Ritco Logistics Ltd

To,

The Members,

Your directors have pleasure in presenting their 23^nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024. During the year, the Company issued 300,000 convertible share warrants to the existing promoters. This issuance reflects the continued commitment and confidence of the promoters in the future prospects and growth of the Company.

1. Financial highlights

The financial performance of your Company: Rupees in [Lakhs]

2. State of Company's affairs and future outlook

In the Financial Year 2024 your company Revenue from Operations increased by 24.25% at Rs. 93,330.25 Lacs (previous year Rs. 75,114.62 Lacs).

While the PBITDA (Profit before Interest, Tax, Depreciation/ Amortization) increased by 44.65% at Rs. 8,037.01 Lacs (previous year Rs. 5,556.06Lacs).

After accounting for all expenses including depreciation, exceptional items and Tax, the company earned a Profit After Tax increased by 51.81% at Rs. 2,471.14 Lacs (Previous year Rs. 1,627.78 Lacs).

Your Company is committed to its tradition of being growth-oriented while being cost effective making it competitive in market, by responding faster to the changing requirements of the market also by expanding its customers and by further strengthening its already strong presence in the industry.

3. Change(s) in the nature of business, if any

There is no change in nature of business of the Company during the Financial Year 202324. Your Company continues to be one of the leading Logistics service providers in the country.

4. Dividend

The Directors are not recommending any dividend looking at the current scenario of the economy and future growth prospects of the company and industry in the coming years the Directors feel the need to reinvest in the company.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund

Since there was no unpaid/ unclaimed Dividend in the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. Transfer to Reserves

The Company is not proposing to transfer any amount to the General Reserve for the financial year 2023-24. All the profit of the Company shall carry forward to credit balance of Profit and Loss account of the Company.

7. Changes in Share Capital Authorized Capital

During the FY 2023-24 the Authorized share capital has been increased from Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs. 10/- each to Rs. 26,00,00,000/- divided into 2,60,00,000 Equity Shares of Rs. 10/- each with the approval of shareholders in the EGM held on 26^th October, 2023.

*Further, The Authorized share capital has been increased from Rs. 26,00,00,000/- divided into 2,60,00,000 Equity Shares of Rs. 10/- each to Rs. 30,00,00,000/- divided into 3,00,00,000 Equity Shares of Rs. 10/- each with the approval of shareholders in the EGM held on 20^th July, 2024.

Issued, Subscribed & Paid-Up Capital

The Paid-Up Capital of the Company is Rs. 24,47,66,180/- divided into 2,44,76,618 Equity Shares of Rs. 10/- each as on 31^st March, 2024.

*However, the company has allotted 38,46,139 (Thirty-Eight Lacs Forty-Six Thousand One Hundred Thirty-Nine) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) under Preferential issue on 25^th July, 2024 and the present Paid-Up Capital of the Company is Rs. 28,32,27,570/- divided into 2,83,22,757 Equity Shares of Rs. 10/- each.

Further, The Company has issued 3,00,000 convertible warrants on preferential basis to the promoters of the company which is lock in for a period of 18 months from the date of the allotment with the approval of the shareholders of the company in the EGM held on 26^th October, 2023.

8. Details pertaining to shares in suspense account

None of the shares of the Company are in DEMAT Suspense Account or Unclaimed suspense Accounts thus the point is not applicable.

9. Details under Section 67 (3) of Act, 2013 in respect of any scheme of provision of money for purchase of own shares by employees or by trustees for the benefit of employees

In the Financial Year 2023-24 the Shareholders of the Company in their meeting held on 26^th October, 2023 had approved the "Employee Stock Option Plan- Pragati Ki Aur - II" Scheme in addition to the previously approved scheme "Employee Stock Option Plan- Pragati Ki Aur" to grant share-based benefits to eligible employees to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company.

In line with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, a statement giving complete details is available on the website of the Company www.ritcologistics.com

10. Details relating to material variations

The purpose of the public issue held by company was to utilize the proceeds of issue for the Warehouse development, Technology upgradation, Fleet Centre upgradation, the Working Capital requirements and general corporate purposes.

The Directors declare that the proceeds had been utilised as per the said purposes in the prospectus of the Company and no material variations has been done with the issue proceeds.

11. Directors and Key Managerial Personnel

Details of Directors or key managerial Personnel as on 31/03/2024

Pursuant to Section 152 of the Companies Act, 2013, Ms. Roma Wadhwa (DIN-08295808), Director of the company retires by rotation and being eligible, offers herself for reappointment. A resolution seeking shareholders' approval for her re-appointment along with other required details forms part of the Notice.

Changes during the Year

During the period under review, there are some changes took place in the Board of the Company as mentioned below:

Mr. Vikram Suri term as an independent director was expired on 23^rd December, 2023 and the shareholders had re-appointed him as an Independent Director on the Board of the Company, for a second term of five consecutive years commencing from 24^th December, 2023 till 23^rd December, 2028.

CA Ranu Jain had tendered his resignation with effect from 10^th August 2023 due to his preoccupation with other assignments and Mr. Aditya Kumar Verma Jain had tendered his resignation with effect from close of business hours 20th September, 2023, due to pre occupation in other assignments.

Mr. Saurabh Ajmera was appointed as Additional Director (Independent and NonExecutive Director) of the company w.e.f. 22^nd May, 2023 in the Board Meeting held on 22^nd May, 2023 and was regularized by the shareholders in the Annual general meeting held on 27^th September, 2023.

Ms. Sweta Jayant Jain was appointed as Additional Director (Independent and NonExecutive Director) of the company w.e.f. 27^th September, 2023 in the Board Meeting held on 27^th September, 2023 and was regularized by the Shareholders in the Extra Ordinary General Meeting held on 28 ^th October, 2023

Mr. Sanjeev Kumar Elwadhi term as MD expired on 22^nd May 2023 and Mr. Man Mohan Pal Singh Chadha term as WTD expired on 5^th March 2024.

12. Declaration by Independent Director

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

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

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

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

In the Opinion of the Board there has been no change in the circumstances affecting their status as Independent Directors.

13. Familiarisation Programme for Independent Directors

Disclosure pertaining to familiarisation programme for Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report.

14. Separate Meeting of Independent Directors

Schedule IV of the Act, Listing Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors Meeting was held on March 26, 2024. The Independent Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and with the Chairperson, and rest of the Board.

15. Number of meetings of Board of Directors

The Board of Directors met Eight (8) times during the financial year 2023-24. The provisions of Section 173 of the Companies Act, 2013 and Secretarial Standard - 1 issued by the Institute of Company Secretaries of India (ICSI) were adhered to while considering the periodicity and time gap between two meetings.

The details of the meetings of the Board are furnished below:

16. Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

Pursuant to Sections (3)(p) and 178(2) of the Act and Regulations 17 and 19 of the Listing Regulations and Nomination and Remuneration Policy of the Company, Nomination and Remuneration Committee of the Board of Directors have carried out annual performance evaluation of Board, the Directors individually as well as the evaluation of the working of its Committees.

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. The Companies Act, 2013 not only mandates Board, its Committees and Directors evaluation, but also at the same time requires the evaluation to be formal, regular and transparent.

The Nomination and Remuneration Committee of the Board evaluated the performance of individual Director(s) on the Board excluding the Director being evaluated, the Board as a whole, Chairperson of the Board and all of its committees based on the evaluation criteria of the Company defined under Nomination and Remuneration Policy.

It was further acknowledged that every individual Member and Committee of the Board contribute their best in the overall growth of the organization.

17. Managerial Remuneration

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Please note that median is calculated for the employee who stayed with Company for the whole current financial year 2023-24 and the whole previous financial year 2022-23.

a. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

b. the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

NA

c. the percentage increase/(decrease) in the median remuneration of employees in the financial year: The Median remuneration of the employees remained the same as of last year thus no increase or decrease in the same

d. the number of permanent employees (Other than Director and KMPs) on the rolls of company: 987

e. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NA

f. remuneration is as per the remuneration policy of the Company.

g. The Board's report shall include a statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee who-

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees; NA

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month; NA

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. NA

h. Number of shares and any other securities held by non-executive directors. (Clause 2(f) to Para C of Schedule V of Listing Regulations.): 500 Shares held by Ms. Roma Wadhwa.

Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided. (Clause 2(j) to Para C of Schedule V of Listing Regulations.):

- CA Ranu Jain has tendered his resignation with effect from 10^th August 2023 due to his preoccupation with other assignments.

- Mr. Aditya Kumar Verma Jain has tendered his resignation with effect from close of business hours 20th September, 2023, due to pre occupation in other assignments.

18. Details of Subsidiary, joint ventures, Associate company.

The company has one subsidiary as per detail mentioned below:

Accordingly, as at the end of the Financial Year and also as on the date of this Report, the Company have one subsidiary Company as mentioned in the above table. However, the Company is not a part of any Joint Venture.

19. Statutory Auditors

The term of the Statutory Auditor M/s. Mittal & Associates Chartered Accountants, Mumbai has been concluded and they have given their consent for their appointment of another term of 5 years from the conclusion of the 23^rd AGM till the conclusion of 28^th AGM subject to the approval of the shareholders in the ensuing annual general meeting of the company.

The Notes to the financial statement refereed in the Audit Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statement in this Annual Report.

20. Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

21. Cost Auditors

The Company was not liable for the appointment of Cost auditor pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014.

22. Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Mukun Vivek & Company, Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit report dated 28^th August, 2024 is annexed herewith as Annexure I.

There are no qualifications made by the Secretarial Auditor in his report for the financial year ended March 31, 2024.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have reappointed M/s Mukun Vivek & Company, Company Secretaries in practice to conduct the Secretarial Audit for FY 2023-24.

Audit Committee:

Nomination and Remuneration Committee:

Stakeholder Relationship Committee:

Corporate Social Responsibility Committee:

Management and Operations Committee:

Internal Complaints Committee:

24. Vigil mechanism and Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The purpose of the "Whistle blower Policy" is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company.

25. Risk Management Policy

Your Board of Directors has not formulated & adopted Risk Management Policy required under the Regulation 21 of the SEBI Listing Regulations, 2015 as such said provisions not applicable to the Company.

26. Extract of the annual return

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, will be made available on the website of the Company at https://www.ritcologistics.com

27. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There were no material changes and commitments, which affected the financial position of the Company between the end of the financial year of the Company to which the financial statements relates and the date of the report.

28. Details of significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company's operations in future

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

29. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened. The Company's internal control system is commensurate with its size, scale and complexities of its operations.

30. Deposits

The Company has not accepted any Public Deposits, during the year under review.

31. Particulars of loans, guarantees or investments under section 186

During the year, the company has given the loan to its step-down subsidiary M/s Trucksup Solution Private Limited of Rs. 169.16/- (In Lakhs) and the approval of the same has been taken from the shareholders.

Further, an investment in Equity shares of M/s Logro Sourcing Private Limited has been made under section 186.

32. Particulars of contracts or arrangements with related parties

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy.

During the period under review, all Related Party Transactions entered into by the company with related parties were in Ordinary business and at arm's length basis. Further, details of material contracts/arrangements/transactions entered by the company at arm's length basis are disclosed in AOC-2 as Annexure II to director report

33. Corporate Governance

Your Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. It has always been the Company's endeavour to excel

through better Corporate Governance and fair and transparent practices. A Report on Corporate Governance forms part of this Report as Annexure - III.

M/s. Mukun Vivek and & Co., Company Secretaries, the Secretarial Auditor of the Company vide their certificate, have confirmed that the Company is and has been compliant with the conditions stipulated in the chapter IV of the Listing Regulations. The said certificate is annexed as 'Annexure - IV' to this Report.

34. Fraud Reporting

During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee or to the Board under section 143(12) of the Companies Act, 2013 and rules made thereunder. During the year under review, the Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee or to the Board under Section 143(12) read with Section 204 of the Companies Act, 2013 and rules made thereunder.

35. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition& Redressal) Act 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the Company has constituted an Internal Complaints Committee to monitor the anti-sexual harassment mechanism and complied all the provisions under the said Act. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

The Internal Complaints Committee as on March 31, 2024 comprise:

1. Mr. Man Mohan Pal Chadha Singh - Chairperson

2. Mr. Sanjeev Kumar Elwadhi - Member

3. Ms. Roma Wadhwa - Member

During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. Details of Downstream Investment

The Company has an investment in Equity shares in its Subsidiary M/s Logro Sourcing Private Limited.

37. Details of Voluntary Delisting

Company was not delisted its equity shares as per Regulation 6(1) (a) of SEBI (Delisting of Equity Shares) Regulations, 2009, during the Financial Year 2023-24.

38. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Statement giving the details of conservation of energy, technology absorption and foreign exchange earning & outgo in accordance with requirements of Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is as follows: -

A) Conservation of Energy

Not Applicable

B) Technology Absorption, Adoption and Innovation

Not Applicable

C) . Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the year as follows: -

39. Corporate Social Responsibility and its terms of reference

The brief outline of the Corporate Social Responsibility (''CSR'') Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year,

composition of the CSR Committee, average net profit for last three financial year and details of CSR spent during the financial year are set out in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and attached as Annexure V.

40. Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

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

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

c. the directors had taken proper and sufficient care for the maintenance of adequate ccounting 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. the directors have overseen that the annual accounts on a going concern basis; and

e. the directors had devised proper systems to ensure compliance with the provisions

of all applicable laws and that such systems were adequate and operating effectively.

f. the directors have laid down internal financial controls to be followed by the

Company and that, to the best of their knowledge, examination and analysis, such internal financial controls have been adequate and were operating effectively; and

g. the directors had ensured through oversight of the existence of proper systems to nsure compliance with the provisions of all applicable laws and that, to the best of their knowledge, such systems were adequate and were 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 auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by anagement and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2023-24.

41. Secretarial Standards

The company has complied with the applicable secretarial standards as issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

42. General

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

- There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2023-24.

- The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

43. Acknowledgements

The Board desires to place on record its sincere appreciation for the support and cooperation received from the Company's Bankers and Officials of the concerned Government Departments, employees and the members for the confidence reposed by them in the management.