Tiger Logistics (India) Ltd Directors Report

Dear Members,

The Directors of your Company with enormous pleasure, presenting the 24th Annual Report together with the Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended on 31st March 2024. The summarized financial performance for the year ended 31st March 2024 is as follows:

FINANCIAL PERFORMANCE

(Rs. In Lacs except EPS)

Particulars	Current Year (2023-24)	Previous Year (2022-23)
Net Sales / Income from operations	24,025.85	43,334.78
Other Income	387.66	679.67
Total Expenditure	22,643.96	40,880.10
Finance costs	42.54	59.52
Depreciation	77.90	78.05
Profit before taxation	1,769.55	3,134.35
Net Profit/Loss (Total comprehensive income)	1,296.80	2,319.90
EPS	12.27	21.94

OPERATION

During the current Financial Year, the Company has achieved a turnover of Rs.24,025.85 Lacs as against the turnover of Rs 43,334.78 Lacs in the previous year. The Net Profit of the company is Rs. 1,296.80 Lacs in the current year as against the profit of Rs.2,319.90 Lacs in the previous year.

DIVIDEND & BONUS

Your directors have not recommended any dividend for the financial year 2023-24.

RESERVES

Details stated in the financial part of the Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year under review, there was no change in the business of the Company or in business carried by the Company.

FIXED DEPOSITS

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

KEY DEVELOPMENTS

a) Tiger Logistics Launched its Digital Freight Platform "FreightJar"

Tiger Logistics (India) Ltd., a leading third-party logistics company with expertise in international cargo and project logistics, has launched its digital product "FreightJar".

FreightJar is a digital logistics platform which aims to streamline freight booking and management in international logistics. The platforms intuitive interface and comprehensive features have been designed to enhance operational efficiency, enabling exporters and importers to manage their shipping requirements more efficiently.

FreightJar enables users to access real-time freight rates, book freight instantly, automate documentation, and track shipments for improved accessibility, visibility, and transparency in their supply chains.

FreightJar represents a significant leap forward in the digitization of logistics operations, enabling businesses to streamline their freight booking and management processes, and providing access to supply chain financing options to support business growth.

b) Stock Split

During the period under review, the Board of Directors of your Company approved, the sub-division/ split of equity shares of your Company, such that 1 (one) equity share having face value of 10.00 (Rupees Ten only) each, fully paid-up, was sub-divided into 10 (ten) equity shares having face value of 1.00 (Rupee One only) each, fully paid-up.

Further, the members vide resolution passed by way of postal ballot on 10th February 2024 approved the said sub-division/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your Company.

After the requisite approvals of the Stock Exchange i.e. BSE and the depositories i.e. NSDL and CDSL, new ISIN (INE906001029) was allotted to your Company.

The effect of change in face value of the share was reflected on the share price at the Stock Exchange where your Company is listed (BSE) effective from 4th March 2024 i.e. record date for the purpose of sub-division/ split of equity shares of your Company.

As a result of the sub-division/ split of equity shares of your Company, it has become more affordable and encouraged participation of investors at large.

Accordingly, the capital structure of your Company post sub-division/ split of equity shares is as follows:

Type of Capital	No. of equity shares	Face Value (in)	Total Share Capital (in)
Authorised Share Capital	11,00,00,000	1	11,00,00,000
Issued, Subscribed and	10,57,25,000	1	10,57,25,000
Paid-up Share Capital

c) Launch of TiGreen

Your Company has announced its strategic plan towards setting up a dedicated vertical - ‘TiGreen which will be focusing on strengthening its presence in the global trade of sustainable & renewable energy, by providing tailor-made international logistics solutions, primarily for solar power and electric mobility segment.

The scope of this dedicated vertical is in alignment with the Indian governments initiatives towards promoting sustainable and renewable energy such as PM Surya Ghar scheme, which is expected to increase imports of solar cells, modules, or associated components. In 2023, Tiger Logistics strengthened its network in Cambodia, Malaysia, Vietnam, Thailand and Hong Kong which are emerging alternate destinations for the import of Solar Module Panels in India.

The specialised vertical, TiGreen will leverage Tiger Logistics extensive expertise to streamline the transportation and distribution processes for solar components, and Electric Vehicles across the country and worldwide. To lead this vertical, Tiger Logistics will be hiring across multiple positions, including ‘Global Head, TiGreen who will spearhead the vertical, and further add strategic direction to Tiger Logistics ambitions in ‘Green Logistics.

STOCK EXCHANGE & LISTING FEES

The Companys Equity Shares at present are listed at BSE Ltd., Mumbai. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As of 31st March, 2024, the Board of Directors of the Company comprises two executive, one non-executive non-independent woman director and three non- executive Independent directors in accordance with the terms of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 (the Act).

Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mrs. Surjeet Kaur Malhotra (DIN-03094598) is liable to retire by rotation at the ensuing AGM and being eligible offers herself for reappointment.

AUDIT COMMITTEE

The details pertaining to the Composition of Audit Committee is included in the Corporate Governance report, which forms part of this Report.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the composition of Nomination and Remuneration Committee is included in the Corporate Governance Report, which forms part of this report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The details pertaining to the composition of Stakeholder Relationship Committee is included in the Corporate Governance Report, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details pertaining to the composition of Corporate Social Responsibility Committee is included in the Annexure II of Directors Report, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.

INTERNAL AUDITORS

M/s Amit & Nitin, Chartered Accountants, are the Internal Auditors of the Company and they have submitted the Internal Auditors Report as per the requirement of the Act. M/s Amit & Nitin, Chartered Accountants were already appointed for the purpose of Internal Audit for the Financial Year 2023-24.

POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION

The Companys Policy on Directors appointment and remuneration and other matters (Remuneration Policy) provided in Section 178(3) of the Act is available on the website of the Company at www.tigerlogistics.in. We affirm that the remuneration paid to the Directors is as per the terms laid out in the said Remuneration Policy.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils. STATUTORY AUDITORS & AUDITORS REPORT

At the 22nd Annual General Meeting of the Company, the Members approved the appointment of M/s Garg Agrawal & Agrawal, Chartered Accountants (Firm Registration No. 016137N) as the Statutory Auditors of the Company, to hold office for a period of 5 (five) years from the conclusion of 22nd Annual General Meeting of the Company till the conclusion of the 27th Annual General Meeting of the Company, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Independent Auditors Report for the financial year 2023-2024 is submitted by Garg Agrawal & Agrawal, Chartered Accountants. The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, the Company has appointed M/s AMJ & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2023-24 of the Company is annexed, which forms part of this report as Annexure-V. There is one observation pertaining to return not filed under carriage by Road Act, 2007 and carriage by Road Rules, 2011. Board hereby clarify that due to impracticability to compile data related to the return to be filed under the said Act ,we did not submit the required return as the data of return is applicable for core transportation businesses having trucks in their kitty.

SECRETARIAL AUDITORS

Mr. Manoj Kumar Jain of M/s AMJ & Associates, Practicing Company Secretaries, is the Secretarial Auditor of the Company and they have submitted the Secretarial Audit Report (in Annexure-V) as per the requirement of the Act. M/s AMJ & Associates were already appointed for the purpose of conducting Secretarial Audit for the financial year 2023-24.

AUDITOR REPORT & SECRETARIAL AUDIT REPORT

The observations of the auditors made in their report are self-explanatory and therefore, in the opinion of your directors, do not call for further comments, which forms a part of this annual report.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

PARTICULARS OF EMPLOYEES

There is no employee during the year under review, whose particulars are required to be given pursuant to Section 197 of the Companies Act, 2013 read with the Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any other applicable section, if any Except Mr. Harpreet Singh Malhotra, Managing Director of the Company who draw a salary of Rs. 1.08 Cr. for the year ended 2023-24. Mr. Harpreet Singh Malhotra (aged 52) is having experience of more than 24 years and associated with our company as a promoter from the year 2000.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to all shareholders of the Company, excluding the aforesaid information. Any shareholders interested in obtaining such particulars may write to the Company Secretary at csvishal@tigerlogistics.in before seven days of Annual General Meeting.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Company. The Company has also adopted the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Mr. Vishal Saurav Gupta, Company Secretary as the Compliance Officer under the Code.

EVALUATION OF THE BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. Kindly refer the point mentioned in the report of corporate governance, which forms an integral part of this annual report.

INTERNAL CONTROL AND INTERNAL AUDIT

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has a system of carrying out internal audit, covering all business processes to review the internal control systems. The internal control system and mechanism is

reviewed periodically by the Audit Committee to make it robust to meet the challenges of the business.

SUBSIDIARY

The Company has no subsidiary company.

VIGIL MECHANISM

The Company has a vigil mechanism in place named as "Whistle Blower Policy" to report concerns to the management about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and posted on the website of the Company i.e. www.tigerlogistics.in.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31st March 2024, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link www.tigerlogistics.in.

SECRETARIAL STANDARDS ISSUED BY THE COMPANY SECRETRAIES OF INDIA (ICSI)

The Company is following applicable Secretarial Standards during the financial year 2023-24. CREDIT RATING

During the year under review, M/s Informerics Valuation and Rating Private Limited vide its letter dated February 16th, 2024, has revised the ratings to your Company for Long term & short-term Bank Facilities from IVR BBB+/ Stable (IVR Triple B Plus with Stable outlook) & IVR A2 to IVR BBB+/ Negative (IVR Triple B Plus with Negative outlook) & IVR A2. However, currently (as on the drafting time of this annual report) M/s Informerics Valuation and Rating Private Limited is in the process of assigning new rating on the basis of financial results .

Your management will give separate disclosure to disclose the ratings.

RELATED PARTY TRANSACTIONS

None of the transactions with the related parties falls under the scope of section 188 (1) of the Act. All contracts/ arrangements/ transaction entered by the Company during the financial year with related parties in the ordinary course of business and on arms length price basis. During the year, the Company has not entered any contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report.

RISK MANAGEMENT POLICY

The Board of Directors has put in place a Risk Management policy for the Company, which includes industry risks, quality risks, project risks and financial/ interest rate / liquidity risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements

of the risk, which in severe form can threaten Companys existence, have been identified by the Board of Directors to mitigate the same.

HEADCOUNT-HUMAN RESOURCE DEVELOPMENT

The total number head count as on 31st March 2024 was 189 as against 172 as on 31st March 2023.

BOARD MEETINGS

During the Financial Year 2023-24, six board meetings were convened and held, rest of the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period stipulated under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (C) read with Section 134 (5) of the Companies Act, 2013 the Directors hereby 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, if any;

b) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit and loss of the Company for that period;

c) that proper and sufficient care has been taken 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; and

d) that the Annual Accounts for the year ended 31st March, 2024 have been prepared on a going concern basis.

e) that 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.

f) that the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have furnished considering the nature of activities undertaken by the company during the year under review (Report "Annexure I" is annexed herewith).

REPORT ON CORPORATE GOVERNANCE

As per Listing Regulations and Agreement with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Practicing Company Secretary confirming compliance, forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiative undertaken by the company on CSR activities during the year are set out in the Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

POLICY TO PREVENT SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation, or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act), your Company has an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report.

PARTICULARS OF LOANS AND GURANTEES AND INVESTMENTS UNDER SECTION 186.

The particulars of loans, guarantees and investments have been disclosed in the financial statements. Which forms an integral Part of this annual report.

MATERIAL DISCLOSURES UNDER THE COMPANIES ACT, 2013

These material changes and commitments which affects the financial position of the Company occurred between the end of financial year of the Company and date of this report are given below:

• Mr. Susanta Kumar Panda (DIN: 07917003) has been appointed as an Independent Director of the Company w.e.f. 1st April, 2024.

• The Company has received a positive ruling in its favour. Vide Order-in-Original dated 18.11.2021, the Commissioner, CX & GST, Delhi East, confirmed a demand of Service Tax amounting to 5,65,06,356/- in respect of the markup/differential freight in the sale of space for export cargo, container detention charges, toll tax and other services provided. On ROM Application filed against the above order, vide Order-in-Original dated 19.10.2022, the Commissioner accepted the fact of an amount of 2,64,78,835/- having already been paid towards the Service Tax on services provided and ordered for appropriation of the same against the demand confirmed. Vide Final Order dated 12.07.2023, CESTAT set aside the demand of service tax on the markup/differential freight, container detention charges and toll tax. However, the issue of-quantification of the demand for service tax on the services provided on account of non-consideration by the Commissioner of the abatement claimed was remanded by CESTAT to the Commissioner. Now vide Order-in-Original dated 27.03.2024, the Commissioner has accepted the companys claim for abatement and re-quantified the demand of service tax to the amount which was already paid.

• Mrs. Benu Malhotra has resigned from the post of Chief Financial Officer (CFO) w.e.f. 24th April 2024.

• Mr. Madhusudan Jhunjhunwala has been appointed as Chief Financial Officer (CFO) w.e.f. 24th April 2024.

• Company has announced the launch of FreightJar 2.0. This major upgrade to our proprietary freight booking and management platform will enable businesses of all sizes to handle their import shipments, including FCL (Full Container Load), LCL (Less than Container Load), and Air Freight,

with enhanced ease and efficiency. This is in addition to our existing capabilities for FCL exports.

• M/s Informerics Valuation and Rating Private Limited is in the process of assigning a new rating based on financial results for the year ended 31st March 2024.

• The Company has been certified as a Great Place To Work? in India for the period July 2024 to July 2025. Following a rigorous evaluation by the Great Place to Work Institute, 96% of the employees rated Tiger Logistics as an excellent workplace, highlighting the strengths in diversity, fairness, pride, inclusivity, and credible management.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Company has received a follow up favourable order from CESTAT, in view of the demand raised on Mark Up of ocean freight by service tax department which was declared by it as contingent liability. CESTAT vide order no. 50868-50870/2023 has set aside the demand against the same.

AWARDS & RECOGNITION

FreightJar, the proprietary digital freight booking and management platform of the company has been recognized as the Digital Startup of the Year at the prestigious Northern India Multimodal & Logistics Awards 2024, concurrent with Conquest 2024. The award ceremony took place at The Lalit, New Delhi in the presence of eminent personalities from the logistics and supply chain industry and senior government representatives.

ANNEXURES FORMING PART OF DIRECTORS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure	Particulars
I	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo
II	Report on Corporate Social Responsibility
III	AOC-2
IV	Certification by CEO/ MD & CFO
V	Secretarial Audit Report
VI	Certificate on compliance with the conditions of Corporate Governance
VII	Certificate of Non-Disqualification of Directors

ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, debenture holders and various departments of the State and the Central Government.

Your directors appreciate and value the contribution made by every member of the Tiger family.

DISCLOSURE OF MANAGERIAL REMUNERATION

[Pursuant to Section 197 of the Companies Act, 2013 (‘Act‘) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the FY 2023-24 as well as the percentage increase in remuneration of each Director, Chief Financial Officer (CFO) and Company Secretary is as under:

Name of Director	Ratio to median remuneration	% increase in remuneration over previous year
Non-Executive Directors	NA	N A
Mrs. Surjeet Kaur Malhotra*	NA	NA NA
Mr. Praneet Kohli*	NA	M A
Mr. Sanjay Chopra*	NA	NA
Mr. Rajesh Kumar Gupta*	NA	NA
> Executive Directors & KMP
Mr. Flarpreet Singh Malhotra, Managing Director	22:1	0
Ms. Benu Malhotra, (Director)	2:1	0
Mr. Vishal Saurav Gupta, CS (KMP)	3:1	11.80%

*No remuneration paid during 2023-24

a. Percentage increase in the median remuneration of employees in the FY 2023-24: 24%

b. Number of permanent employees on the rolls of the Company as on 31st March 2024: 189

c. Comparison of average percentile increase in salary of employees other than the managerial personnel

Percentile increase in managerial remuneration:	% change in remuneration
Average increase in salary of employees (other than managerial personnel)	9.72 %
Average increase in remuneration of managerial personnel	3.93 %

d. Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company.

Statement of Particulars of Employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

• Employed throughout the year and in receipt of Remuneration of Rs. 1.02 Crores and above: Nil

• Employed partly during the year and in receipt of Remuneration of Rs. 8.5 Lakhs and above per Month: Nil

Notes:

1. Gross Remuneration shown above is subject to tax and comprises Salary including Arrears, Allowances, Rent, Medical Reimbursements, Leave Travel Benefits, Leave Encashment, Provident Fund and Superannuation Fund & Gratuity under LIC scheme in terms of actual expenditure incurred by the Company.

2. All appointments are contractual in nature.

3. None of the employees mentioned above are related to any Director of the Company.

4. We have not considered Mr. Harpreet Singh Malhotra whose total salary was 1.08 Crores.

5. Mrs. Benu Malhotra has resigned from the post of CFO on 24.04.2024 and Mr. Madhusudan Jhunjhunwala has been appointed as CFO w.e.f. 24.04.2024.

None of the employees mentioned above holds by himself / herself or along with his / her spouse and dependent children, 2% or more of the Equity Shares of the Company.

ANNEXURE I TO THE BOARDS REPORT

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of particulars of Board of Directors) Rules, 1988 and forming part of Boards Report for the Financial Year ended on 31 st March 2024.

I. Research & Development (R & D):

(a) Specific areas in which R & D carried out by the Company - None

(b) Benefits derived as a result of the above R & D - None

(c) Further plan of action - None

(d) Expenditure on R & D - Nil

II. Technology Absorption, Adoption & Innovation:

(a) Efforts in brief made towards technology - Nil

(b) Absorption, Adoption and Innovation Benefit derived as a

result of above efforts - None

(c) Particulars of Technology imported during last 5 years - None

III. Foreign Exchange Earnings and Outgo:

Exposure in Foreign Exchange Currency	2023-24	2022-23
Sundry creditors and other payables (USD/EURO)	186.86	226.58
Sundry Debtors and other Receivables (USD/EURO)	3,433.53	3,707.22

ANNEXURE II TO THE BOARDS REPORT

CSR ACTIVITIES TO BE INCLUDED IN THE BOARDS REPORT

1. A Brief outline of the Companys CSR policy

Tiger Logistics (India) Limited has joined hands with the Parvaah along with other NGO partners like Swachh Paryavaran Trust to make the ultimate dream of offering quality education and promoting environmental sustainability in India come true. As an important part of it, the role of corporate with their Corporate Social Responsibility (CSR) in India is crucial in improving the educational and environmental conditions in India. Tiger Logistics (India)Limited has adopted its responsibility and duty towards its Corporate Social Responsibility. For any reference, please visit the website of the Company: www.tigerlogistics.in.

2. Composition of CSR Committee

S.No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee attended during the year	Number of meetings of CSR Committee held during the year
1 Mr. Harpreet Singh Malhotra	Chairman (Managing Director)	4	4
2 Mr. Sanjay Chopra	Member (Independent Director)	4	4
3 Mrs. Surjeet Kaur Malhotra	Member (Non-Executive, Non- Independent Director)	4	4

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

Web link of composition of CSR committee, CSR policy and CSR projects: https://www.tigerlogistics.in/lnvestors_Policies.php .

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.

Not Applicable.

5. (a) Average net profit of the company as per sub section (5) of section 135: Rs. 1,930.57 lacs.

(b) Two percent of average net profit of the company as per sub section (5) of section 135:

Rs. 38.61 lacs.

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil.

(d) Amount required to set-off for the financial year, if any: Nil.

6. (a) Amount spent on CSR projects (both ongoing project and other than ongoing project): Rs. 43 lacs.

(b) Amount spent in administrative overheads: Nil.

(c) Amount spent on Impact Assessment, if applicable: Not Applicable.

(d) Total amount spent for the Financial Year [(a) + (b) + (c)]: Rs. 43 lacs.

(e) CSR amount spent or unspent for the Financial Year:

Total amount spent for the financial year	Amount Unspent (in Rs.)
	Total amount transferred to unspent CSR Account as per sub section (6) of section 135.		Amount transferred to any fund specified under schedule VII as per second proviso to sub section (5) of section 135.
Rs. 43 lacs	Amount	Date of Transfer	Name of the Fund	Amount	Date of Transfer
	Nil	Not Applicable	Not Applicable	Nil	Not Applicable

(f) Excess amount for set-off, if any:

S. No. (1) Particular (2)	Amount (in Rs.) (3)
(i) Two percent of the average net profit of the company as per sub section (5) of section 135	38.61 lacs
(ii) Total amount spent for the financial year	43 lacs
(iii) Excess amount spent for the financial year [(ii)-(i)]	4.39 lacs
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any.
(v) Amount available for set-off in the succeeding financial years[(iii)-(iv)]

7. Details of unspent Corporate Social Responsibility amount for the preceding three financial years: Not Applicable

1 2	3	4	5	6	7	8
S.No. Proceeding Financial Year(s)	Amount transferred to unspent CSR account under sub section (6) of Section 135 (in Rs.)	Balance amount in unspent CSR account under sub section (6) of Section 135 (in Rs.)	Amount spent in the financial year (in Rs.)	Amount transferred to a fund as specified under Schedule VII as per second proviso to sub section (5) of section 135, if any. Amount Date of (in Rs.) Transfer	Amount remaining to be spent in succeeding financial years (in Rs.)	Deficiency, if any
1. -	-	-	-	-	-
2. -	-	-	-	-	-
3. -	-	-	-	-	-
Total

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If yes, enter the number of Capital assets created/ acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social

Responsibility amount spent in the Financial Year: Not Applicable

S.No. Short particulars of the property or asset(s) [including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/Authority / beneficiary of the registered owner
(1) (2)	(3)	(4)	(5)	(6)
				CSR Registration Number, if applicable	Name	Registered Address

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office / Municipal Corporation / Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5) of section 135: Not Applicable

ANNEXURE III TO THE BOARDS REPORT

AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 of the

Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto

(A) Details of contracts or arrangement or transaction not at arms length basis

Your company has not entered any contract or arrangement or transaction with its related parties which is not at arms length during financial year 2023-24.

(B) Details of material contracts or arrangement or transactions at arms length basis.

Sr. No. Name(s) of the related party	The nature of relationship Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangement/ transactions	Salient terms of the contracts or arrangements or transaction including the value, if any	Amount paid as advances
1 Harpreet Singh Malhotra	Remuneration paid	Five years	N.A.	N.A.
2 Harpreet Singh Malhotra	Rent paid	Recurring	N.A.	N.A.
3 Benu Malhotra	Remuneration paid	N.A.	N.A.	N.A.
4 Benu Malhotra	Rent paid	Recurring	N.A.	N.A.
5 Simar Malhotra	Employee-Employer	N.A.	N.A.	N.A.
6 Simar Malhotra	Rent paid	Recurring	N.A.	N.A.
7 Tiger Softech India Private Limited	Rent paid	Recurring	N.A.	N.A.
8 Brahma Suppliers Private Limited	Rent paid	Recurring	N.A.	N.A.

Date(s) of approval by the Board, if any: Not applicable, since the contract was entered into in the ordinary course of business and on arms length basis.

ANNEXURE IV TO THE BOARDS REPORT

CERTIFICATION BY CEO/MD & CFO (UNDER REGULATION 17 (8) OF LISTING

REGULATIONS), 2015

The Board of Directors Tiger Logistics (India) Ltd.

Dear members of the board,

We have reviewed the financial statements and the cash flow statement of Tiger Logistics (India) Ltd. for the year ended March 31st, 2024 and to the best of our knowledge and belief:

(a) (i) these statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading.

(ii) these statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial Reporting.

ANNEXURE V TO THE BOARDS REPORT

SECRETARIAL AUDIT REPORT Form No. MR-3

For the Financial Year ended 31st March, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appoint and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

TIGER LOGISTICS (INDIA) LIMITED

D-174, GF, Okhla Industrial Area,

Phase-1 New Delhi-110020

We have conducted the secretarial audit of the compliance of applicable statutory provision and adherence to good corporate practice by TIGER LOGISTICS (INDIA) LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the TIGER LOGISTICS (INDIA) LIMITED books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representative during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31st March 2024 complied with the statutory provision listed hereunder and also that the company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the TIGER LOGISTICS (INDIA) LIMITED ("the Company") for the financial year ended on 31st March 2024 according to the provisions of:

(i) The Companies Act 2013 (The Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity Share)Regulations, 2021 ;(Not applicable to the Company during the audit period);

e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulation, 2021 ;(Not applicable to the Company during the audit period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 ;(Not applicable to the Company during the audit period)and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 2018(Not applicable to the Company during the audit period).

We have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standard issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.

(b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that, having regard to the compliance system prevailing in the company and on examination of the relevant documents and records in pursuance thereof, on the test check basis, Company has compiled with the following laws applicable specifically to the Company:

- Multimodal Transportation of Goods Act, 1993

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

- The Company is registered under Carriage by Road Act, 2007 and Carriage by Road Rules, 2011. As per the provisions of Section 3(7)(c), Company is required to file such information or return as prescribed within one hundred and twenty days after the thirty-first day of March every year but the Company has not filed any information or the required return annually.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in composition of the Board of Directors that took place during the period under review were carried out in compliance with provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda item before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting Membersviews are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure A and form an integral part of this report.

ANNEXURE VII TO THE BOARDS REPORT CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To

The Members,

Tiger Logistics (India) Limited D-174, GF, Okhla Industrial Area,

Phase-1 New Delhi-110020

I have examined the relevant registers, records, forms, returns and disclosures received from the directors of Tiger Logistics (India) Limited having CIN:L74899DL2000PLC105817 and having registered office at D-174, GF, Okhla Industrial Area, Phase-1, New Delhi-110020, India (hereinafter referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Clause 10 (i) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the board of the Company as stated below for the financial year ending on 31st March, 2024, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No. Name of the Directors	Director Identification Number	Date of appointment in the Company	DIN Status
1 Mr. Harpreet Singh Malhotra	00147977	23/05/2000	Approved
2 Ms. Benu Malhotra	00272443	23/05/2000	Approved
3 Ms. Surjeet Kaur	03094598	16/02/2013	Approved
4 Mr. Praneet Kohli	06617042	01/07/2013	Approved
5 Mr. Sanjay Chopra	03099540	01/04/2022	Approved
6 Mr. Rajesh Kumar Gupta	08952320	05/12/2022	Approved

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these, based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.