The Board of Directors of your Company is pleased to present their 18^th Annual Report on the working of the
Company for the year ended 31^st March, 2025 together with the Audited Accounts of the Company.

1. FINANCIAL PERFORMANCE SUMMARY

The Company's financial performance, for the year ended 31^st March, 2025 is summarized below:

At the end of the Financial Year 2024-25 Company standalone net profit after tax was Rs. 11, 84,66,873.25 (Eleven
Crore Eighty Four Lakhs Sixty Six Thousands Eight Hundred Seventy Three) which is around 1.30 times of
Previous Year i.e 2023-24 standalone net profit after tax of the Company i.e Rs. 9,09,79,496.07 (Nine Crore Nine
Lakhs Seventy Nine Thousands Four Hundred Ninety Six). During the Current Financial Year Company also
prepare it's Consolidate Financial and the consolidate net profit after tax was Rs. 11,84,58,269.34 (Eleven Crore
Eighty Four Lakhs Fifty Eight Thousands Two Hundred Sixty Nine Only).

2. STATE OF COMPANY'S AFFAIRS

During the Year the Company engaged in carry on in India and abroad the business of marketing and trading of
all varieties of goods, products, rendering services through E-Commerce, internet advertising, mobile internet,
online content and off line conventional business through all means.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, forms part of
this Annual Report.

4. DIVIDEND

In order to strengthen the financial position of the Company, your directors have decided not to recommend any
dividend.

5. TRANSFER TO RESERVES& SURPLUS

The surplus amount in the Profit & Loss account is transferred to the Reserves & Surplus under the sub-head
"Surplus."

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were
no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2025 was Rs.1853.00 Lakhs. During the year under review the
company has not issued any shares or any convertible instruments.

Net Worth

The Company's standalone net worth as on 31 March 2025 was Rs. 6037.1 Lacs as compared to Rs. 4852.43 Lacs as
on 31 March 2024. The Company's consolidated net worth as on 31 March 2025 was Rs. 6043.56 Lacs as compared
to Rs. 4858.98 Lacs as on 31 March 2024.

8. CHANGE IN THE NATURE OF BUSINESS

The Company continues to provide integrated logistics services to its customers and hence, there was no change
in the nature of business or operations of the Company, which materially impacted the financial position of the
Company during the year under review.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis Report is appended to this report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Our Company Board of Directors, in due regards of this, expand the Company Board as well change in designation
of the present Director with newly appointment of KMP'Sin the Company Board.

Appointment of Directors during the period year as follows:

Mr. Rajendra Prasad Mahipal as Independent Director w.e.f 12.07.2024

Mr. Atul Garg as Additional Director w.e.f 29.03.2025

Mr. Ram Gopal Choudhary suddenly got expired on 23.02.2025.

At the time of signing of this Director report the Board of your company comprises of following Directors and
KMPs-

RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mrs.
Sunira Chamaria, Director of the Company, being longest in the office, are liable to retire by rotation respectively
at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment for approval by
the members.

The Board of Directors recommends their appointment for the consideration of the members of the Company at
the ensuing Annual General Meeting.

11. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.
In accordance with Section 149(7) of the Act, each independent director has given a written declaration to the
Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the
Companies Act, 2013 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

12. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTOR(S)

The Company has received declarations from each of the independent directors of the Company confirming that
he/she meets the criteria of independent in terms of the provisions of Section 149 (6) of the Companies Act 2013
and SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015.

13. INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on 21^st March, 2025 inter alia, to discuss:

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

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive
and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

14. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism
for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of
the Code of Conduct. It also provides for adequate safeguards against victimization of directors / employees who
avail of the Mechanism.

15. PARTICULARS OF EMPLOYEES. DIRECTORS AND KEY MANAGERIAL PERSON

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the necessary disclosures have been annexed as 'Annexure -
B' to the Directors' Report.

16. SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER

Pursuant to the Extra-Ordinary General Meeting (EGM) dated 20.08.2024, the Company shifted its Registered
office from 19, Community Centre, First and Second Floor, East of Kailash, New Delhi-110065, ROC (Delhi) to 11,
2nd Floor, Guru Har Rai Complex, Opp Shiv Mandir, Near Manju Cinema, Millerganj, Ludhiana-141003, Punjab,
ROC (Chandigarh).

17 LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to National Stock Exchange
of India Ltd. where the Company's Shares are listed.

18. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year 10 meetings of Board of Directors of the Company were held as under:

1. 30^th May,2024

2. 12^th July,2024

3. 24^th July,2024

4. 03^rd September,2024

5. 23^rd September, 2024

6. 17^th October, 2024

7. 08^th November, 2024

8. 21^st December, 2024

9. 25^th February, 2025

10. 29^th March, 2025

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements),
Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and
Compliance Committees. The manner in which the evaluation has been carried out has been explained in the
Corporate Governance Report.

20. APPOINTMENT OF STATUTORY AUDITORS

The Auditors M/s K.N. Gutgutia& Co., Chartered Accountants, (Firm Registration No. 304153E), was re- appointed
as Statutory Auditors of the Company at the 15^th Annual General Meeting held on 30^th September,2022 until the
conclusion of the 20^th Annual General Meeting of the Company to be held in the calendar year 2027.

21. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION OR ADVERSE REMARK
BY AUDITOR'S IN AUDIT REPORT.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report
are self-explanatory and do not call for any further comments.

22. DETAILS OF FRAUD REPORTED BY AUDITOR

The Statutory Auditors have not reported anyinstances of frauds committed in the Company by its Officers or
Employees to the Board of Directors under section 143(12)of the Companies Act, 2013 and therefore no detail is
required to be disclosed under the Companies Act 2013.

23. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s Pankaj Nigam & Associates, Practicing
Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure V to this report.

24. INTERNAL AUDIT & CONTROLS

The Company has appointed M/s ASRJ & Associates, (Firm Reg. No. 021751C), Chartered Accountants as its
Internal Auditors. During the year, the Company implemented their suggestions and recommendations to
improve the control environment. Their scope of work includes review of processes for safeguarding the assets of
the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal
control strengths in all areas

INTERNAL FINANCIAL CONTROL: The Company has in place adequate internal financial controls with
reference to financial statements. During the financial year, such controls were tested and no reportable material
weakness in the design or operation was observed.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has given loans and also given guarantee as co-borrower during the year under review covered
under the provisions of section 186 of the Companies Act, 2013.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Disclosures for the related party transactions as per the Section 188 Companies Act, 2013 and relevant provisions
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended
March 31, 2025 isn't required, being no material related party transactions. Suitable disclosure as required by the
Indian Accounting Standards has been made in the notes to the Financial Statements.

Related party transactions that are entered during the financial year were in the ordinary course of Business
and on an arm's length basis. The Company had not entered into any contract/ arrangement/ transactions with
related parties which could be considered material. Hence, no particulars are required to be mentioned in Form
AOC-2 (Annexure- IV) to the Directors' Report pursuant to section 134 (3)(h) of the Companies act, 2013 read with
rule 8(2) of theCompanies (Accounts) Rules, 2014.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY.

There are no material changes and commitments during the period under review, affecting the financial position
of the Company.

28. DEPOSITS

The Company has not accepted any deposit from public and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of the balance sheet.

29. INSURANCE

The properties and assets of your Company are adequately insured.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY

Your Company has been an early adopter of CorporateSocial Responsibility ("CSR") initiatives. Along with
asustainable development growth, environmental protection, the contribution to the society is also a key factor
for holisticbusiness growth. Your Company has been responsiblymanaging not only its business performance but
also itsenvironmental and social impact.

Sustainability - Accountability- Transparency

FY 2024-25 UPDATE ON CSR PROGRAMME

The Board of Directors has adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy
ofyour Company lays down the philosophy and approach of your Company towards its CSR commitment. The

policy can be accessed at the website of the Company www.kaushalya

During the financial year 2024-25, Company earned Profit before tax Rs. 160,459,269/- (Rupees Sixteen Crore Pour
Lakhs Lifty NineThousands Two Hundred Sixty Nineonly)onrecommendation oftheBoard of Directors of the
Company, the Board members approved the CSR Budget amounting of Rs. 17,89,216/- (Rupees Seventeen Lakhs
Eighty NineThousands Two Hundred Sixteen Only)which amounts to 2% of the average net profits of previous
3 (Three) financial years, come after made adjustment according to the Section 198 of the Companies Act, 2013.

Further as the amount need to spent on CSR is not exceeded the prescribed limit under sub-section (9) i.e. INR
fifty lakh rupees, board of Director(s) will themselves discharge the function as mentioned in Section 135 and the
Companies (Corporate Social Responsibility) Rules, 2014 instead of constitute a separate committee.

The Company has made provision of Rs. 17,89,216 /- Lacs during the Financial Year 2024-25 in respect of CSR
expenditure, the Company has intends to spends the CSR amount of FY 2024-25 towards Prime Minister Cares
Funds on or before 30.9.2025

31. AUDIT COMMITTEE

Your Company has in accordance with the Section 177 of the Companies Act, 2013 constituted the Audit Committee
comprising of 3 directors.

The Composition of Audit Committee for the financial year 2024-25 is as follows:

During the Financial year under review, Four Audit Committee meetings were held.

* During the period under review, Mr. Rajendra Prasad Mahipal, has been appointed as Independent Director and
the Member of Audit Committee w.e.f 12th July, 2024.

During the year under review Mr. Atul Garg has been appointed as Additional Director (Non-Executive) and
member of Audit Committee w.e.f 29^thMarch 2025.

32. NOMINATION AND REMUNERATION COMMITTEE

Your Company has in accordance with the Section 178 of the Companies Act, 2013 constituted the Company's
Nomination and Remuneration Committee comprising of 3 directors.

The Composition of Nomination and Remuneration Committee for the financial year 2024-25 is as follows:

During the Financial year under review, One Nomination & Remuneration Committee meeting was held.

* During the period under review, Mr. Rajendra Prasad Mahipal, appointed as the Chairman of Nomination And
Remuneration Committee w.e.f 12^th July,2024.

During the year under review Mr. Atul Garg has been appointed as Additional Director (Non-Executive) and
member of Nomination And Remuneration Committee w.e.f 29^th March 2025.

33. STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has in accordance with the Section 178 of the Companies Act, 2013 constituted the Stakeholder's
Relationship Committee comprising of 3 directors.

The Composition of Stakeholder's Relationship Committee for the financial year 2024-25 is as follows:

During the Financial year under review, One Stakeholders Relationship Committee meeting was held.

During the year under review Mr. Rajendra Prasad Mahipal has been appointed as Independent Director and
member of Stakeholder Relationship Committee w.e.f 12^th July,2024.

During the year under review Mr. Ram Gopal Choudhary suddenly got expired on 23.2.2025 in place of him, Mr.
Atul Garg has been appointed as Additional Director (Non-Executive) and Chairman of Stakeholder Relationship
Committee w.e.f 29^th March 2025.

34. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY

The Company has one Associate Company M/s Uddhav Properties Limited, Listed on Metropolitan Stock
Exchange of India Limited (MSEI).

The statement containing the salient features of the financial statements of Associate company under the first
proviso to sub-section (3) of Section 129 is attached as Annexure-III in AOC-1 and forms part of this Annual
Report.

35. ANNUAL RETURN& EXTRACT OF ANNUAL RETURN

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the
Company in Form MGT-7 is uploaded on website of the Company and can be accessed at www.kaushalya.co.in.
The details forming part of the extract of the Annual Return in form MGT- 9 as required under Section 92 of the
Companies Act, 2013.

36. DETAILS OF SIGNIFICANT ORDERS PASSED BY REGULATORS

No significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the
going concern status and company's operations in future.

37. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OFREMUNERATION
AND DISCHARGING OF THEIR DUTIES:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.

38. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
"POSH" IPREVENTION.PROHIBITION AND REDRESSAL! ACT.2023

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions
of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act
and the rules framed thereunder. Further details are as follow:

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed
herewith as “Annexure-1" and forms integral part of this report.

40. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company's internal control systems are commensurate with the nature of its business and the size and
complexity of its operations. These are regularly tested and certified by Statutory and cover all offices, factories
and other key business areas of operations. Any significant audit observations and follow up actions thereon are
reported to the Board of Directors on a quarterly basis. The Board of Directors reviews important issues raised
by the Statutory Auditors and deliberates on the remediation measures. Further, the adequacy and effectiveness
of the Company's internal controls is also reviewed by the Board of Directors along with monitoring of the
implementation of audit recommendations, including those relating to strengthening of the Company's risk
management policies and systems.

41. ADHERENCE TO SECRETARIAL STANDARDS ISSUED BY INSTITUTE OF COMPANY SECRETARIES
OF INDIA

Your Directors state that applicable Secretarial Standards, i.e. Secretarial Standard-1 on Meetings of the Board of
Directors and Secretarial Standard-2 on General Meetings of Shareholders issued by the Institute of Company
Secretaries of India have been duly followed by the Company.

42. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES &
INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent
Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after
due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate
expertise drawn from diverse industries and business and bring specific competencies relevant to the Company's
business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The
Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a
whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

43. PARTICULARS OF INFORMATION UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

The provision of section 134 read with Rule 8(xi) of the Companies (Accounts) Rules 2014, is not applicable.

44. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub section
(1) of Section 148 of Companies Act, 2013. Hence, such accounts are not made and maintained by the Company.

45. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT
POLICY OF THE COMPANY

The Board of directors has framed a meticulous risk management policy for the Company and the policy includes
identification of types of risks, its assessment, handling, monitoring and reporting. The Company has adopted
adequate measures concerning the development and implementation of a risk management policy after identifying
the particular elements of risks which in the opinion of the Board may threaten the very existence of the Company
itself. The same is reviewed on a regular basis.

46. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013 with respect to Directors'
Responsibility Statement, the Board of Directors of the Company hereby state and confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

(b) 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 the year under review;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis.

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

(1) 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.

47. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all
employees. The Code has been posted on the Company's website www.kaushalya.co.in.

48. PREVENTION OF INSIDER TRADING

The Company has in place a Code of Conduct for Prevention of Insider Trading and a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition
of Insider Trading) Regulations, 2015.

The Code of Conduct for Prevention of Insider Trading lays down guidelines advising the management, staff and
other connected persons, on procedures to be followed and disclosures to be made by them while dealing with
the shares of Kaushalya Logistics Limited, and cautioning them of the consequences of violations. The Company
Secretary has been appointed as the Compliance Officer.

49. DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions,
and hence 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 is
not applicable.

50. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.

51. OTHER DISCLOSURES

(i) The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

(ii) Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance
provisions as specified in regulations 17,17A, 18,19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company.

(iii) Corporate Governance:

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not
applicable to the company

52. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/
associates, financial institutions and Central and State Governments for their consistent support and encouragement
to the Company.

Your Directors convey their sincere appreciation to all employees of the Company for their hard work and
commitment. Their dedication and competence have ensured that the Company continues to be a significant and
leading player in the logistics industry.

The Board wishes to thank all the members, business associates, shareholders for their immense trust and backing
to the Company.

For Kaushalya Logistics Limited
(Formerly Kaushalya Logistics Private Limited)

(Uddhav Poddar) (Atul Garg)

Managing Director Director

Din: 00886181 Din: 06696759

Place:NewDelhi Add:E-504,GreaterKailash, Add:A666,SaritaVihar,

Date: 02.09.2025 Part-II, South Delhi 110048 South Delhi, Delhi-110076