Patel Integrated Logistics Ltd

To,

The Members of the Company

Your Directors have pleasure in presenting their 62^nd Annual Report and audited statement of accounts of the Company for the financial year ended 31 ^st March, 2024.

The Company's financial performance for the year ended 31 st March, 2024 is summarized below:

(Rs. in lakhs)

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL PERFORMANCE REVIEW:

During the financial year 2023-24 your Company posted the total comprehensive income of 6.23 cr. for the year ended 31 ^st March, 2024 as compared to 3.47 cr. for the year ended 31^st March, 2023. Income from operations for the year ended 31^st March, 2024 was .290.55 cr.as compared to 278.28 cr. for the year ended 31st March, 2023. Net Worth stood at 119.32 cr. Basic EPS was 0.86 and Diluted EPS was 0.86.

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relates and the date of this report.

There is no other change in the nature of business during the year under review.

There is no subsidiary of company as on 31^st March, 2024. The Company does not have any Associate or Joint Venture Company as on 31^st March, 2024

Your Company has transferred amount of Rs 7 Crores to contingency reserve and Rs 1 Crore to General Reserve.

For the year under consideration, the Board of Directors recommended a dividend of 0.10 per share i.e. 1% on the equity share capital of the Company for the financial year ended 31^st March, 2024. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Company's long term objectives of growth and also for conservationofresourcesfordiversification.

The Company will continue to focus and undertake ‘air cargo' business and ‘warehousing' business. The Company's air cargo business registered satisfactory growth during the year 2023-24. The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business and it is confident of improving the business during the year.

The Future outlook of the business is highly dynamic. As markets evolve and customer demands change, we need to constantly review and update our operation and products to meet the market need.

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements as well as long term finance for funding the part of capital expenditure. The Company is regular in payments of installments and there are no over dues as on the date of reporting. The Company could bring down interest cost by proper mix of utilization of finance by repayment of loans taken from various banks and closely pursuing with the Bank to reduce the Interest cost.

The Company was accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under

Chapter V of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at 2.00 Lakhs as on 31^st March, 2024. There were no unpaid or overdue deposits as on 31^st March, 2024, other than Unclaimed Deposits and interest accrued thereon aggregating 8.14 lacs out of which nothing is outstanding for the period of more than seven years and liable to be transfer to Investor Education and Protection Fund.

There has been no default in repayment of deposits or payment of interest thereon during the year under consideration. The

Company has not accepted any deposits which are not in compliance with the requirement of Chapter V of the Companies

Act, 2013.

Credit Rating:

The Company is continued to be rated as ‘IND BBB-'/Stable for Company's Term Loan, Term Deposit & Finance lease , ‘IND BBB-'/ Stable/'IND A3'rating for its fund-based limits and ‘IND A3' rating for its non fund based limits by India Ratings &

Research Private Ltd (India Ratings), a Fitch group Company. The rating is valid as on the date of reporting

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies

(Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

Company's CSR policy focuses on areas such as education, support for the women, elderly people, children and social inclusion. This entails transcending business interests and grappling with the "quality of life" challenges that underserved communities face, and working towards making a meaningful difference to them. The detailed policy of the Company is available on our website www.patel-india.com

During the year, we have spent Nil on CSR activities. The details of CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2024, in accordance with Section 135 of the

Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosures

Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to top 1000 listed entities.

The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

There are no risks which in the opinion of the operating management threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

The Company has Audit Committee of Board of Directors constituted in accordance with section 177 of the Companies Act, 2013. The details of the Audit Committee are explained in the Corporate Governance Report.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However, this requires upgradation and improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls.

The Internal Audit firm monitors and evaluates operating systems, accounting procedures and policies at all locations of the

Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177

(10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation,

2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

During the year under review, the following changes occurred in the composition of the Board and the Key Managerial

Personnel of your Company:

Ms. Jasmin Lalla (DIN: 00074858), Executive Director ceased to be director of the Company upon her resignation on 01st

December, 2023.

Mr. Vikas Porwal (DIN:10382199) was appointed as an Additional Executive Director of the Company w.e.f. 01^st December, 2023.

Subsequently, he was re-appointed as a Whole-Time Director of the Company on 28th January, 2024 with Shareholder's approval through Postal Ballot Process.

The term of office of Mr. Ramakant Kadam (DIN: 03575629) of the Company expired on 29th June, 2024. The Board of

Directors vide circular resolution dated 4^th July, 2024 based upon the performance evaluation and recommendation of Nomination and Remuneration committee appointed Mr. Ramakant Kadam as Non- Executive Non-Independent Director of the Company. Approval of members is sought for appointment of Mr. Ramakant Kadam as Non-Executive Non-Independent

Director of the Company, who being eligible have offered himself for appointment at the 62 ^nd Annual General Meeting. There is no other Key Managerial Personnel appointed or resigned during the year under review.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent

Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors of your Company have registered on the Independent Directors' Databank as per the requirements of Section 149 of the Companies Act, 2013 and the applicable rules thereto. However, with respect to the proficiency the Independent Directors have a timeline of one year as per the applicable provisions, from the date of registration on the

Independent Directors' Data bank for taking the proficiency test and none of the Independent Directors have exceeded the said period of one year from the date of registration as on the date of this Report.

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations

(including any statutory modification(s)or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 06^th February 2024 have reviewed and evaluated the performance of Board as a whole, and of the Managing Director.

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.

During the year Five Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

All related party transactions referred to in section 188(1) of the Companies Act 2013 that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Approval of the Members of the Company is also obtained in case any related party transaction was not on arm's length basis and exceeds the prescribed transactions made by the Company with Promoters, Directors, Key limits.Therearenomateriallysignificant Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [II].

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related

Party Transactions as approved by the Board is uploaded on the Company's website.

Apart from receiving remuneration by executive directors, sitting fees by non-executive directors, and professional fees paid to qualified professional directors none of the Directors has any pecuniary relationships or Your Directors draw attention of the members to Note 40 to the financial statement which sets out related party disclosure. The policy on related party transactions has been placed on the Company's website and can be accessed through the following link:

Microsoft Word - Policy on Materiality and Dealing with Related Party Transactions (patel-india.com)

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,

2014, M/s. Hitesh Shah & Associates, Chartered Accountants, Firm Registration No. 103716W was appointed as statutory auditors of the Company to hold office for one term of 5 years commenced from conclusion of the 60^th Annual General

Meeting upto the 65^th Annual General Meeting of the Company to be held in calendar year 2027. The Company has received a effect that their appointment, shall be in compliance with the provisions certificate of Section 139 and 141 of the Companies Act, 2013.

The Auditors have issued their report on the financial statements for the financial year unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013. unmodifiedi.e. it does not The Auditors' Report for the financial contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed DM & Associates Company Secretaries LLP, Company

Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31^st March, 2024 is set out as "Annexure [III]" to this Report.

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors

(SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company is in compliance with the provisions of the same.

To comply with conditions of Corporate Governance, pursuant to regulation 34 read with schedule V of SEBI (Listing

Obligations and Disclosures Requirements) Regulation, 2015, a Management Discussion and Analysis Report, Corporate compliance of conditions of Corporate Governance, are included in this Governance Report and Auditors'Certificate

Annual Report.

A Business Responsibility Report as required under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements)

Regulation, 2015 is not applicable to the Company as the same is applicable for top 1000 listed entities based on market capitalization.

Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements)

Regulation, 2015 is not applicable to the Company.

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the year ended March 31, 2024, is available on the Company's website and can be accessed atfinancial www.patel-india.com In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, with prescribed timelines.

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(Rs. in lakhs)

The maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the

Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not applicable to the Company.

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as

"Annexure [IV]" to this report.

The information required pursuant to Section 197 read with Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding this information which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the 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.

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of internal complaint committee under the said Act to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2023-

The Directors would like to inform the Members that the Audited Accounts for the financial ^st March 2024 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory

Auditors, M/s Hitesh Shah & Associates.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the

Operating Management, confirm that:

1) in the preparation of the annual accounts, for the year ended 31^st March, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same; 2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 31^st March, 2024 and of the profits of the Company for the financial year ended 31 ^st March 2024;

3) the proper and sufficient care has been taken for the maintenance the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the Directors have prepared the Annual Accounts of the Company on a ‘going concern' basis;

5) the Company has proper internal financial controls in place. However, the Company continues to develop better controls for implementation in current financial year.

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

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.