each.

Sweat Equity Shares

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13)
of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat
Equity Shares during the period under review.

Differential Voting Rights

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of
Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares
with Differential Voting Rights during the period under review.

Employee Stock Options

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9)
of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Em¬
ployee Stock Options during the period under review.

Debentures/Bonds/Warrants or any Non-Convertible Securities

During the year under review, the Company has not issued any debentures, bonds, warrants or
any non-convertible securities. As on date, the Company does not have any outstanding deben¬
tures, bonds, warrants or any non-convertible securities.

Bonus Issue

As per the provisions of Section 63 of the Companies Act, 2013, the Company has not issued any
bonus shares during the period under review.

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

The Company raised funds aggregating to Rs. 436.75 Lakhs through public issue on 16^th Novem¬
ber, 2022. The Company has utilized the funds raised through issue for the purpose as stated in
the Letter of Offer. Details of utilization of fund as on 31^stMarch, 2024 are as under:

The unutilized amount of IPO proceeds is invested in the working capital.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regula¬
tions, 2015, there is no deviation or variation in the use of funds raised through public issue of
equity shares from the objects stated in the prospectus of the Company. A statement to that effect
has also been duly filed with the Stock Exchange within the stipulated time.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section
73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits)
Rules, 2014and therefore, there was no principal or interest outstanding as on the date of the
Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture at the beginning or any
time during the year or at the end of the financial 2023-24. Therefore, it is not required to provide
any details regarding the same.

SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings
of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) issued by
Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All contracts or arrangements or transactions with related parties during the year under review
as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of
business and on an arm's length basis. There were no material contracts/arrangement/ transac¬
tions with related parties which may have potential conflict with the interest of the Company.
Disclosure under form AOC-2 in terms of Section 134 of the Act is annexed.

As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Direc¬
tors is obtained for entering related party transactions by the Company.

During the financial year under review, all the Related party transactions are disclosed in the
notes provided in the financial statements which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

During the year under review, your Company has not made any investment, or given guarantee or
securities falling within the meaning of Section 186 of the Companies Act, 2013 and the rules
made thereunder.

However, the company has given loan to its Related Party namely M/s Ami Housing Limited (CIN:
U70200MH2003PLC139621), a body corporate during the year and the company has complied
with the necessary provisions of the act.

DEMATERIALIZATION OF EQUITY SHARES

During the year under review all the existing shares in the Physical mode were dematerialized
and the entire shareholding is in dematerialized mode.

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are tradeable compulsorily in electronic form
and your Company has established connectivity with both National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous ad¬
vantages offered by the depository system, the members of the Company have availed the facility
of dematerialization of the Company's shares on NSDL and CDSL. The ISIN allotted to the Compa¬
ny's Equity shares is INE0MTP01013.

LISTING AND DEPOSITORY FEE

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India
Limited (NSE Emerge). The Company has paid Listing fees for the financial year 2023-24 accord¬
ing to the prescribed norms & regulations.

Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer
Fee to Central Depository Services (India) Limited for the financial year 2023-24.

DIRECTORS & KEY MANAGERIAL PERSONNEL
Executive Directors

Mr. Lalit Lakhamshi Mange - Chairman & Managing Director
Mr. Kishor Laxmidas Mange - Executive Director
Mr. Mohanlal Karsandas Nanda - Executive Director

Non- Executive Directors

Mr. Jaldeep Ramniklal Shah - Independent Director
Mrs. Trupti Rajesh Gada - Independent Director
Mr. Mukesh Jethmal Kothari - Independent Director

Key Managerial Personnel

Mr. Faizan Ansari- Chief Financial Officer (CFO)

Mrs. Manali Duggal - Company Secretary & Compliance Officer
(Appointed w.e.f. 01.06.2024)

Mrs. Archana Agarwal - Company Secretary & Compliance Officer
(Resigned w.e.f. 31.05.2024)

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

There were no changes took place in the composition of the Board of Directors & Key Managerial
Personnel(s) of the Company during the Year.

However, Mrs. Archana Agarwal, has been resigned as a Company Secretary & Compliance Officer
w.e.f. 31.05.2024 and Mrs. Manali Duggal has been appointed as Company Secretary & Compli¬
ance Officer w.e.f. 01.06.2024

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Mr. Kishore Laxmidas Mange (DIN: 07434537), Executive
Director, being the longest in the office, is liable to retire by rotation and being eligible, seeks re¬
appointment at the AGM. Mr. Kishore Laxmidas Mange is not disqualified under Section 164(2) of
the Companies Act, 2013. The Board of Directors recommends his re-appointment in the best
interest of the Company.

Notice convening the AGM includes the proposal for re-appointment of aforesaid Director.

BOARD DIVERSITY

The Board of Directors of the Company has adopted a policy on Board Diversity. The Board
comprises of an adequate combination of executive, non-executive and independent directors in
accordance with the requirements of the Companies Act, SEBI Listing Regulations and other
statutory, regulatory and contractual obligations of the Company.

The Board has taken into consideration the versatility of knowledge, experience, financial literacy
/ expertise, global market awareness and other relevant factors as may be considered appropri¬
ate, and the Board has formulated with mix of members to maintain high level of ethical stand¬
ards.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

On appointment, the concerned Director is issued a Letter of appointment setting out in detail the
terms of appointment, duties, responsibilities and expected time commitments. Each newly
appointed Independent Director is taken through an induction and familiarization program
including the presentation and interactive session with the Committee Members and other
Functional Heads on the Company's finance and other important aspects. The details of Familiari¬
zation Programme arranged for Independent Directors as per policy disclosed on the website of
the Company at www.amiablelogistics.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the following declarations from all the Independent Directors confirm¬
ing that:

1. They meet the criteria of independence as prescribed under the provisions of the Compa¬
nies Act, read with the Schedules and Rules issued thereunder, and the Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Direc¬
tors of the Company; and

2. They have registered themselves with the Independent Director's Database maintained by
the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as speci¬
fied in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide
to professional conduct for Independent Directors. Adherence to these standards by Independent
Directors and fulfillment of their responsibilities in a professional and faithful manner will pro¬
mote confidence of the investment community, particularly minority shareholders, regulators and
Companies in the institution of Independent Directors.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual Directors pursuant to the provisions of Sections 134, 178 and Sched¬
ule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs
received from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, performance of specific duties, independ¬
ence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after
seeking inputs from all the directors on the effectiveness and contribution of the Independent
Directors.

The performance of the Committees was evaluated by the Board after seeking comments from the
Committee members based on the criteria such as the composition of Committees, effectiveness
of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution
of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and
the performance of the Chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The Independent Directors also assessed the quality,
frequency and timeliness off low of information between the Board and the management that is
necessary for effective performance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby con¬
firms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31,
2024, the applicable Accounting Standards had been followed and there are no departures
from the same.

ii. Accounting policies have been selected and applied consistently and judgments and
estimates made that are reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the
Company for that year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Com¬
pany and detecting fraud and other irregularities.

iv. Annual accounts for the year ended March 31, 2024 have been prepared on a going con¬
cern basis.

v. Internal Financial controls were in place and the financial controls were adequate and
were operating effectively.

vi. Systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial audi¬
tors, including the audit of internal financial controls over financial reporting by the statutory

auditors and the reviews performed by management and the relevant board committees, the
Board is of the opinion that the Company's internal financial controls were adequate and effective
during Financial Year 2023-24.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company/business policy and
strategy apart from other Board business. The Directors of the Company duly met Six times
during the year, all the Board Meetings were conducted in due compliance with the Companies
Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secre¬
tarial Standards on Board Meeting.

The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

Attendance of Directors at Board Meetings held during the Financial Year 2023-24 are:

BOARD COMMITTEES

The Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

AUDIT COMMITTEE

The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177
of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The following Directors are members of Audit Committee:

The following Meetings of the Audit Committee were held during the Financial Year 2023-24:

Maximum members of the Committee are Non-Executive Directors of the Company. The Company
Secretary of the Company acts as the Secretary to the Committee.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated
under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with
other terms as referred by the Board. The role of the audit committee includes the following:

• Oversight of the company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of
the company;

• Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

• Review and monitor the auditor's independence and performance, and effectiveness of
audit process;

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

o 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;

o changes, if any, in accounting policies and practices and reasons for the same;
o major accounting entries involving estimates based on the exercise of judgment by man¬
agement;

o significant adjustments made in the financial statements arising out of audit findings;
o compliance with listing and other legal requirements relating to financial statements;
o disclosure of any related party transactions;
o modified opinion(s) in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to
the board for approval;

• 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 uti¬
lized for purposes other than those stated in the draft prospectus/notice and the report sub¬
mitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the board to take up steps in this matter;

• Reviewing and monitoring the auditor's independence and performance, and effectiveness
of audit process;

• Approval or any subsequent modification of transactions of the company with related
parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing, with the management, performance of statutory and internal auditors, adequa¬
cy of the internal control systems;

• Reviewing the adequacy of the internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department, re¬
porting structure, coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up thereon;

• 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 mate¬
rial nature and reporting the matter to the board;

• 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;

• To look into the reasons for substantial defaults in the payment to the depositors, deben¬
ture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the whistle blower mechanism;

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

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

• Monitoring the end use of funds raised through public offers and related matters.

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

The Audit Committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee),
submitted by management;

• Management letters/letters of internal control weaknesses issued by the statutory audi¬
tors;

• Internal audit reports relating to internal control weaknesses;

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

• Statement of deviations: (a) half-yearly statement of deviation(s) including the 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 draft pro-
spectus/notice in terms of Regulation 32(7).

NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted the Nomination and Remuneration Committee pursuant to the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are mem¬
bers of Nomination and Remuneration Committee:

Meetings of the Nomination and Remuneration Committee were not held during the Financial
Year 2023-24:

Maximum members of the Committee are Non-Executive Directors of the Company. The Company
Secretary of the Company acts as the Secretary to the Committee.

The terms of reference of the Nomination & Remuneration Committee are:

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

• Formulation of criteria for evaluation of the performance of independent directors and the
board of directors;

• Devising a policy on diversity the of the board of directors;

• 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.

• To extend or continue the term of appointment of the independent director based on the report
of performance evaluation of independent directors.

• To recommend to the Board all remuneration, in whatever form, payable to senior management.
STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted the Stakeholders Relationship Committee pursuant to the
provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are mem¬
bers of Stakeholders Relationship Committee:

No Meetings of the Stakeholders Relationship Committee were held during the Financial Year

2023-24:

Maximum members of the Committee are Non-Executive Directors of the Company. The Company
Secretary of the Company acts as the Secretary to the Committee.

The terms of reference of the Stakeholders Relationship Committee are:

• 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 de¬
clared dividends, issue of new/duplicate certificates, general meetings etc;

• Review of measures taken for effective exercise of voting rights by shareholders;

• 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;

• 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; and

• To carry out any other function as prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

No Complaint was received as well as pending during the financial year 2023-24.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the Independent
Directors of the Company was held on Thursday, 9^th November, 2023 to;

(i) Review the performance of non-independent Directors and the Board as a whole;

(ii) Review the performance of the Chairperson of the company taking into account the views
of executive Directors and Non-executive Directors;

(iii) Assess 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 their duties.

GENERAL MEETING

An Extra-Ordinary General Meeting of the Company was held on 25^th May, 2023 for the purpose
of appointment of Statutory Auditors of the Company to fill the casual vacancy arised due to
resignation of the existing Statutory Auditors of the Company. Complete details regarding the
filling of casual vacancy is given in the subsequent paragraph.

An Extra-Ordinary General Meeting of the Company was also held on 15^th March, 2024 for the
purpose of the approval of the Related Party Transaction u/s 188 of the Companies Act 2013 and
for fixation of limit in respect of loans, give guarantee or provide any security to the directors and
to any person in whom any of the Directors of the Company is interested under section 185 of the
Companies Act 2013.

M/s. P. V. Jain & Co., Chartered Accountants were appointed as statutory Auditors of the Company
by the members at their Annual General Meeting held on 30^th November, 2021, for a term of 5
years for the Financial years 2021-22 to 2025-26 for conducting audit in terms of section 139 and
141 of the Companies Act, 2013, and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

However, the Company had listed its equity shares with the National Stock Exchange in Novem¬
ber, 2022. As per Regulation 33 (1) (d) of the SEBI (Listing Obligations and Disclosure Require¬
ments), 2015, the limited review/ audit report submitted to the Stock Exchange shall be given
only by an auditor who has subjected himself /herself to the peer review process of Institute of
Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.

Therefore M/s. P. V. Jain & Co., Chartered Accountants , resigned as Statutory Auditor of the
company and then Board of Directors of the Company then recommended the appointment of
M/s. AHJ & Associates, Chartered Accountants (Firm Registration No. 151685W), a peer reviewed
firm, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation
of M/s P. V. Jain & Co. Accordingly, M/s. AHJ & Associates was appointed as the Statutory Auditors
of the Company after shareholders’ approval vide their Extra-Ordinary General Meeting held on
25^th May, 2023, till the conclusion of the 21^st AGM of the Company.

Subject to the approval of the members of the Company, the members of Audit Committee and
Board of Directors have considered and recommended the appointment of M/s. AHJ & Associates,
Chartered Accountants, (Firm Registration No. 151685W), as the Statutory auditor of the Compa¬
ny, to hold office till the conclusion of 26^thAnnual General Meeting of the Company to be held in
the year 2028.

AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors’ Report on the Financial Statements of the
Company. The notes forming part of the Financial Statements referred to in the Auditors Report
are self-explanatory and do not call for any further explanations under Section 134 of the Compa¬
nies Act, 2013. The Report given by the Auditor on the financial statement of the Company is part
of this Annual Report and it does not contain any qualification, reservation, adverse remark or
disclaimer.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Ap¬
pointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s
K C Suthar & Co., Company Secretaries, Mumbai, a peer reviewed firm (holding Certificate of
Practice bearing No. 4075), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31^stMarch, 2024 is annexed herewith
marked as “Annexure - A” in 'Form No. MR-3’ and forms an integral part of this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark which
needs any explanation or comments of the Board.

The company has appointed Mr. Vrutant Shah, (B.E. in Electronics and Telecommunications) as an
Internal Auditor of the company for the FY 2023-24 to conduct internal audit function an audit of
the company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal control meant to ensure proper accounting
controls, monitoring cost cutting measures, efficiency of operation and protecting assets from
their unauthorized use. The Company also ensures that internal controls are operating effectively.
The Company has also in place adequate internal financial controls with reference to financial
statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its
operations to ensure proper recording of financial and operational information & compliance of
various internal controls, statutory compliances and other regulatory compliances. It is supported
by the internal audit process and will be enlarged to be adequate with the growth in the business
activity. During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Companies Act, 2013 and Rules framed thereunder related to
maintenance of cost records is not applicable to the Company being in the service industry.

RISK MANAGEMENT AND GOVERNANCE

The Company has clearly defined systems to manage its risks within acceptable limits by using
risk mitigating techniques and have framed a mechanism for timely addressing key business
challenges and leveraging of business opportunities.

A robust internal financial control system forms the backbone of our risk management and
governance. In line with our commitment to provide sustainable returns to our stakeholders,
risks identified by the business and functions are systematically addressed through mitigating
actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the criteria as laid down in Section 135 of the Companies Act, 2013
and hence the provisions relating to Corporate Social Responsibility are not applicable to the
Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under
Regulation34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented in a separate section forming part of this Annual Report as “Annexure - B”.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN¬
ING AND OUTGO:

The information on conversation of energy, technology absorption and foreign exchange earnings
and outgo as stipulated under Section134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 during the year are as stated below:

A. Conservation of energy

i. The steps taken or impact on conservation of energy:

a. Replacement of conventional light fittings with LED lights.

b. Shutting off the lights and systems when not in use.

c. Minimizing the usage of papers.

ii. Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

iii. The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipment.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

i. Foreign Exchange Earnings: NIL

ii. Foreign Exchange Outgo: NIL

iii. Advance to Supplier: NIL

CORPORATE GOVERNANCE

The Company understands and respects its fiduciary role and responsibility towards its stake¬
holders 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 and by virtue
of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015

(“LODR”) the compliance with the corporate governance provisions 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
are not applicable to the Company. Hence, the Corporate Governance Report does not form part of
this Annual Report. A non-applicability certificate to that effect has been duly submitted to the
National Stock Exchange of India.

ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy of Annual
Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013
read with Rule 11 of the Companies (Management and administration) Rules, 2014 is placed on
website of the Company at www.amiablelogistics.com

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of
Section177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules,2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015. The policy provides for a framework and process whereby concern
scan be raised by its Employees and Directors to the management about unethical behaviour,
actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements,
incorrect or misrepresentation of any financial statements. The policy provides for adequate
safeguards against victimization of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy is available on the Company's website at
www.amiablelogistics.com

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,
the Company has formulated the Nomination and Remuneration Policy for Directors, Key Mana¬
gerial Personnel and Employees of the Company in order to pay equitable remuneration to
Directors, KMP's and other Employees of the Company and it includes the criteria for determining
qualifications, positive attributes, independence of a Director.

The Company's remuneration policy is directed towards rewarding performance based on review
of achievements periodically. The remuneration policy is in consonance with the existing industry
practice. The Remuneration policy is available on the Company's website at
www.amiablelogistics.com

POLICY ON PRESERVATION AND ARCHIVAL OF DOCUMENTS

Your Company has formulated a policy on Preservation and Archival of Documents in accordance
with Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Policy ensures that the Company complies with the applicable document retention
laws, preservation of various statutory documents and also lays down minimum retention period

for the documents and records in respect of which no retention period has been specified by any
law/ rule/regulation. It provides for the authority under which the disposal/destruction of
documents and records after their minimum retention period can be carried out. The policy also
deals with the retention and archival of corporate records of the Company. The policy provides
guidelines for archiving of corporate records and documents as statutorily required by the
Company.

The policy on Preservation and Archival of Documents is available on the Company's website at
www.amiablelogistics.com

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regula¬
tions, 2015, the Policy for Determination of Materiality of Events has been adopted by the Board
to determine the events and information which are material in nature and are required to be
disclosed to the concerned Stock Exchanges.

The policy for determination of Materiality of Events is available on the Company's website at
www.amiablelogistics.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the SEBI (Prohibition
of Insider Trading) Regulations, 2015, which lays down the process of trading insecurities of the
Company by the employees, designated persons and connected persons and to regulate, monitor
and report trading by such employees and connected persons of the Company either on his/her
own behalf or on behalf of any other person, on the basis of unpublished price sensitive infor¬
mation.

The Code of conduct for Prevention of Insider Trading is available on the Company's website at
www.amiablelogistics.com

CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015, Company
has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Infor¬
mation, with a view to lay down practices and procedures for fair disclosure of unpublished

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Infor¬
mation is available on the Company's website at www.amiablelogistics.com

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) ACT, 2013

Your Company has always provided a safe and harassment free workplace for every individual
especially for women in its premises through various policies and practices. Your Company has
been actively involved in ensuring that the clients and all the employees are aware of the provi-

sions of the POSH Act and rights thereunder. There was no complaint received by the Company
during the financial year 2023-24 under the aforesaid Act.

SYSTEM DRIVEN DISCLOSURE

SEBI, vide circular dated 1^st December, 2015 had introduced System Driven Disclosures in securi¬
ties market detailing the procedure to be adopted for its implementation with effect from 1^st
January, 2016. As specified in SEBI circular dated 1^st December, 2015 the system is being imple¬
mented in phases and in the first phase, the disclosures of promoter/promoter group under SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of
Insider Trading) Regulations, 2015 have been implemented.

The Company has duly appointed National Securities Depository Limited (NSDL) as Designated
Depository to maintain the details as required by SEBI.

STRUCTURED DIGITAL DATABASE

SEBI, vide the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, introduced
the concept of Structured Digital Database which came into effect from 1^st April, 2019. As per
Regulation 3(5) of SEBI (PIT) Regulations, 2015, the Board of Directors or head(s) of the organi¬
sation of every person required to handle unpublished price sensitive information (UPSI) is
required to maintain Structured Digital Database.

As per Regulation 3(2A) of the PIT Regulations, 2015, an intermediary/ fiduciary /other entity
shall maintain a separate Structured Digital Database internally, for recording details of:

• The UPSI shared and persons with whom such UPSI is shared;

• The UPSI shared and the persons who have shared such UPSI with the intermediary/
fiduciary / entity.

The Company has duly approached Orion Legal Supplies for the said maintenance of Structured
Digital Database.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure - E" to this Report.
GENERAL NOTICE AND DISCLOSURES

Date, Time and Venue of the AGM Friday, 27^th September, 2024 at 02:00 PM

(IST) through Video Conferencing / Other
Audio-Visual Means

Registrar & Share Transfer Agent Bigshare Services Private Limited

Financial Year 2023-24

Date of Book Closure 24th September, 2024 to 27th September,

2024 (both days inclusive)

Listing on Stock Exchange National Stock Exchange of India Limited -

SME Platform

Symbol AMIABLE

ISIN INE0MTP01013

HUMAN RESOURCE DEVELOPMENT

The demands in the logistics industry are intense, especially when it comes to hiring skilled
workers. The management is making all possible efforts to develop hiring practices that drive
results, which in turn, will enable the Company to remain competitive in today's growing market.

Before the pandemic hit, employers in the logistics industry were struggling to find skilled work¬
ers. Once COVID-19 hit, not only did the demand for shipping goods significantly increase but the
talent pool of skilled, as well as non-skilled, workers shrunk. As the economy begins to stabilize,
employers are still finding it difficult to attract skilled workers.

A continuous effort is being made by the management to make the Company a great place of work
by providing a platform to employees where they feel empowered and engaged. At Amiable, we
always strive for continuous improvement and believe in our strong foundation which gets
reflected in our values and systems.

REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instanc¬
es of the fraud committed by the Company, its officers and employees, the details of which would
need to be mentioned in the Board Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNAL

During the financial year 2023-24, there were no significant or material orders passed by the
Regulators or Courts or Tribunals which affect the going concern status of the Company and its
operations in future.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement
to disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year is not applicable.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The
Company's policy required to conduct operations in such a manner, to ensure safety of all con¬
cerned compliances, environmental regulations and preservation of natural resources.

GREEN INITIATIVE

Electronic copies of the Annual Report 2023-24 and the Notice of 22^nd AGM are sent to all mem¬
bers whose email addresses are registered with the Company/depository participants(s). We
strongly promote the purpose and intention behind Green Initiative, and accordingly the required
processes and efforts have been made to encourage the shareholders to get their email addresses
registered, so that Annual Reports, Notices and all other concerned correspondences/ infor¬
mation can be received by them.

APPRECIATION & ACKNOWLEDGEMENT

Your directors wish to place on record their gratitude to Shareholders for the confidence reposed
by them and thank all the Clients, Dealers, and other business associates, regulatory and Govern¬
ment authorities for their continued support and contribution to the Company's growth. The
Directors also wish to express here appreciation for the efficient and loyal services rendered by
each employee, without whose whole-hearted efforts, the overall satisfactory performance would
not have been possible. Your Board appreciates the precious support provided by the Auditors,
Lawyers and Consultants. The Company will make every effort to meet the aspirations of its
Shareholders.

For and on behalf of

Amiable Logistics (India) Limited

Sd/-

Lalit Lakhamshi Mange
Chairman Cum Managing Director
DIN: 00141353
Date: 31.08.2024
Place: Mumbai