Cargotrans Maritime Ltd

Dear Shareholders,

Your directors present the 11^th Annual Report of Cargotrans Maritime Limited along with the Audited Standalone and Consolidated Financial Statements and Auditors' Report thereon for the financial year 2023-2024.

Financial Results:

The highlights of the standalone financial results for the year ended on March 31, 2024 are given below:

(Amt. In Lakhs)

Performance Review

During the year under review, your company has recorded revenue from operations of Rs.6169.89 Lacs as compared to previous year's revenue from operations of Rs. 6961.45 Lacs. Net Profit after taxation was Rs. 178.15 Lacs as compared to Net Profit after taxation of Rs. 198.48 Lacs of previous year.

During the year under review, your company has recorded consolidated revenue from operations of Rs. 6768.30 Lacs as compared to previous year's consolidated revenue from operations of Rs. 7425.35 Lacs. Consolidated Net Profit after taxation was Rs. 208.45 Lacs as compared to Consolidated Net Profit after taxation of Rs. 234.33 Lacs of previous year.

Your Directors, are hopeful for the better performance in the next coming years.

State of Affairs and Future Outlook:

The company is engaged in the business of international logistics solutions provider with core business of providing sea logistics services including ocean freight forwarding (FCL and LCL), transportation, custom clearance, warehousing and other value-added services to the clients. The business of freight forwarding was started in 2012 and have, since then, consistently grown our presence, enhanced the scope of services and increased capabilities and expertise. In October, 2019, our Company acquired 100% stake in Cargotrans Maritime Agencies Private Limited ("CMAPL") and Cargotrans Maritime Forwarding Private Limited ("CMFPL") to enter into the segment of customhouse agent service and coastal transportation (i.e. transport of goods through sea within India).

During the year under review, your Company has incorporated Wholly Owned Subsidiary "CARGOTRANS LINES PTE. LTD." in Singapore as on 11^th Day of May, 2023 which is primarily engaged in shipping business activities.

Dividend:

In order to conserve the resources, your directors do not recommend any payment of dividend for the year under review.

Since there was no unpaid / unclaimed dividend in the Company for a period of seven years or more, the Company is not required to transfer any amount to the Investor Education and Protection Fund as required under the provision of Section 125 of the Companies Act, 2013.

Transfer to Reserve Fund:

The Board has transferred Rs.178.15Lacs to Reserves of the company for the period under review as compared to Rs. 198.48Lacsin previous year.

The highlights of performance of Subsidiaries, Associates and Joint Venture companies and their contribution to the overall performance of the company during the period under review:

The company has 3 subsidiaries as on the date of report. After the closure of the year under review, no further Company was incorporated or has become subsidiary, associate or joint venture.

The highlights of performance of Subsidiaries are mentioned in the financial statements and AOC-1 forming part of this Annual Report.

• Appointment:

None of the Directors appointed during the financial year 2023-2024.

• Change in Designation:

No any changes in designation of Directors during the Financial Year 2023-2024.

• Resignation:

None of the Directors resigned during the financial year 2023-24.

Directors liable to retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed hereunder, Mrs. Manju Edwin (DIN: 05224705) will retire by rotation at the ensuing Annual General Meeting and she being eligible have offered himself for re-appointment.

Key Managerial Personnel (KMPs)

• There are no any changes in Key Managerial Personnel during the Financial Year 2023-2024.

As on 31.03.2024, following are the Key Managerial Personnel of the Company:

Mr. Mathew Jacob -Managing Director

Mrs. Manju Edwin - Wholetime Director

Mr. B Chandershekhar Rao -CEO and Whole Time Director

Mr. Nasrullah Samiullah Ansari- Chief Financial Officer

Mr. Mahek Jitendra Kasta - Company Secretary & Compliance Officer

Management Discussion and Analysis Report:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report highlighting inter alia the business performance, risk management, internal control and affairs of the Company for the reporting year is attached as Annexure - I to this Report.

Corporate Governance:

Since the company is listed on SME platform of BSE, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, shall not apply to the Company. Hence no Corporate Governance Report is disclosed in this Annual Report. However, as a good corporate governance practice, the Company has been complying some of the important compliance in connection with the aforesaid provisions / regulations voluntarily.

Number of Meetings of the Board:

During the year under review, Thirteen (13) Board Meetings were held on

1 Wednesday, 26 April, 2023

2 Monday, 1 May, 2023

3 Monday, 29 May, 2023

4 Thursday, 10 August, 2023

5 Monday, 4 September, 2023

6 Monday, 25 September, 2023

7 Monday, 30 October, 2023

8 Friday, 10 November, 2023

9 Wednesday, 3 January, 2024

10 Tuesday, 16 January, 2024

11 Monday, 26 February, 2024

12 Wednesday, 27 March, 2024

13 Thursday, 28 March, 2024

The gap between two Board Meetings was well within the limit as prescribed in the Companies Act, 2013.

In respect of the meetings, proper notice was given and the proceedings were recorded and signed Minutes Book was maintained for the purpose.

Declaration by Independent Directors:

The Independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Companies Act, 2013. The independent directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors.

Familiarization Policy:

The policy and details of familiarization programme imparted to the Independent Directors of the Company are available on the website of the Company at the www.cargotrans.in.

Policy on Directors' Appointment and Remuneration:

Pursuant to the requirements of Section 134 and 178 of the Company Act, 2013, read with relevant rules framed thereunder, the Board has framed a Remuneration Policy. The policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Managerial Personnel is attached as per Annexure - II and can be accessed at the company's website at www.cargotrans.in.

This policy interalia, provides

a) The criteria for determining qualifications, positive attributes and independence of directors; and

b) Policy on remuneration of directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent; and provides for a balance between fixed and incentive pay reflecting hort and long-term performance objectives appropriate to the working of the Company and its goals.

Constitution of Various Committees:

Various committees were constituted during the financial year 2023-24 which are as under:

• Audit Committee:

Audit Committee which comprised of following Directors as its members:

The Audit Committee meet 4 times during the year under review on

1. Monday, 29 May, 2023

2. Wednesday, 6 September, 2023

3. September 30, 2023

4. Monday, 4 March, 2024

5. Thursday. 28 March, 2024

The very purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for Internal financial controls, governance and reviewing the Company's Statutory and Internal Audit activities. The Committee is in compliance with the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

The Company has established a vigil mechanism and oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

• Nomination & Remuneration Committee:

Nomination & Remuneration Committee which comprised of following Directors as its members:

The Nomination & Remuneration Committee meet 2 times during the year under review on

1. Friday, 25 August, 2023

2. Tuesday, 5 March, 2024

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

• Stakeholders Relationship Committee:

Stakeholders Relationship Committee which comprised of following Directors as its members:

The Stakeholder Relationship Committee meet 4 times during the year under review on

1. Sunday, 28 May, 2023

2. Wednesday, 6 September, 2023

3. Thursday, 7 December, 2023

4. Monday, 4 March, 2024

Annual Return:

A copy of the Annual Return of the company for the financial year ended on March 31, 2024 as provided under section 92(3) of the Act, in the prescribed form, is hosted on the Company's website and can be accessed at https://www.cargotrans.in/

Subsidiaries, Joint Venture & Associate Companies:

The Company has following mentioned Subsidiary, Joint Venture and Associate Companies during the financial year 2023-2024:

The salient features of the financial statement of these entities are set out in the prescribed form AOC- 1 attached to this report as Annexure III.

There has been no material change in the nature of business of the subsidiaries and the Company does not have any material subsidiary. The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on Company's website at www.cargotrans.in.

The Audited financial statements of all subsidiaries are available on the website of the Companywww.cargotrans.in.

Deposits:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review.

Directors' Responsibility Statement:

The financial statements are prepared in accordance with the Accounting Standards (AS) pursuant to the provisions of the Companies Act, 2013 and regulations issued by SEBI. Accounting policies have been consistently applied except where a newly issued Accounting Standard is initially adopted or are vision to an existing Accounting Standard requires a change in the accounting policy. These form a part of the Notes to the financial statements.

In accordance with the provisions of section 134(3)(c) of the Act and based on the information provided by the Management, the directors state that:

I. In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

II. They 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 of the Company for FY 2023-2024;

III. They 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;

IV. They have prepared the annual accounts on a going concern basis;

V. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Particulars of Loans, Guarantees and Investments:

The Company has not given any Loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The particulars of the loan / investments/ guarantee, if any made by the company are provided in the notes forming part of the financial statements.

Share Capital:

Authorized Share Capital of the Company Rs. 4,50,00,000 divided into 45,00,000 Equity Shares of Rs. 10 each as on 31^st Day of March, 2024.

Paid Up Share Capital of the Company as on 31^st Day of March, 2024 is Rs. 4,08,00,000 divided into 40,80,000 Equity Shares of Rs. 10 each.

Related Party Transactions:

All contracts/arrangement/transactions entered by the Company during the financial year under review with the related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Pursuant to the said omnibus approval, a detail of transaction entered into is also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY 2023-2024 were on arm's length basis and not material under the Act and SEBI Listing Regulations. None of the transactions required members' prior approval under the Act. The particulars of the contracts or arrangements with the related parties as per the provisions of Section 188 of the Companies Act, 2013 is given in prescribed form AOC - 2 attached to the report as Annexure - IV.

Material Changes and Commitments affecting the financial position of the Company:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this board report.

Particulars of Employees:

The disclosure required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-V and forms an integral part of this Report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by members at the Registered office of the Company during business hours on working days of the Company between 11:00 A.M. to 4:00 P.M. up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Energy Conservation, Technology Absorption & Foreign Exchange Earnings and Outgo:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

C FOREIGN EXCHANGE EARNINGS AND OUTGO:

Formal Annual Evaluation:

Pursuant to section 178 of the Act, the Nomination and Remuneration Committee and the Board has decided that the evaluation shall be carried out by the Board only and the Nomination Remuneration Committee will only review its implementation and compliance.

Further, as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of independent directors shall be done by the entire Board excluding the directors being evaluated, on the basis of performance and fulfillment of criteria of independence and their independence from Management. On the basis of the report of the performance evaluation, it shall be determined whether to extend or continue the term of appointment of independent director.

Accordingly, the Board has carried out an annual performance evaluation of its own performance, that of its Committees, Chairman and individual directors.

Regulatory Action:

There are no significant and material orders passed by the regulators or courts or Tribunals that could impact the going concern status and operations of the company in future.

Internal Financial Controls:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

1 The internal financial control systems are commensurate with the size and nature of its operations.

2 All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

3 Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

4 The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

Whistle Blower Policy/Vigil Mechanism:

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or policy.

Independent Directors' Meeting:

Pursuant to the Act and SEBI Listing Regulations, the independent directors must hold at least one meeting in financial year without attendance of Non-Independent directors and members of the Management. Accordingly, independent directors of the Company met on Friday, 22 March, 2024 and:

o reviewed the performance of Non-Independent directors of the company and the board as a whole;

o 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.

Secretarial Standards of ICSI:

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS—1) and General Meetings (SS—2) read with the MCA circulars.

Internal Audit:

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes. In line with the RBI's guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal audit policy.

An audit plan is rolled out after approval of the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls, and governance related systems and processes.

The Audit Committee regularly reviews the internal audit reports and the adequacy and effectiveness of internal controls. Significant audit observations, corrective and preventive actions thereon are presented to the Audit Committee on a quarterly basis.

MRS. KUNJAL PATEL, PROPRIETOR OF M/S. KUNJAL PATEL & ASSOCIATES, CHARTERED accountant, BHUJ (FIRM REGD NO. 160163W) appointed as an Internal Auditor of the Companyat remuneration as may be mutually agreed between the Internal Auditor and Board of Directors for the Financial Year 2023-2024 for fill casual vacancy of Mrs. Rashmin Nathalal Vekariya, proprietor of M/s. R N Vekariya & Associates, Rajkot (Firm Regd No. 125819W) who has resigned as an Internal Auditor of the Company.

Appointment of Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 M/s. V N Vasani & Associates, Practicing Company Secretaries, Rajkot were appointed as Secretarial Auditors of the Company for conduct Secretarial Audit for Financial Year 2023-2024 at remuneration as may be mutually agreed between the Practicing Company Secretary and Board of Directors. Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure -VI to this report and does not contain any qualification, reservation, disclaimer or adverse remark.

Statutory Auditors:

M/s. Nirup Pomal & Associates, Chartered Accountants (Firm Registration No. 121752W) were appointed as Statutory Auditors, for a term of five years to hold office till the conclusion of the Annual General Meeting to be held for the Financial Year 2023-24.

There are no qualification, reservation, disclaimer or adverse remark in the Auditors' report and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

As the term of existing statutory auditor is expiring, appointment of M/s S N Shah & Associates (FRN: 109782W) as statutory auditor is proposed in ensuing AGM.

Maintenance of Cost Records and Cost Auditor:

The Company is not required to maintain any cost records prescribed under section 148 of the Companies Act, 2013 and rules made thereunder and hence cost audit is also not applicable.

Human Resources and Industrial Relations:

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization's growth.

Health, Safety and Environment Protection:

Company's Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

Code of Conduct:

The Company has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company's website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Code of Fair Disclosure:

As required under the new Insider Trading Policy Regulations of SEBI, your directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details, please refer to the company's website at www.cargotrans.in.

Listing:

Your company's shares are listed with SME Segment of The BSE Limited, Mumbai (Stock Code: - 543618). The Company has already paid Annual Listing fees to BSE Limited.

Other Statutory Disclosures:

• The Company has a policy on prevention of sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,20i3.

• The securities of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principle of any of its debt securities.

• The Managing Director, as per the terms of his appointment, does not draw any commission or remuneration from subsidiary company. Hence, no disclosure as required under section 197(14) of the Act has been made.

• Neither any application was made; no any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

Appreciation and Acknowledgement:

Your Directors, place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co- operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.