Your Directors take pleasure in presenting the 17th Annual Report on the business and
operations of the company together with the audited Financial Statements along with the report
of Auditors for the financial year ended March 31,2024.

FINANCIAL PERFORMANCE

The Financial Results and performance of your Company for the year ended 31st March, 2024
is summarized below;

(Rs. In Lacs)

Note : As the members are aware, a Scheme of Arrangement, contemplating the demerger /
transfer of Warehouse Division of DRS Dilip Roadlines Limited, being the Demerged Company,
into your Company, i.e, the Resulting Company, with effect from 01.04.2022, (Appointed Date),
was sanctioned by the Hon’Ble NCLT, Hyderabad Bench vide its Order, dated 17.08.2023, The
said transfer has been effected in the books of accounts / financial statement of the Company
and accordingly reflected in the figures stated above.

PERFORMANCE SUMMARY AND STATE OF AFFAIRS

For the Financial year 2023-24, your company recorded a turnover of Rs. 2000.40 lacs and
incurred a net loss of Rs.248.49 Lakhs as compared to the previous year’s (2022-23) turnover
of Rs.1662.45 Lakhs and net loss of Rs.68.89 Lakhs.

Revenue Break up of our operational Income for the FY ended 2023-24 is as hereunder:

^(1> Others include revenue from Marketing Services, International Shipment, Lorry Hire Charges for
Previous Year and Marketing Services, International Shipment for current Year.

The increase in the current’s year turnover is on account of a mix of warehouse and
transportation services.

TRANSFER TO RESERVES:

We do not propose any amount to be transferred to the Reserves for the current Financial Year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY:

Save and except as stated elsewhere in this Report and as stated hereunder, there have been
no material changes and commitments affecting the financial position of the company between
the end of the financial year and the date of this report.

CORPORATE RESTRUCTURING:

As you are aware, and as notified to you from time to time, a Scheme of Arrangement,
contemplating the demerger / transfer of Warehouse Division of DRS Dilip Roadlines Limited,
being the Demerged Company, into your Company , i.e, the Resulting Company, with effect
from 01.04.2022, (Appointed Date), subsequent upon various regulatory and statutory approvals
has been sanctioned by the Hon’Ble NCLT, Hyderabad Bench vide its Order, dated 17.08.2023,
certified copy of which was issued on 27.09.2023. Post sanction formalities have been
undertaken and completed. Further pursuant to the said Scheme your Company has issued /
allotted 75,31,201 equity shares of Rs.10 each in its share capital to the shareholders of DRS
Dilip Roadlines Limited, in the ratio of 1:2, i.e, one equity share of Rs.10 each for every two
shares held in DRS Dilip Roadlines Limited. The entire pre-demerger paid up capital held by
DRS Dilip Roadlines Limited in your Company stands cancelled and extinguished. Further, DRS
Cargo Movers Limited has received listing / trading approval of its securities on the SME
segment of NSE (NSE Emerge) effective 10.04.2024.

NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the FY ended 31^st
March, 2024. However, at micro level, the Company proposes to focus on the business
activities as contemplated in the Scheme of Arrangement.

DIVIDEND

Your Board of Directors have decided to adopt a cautious approach and preserve the reserves
within the Company. In this backdrop, the Board of Directors felt it prudent not to recommend
any Dividend for the financial year ended 31st March, 2024.

MAJOR EVENTS DURING THE YEAR UNDER REVIEW:

1. Conversion:

As contemplated in the said Scheme of Arrangement and further upon the Special
Resolution passed by the members for conversion of the Company from Private Limited
to Public Limited in their EGM held on 27.09.2023, the status of your Company stands
changed to Public Limited. A Certificate of Incorporation consequent upon conversion
to Public Company, was issued by the Registrar of Companies on 20.10.2023.

2. Name Change:

As contemplated in the said Scheme of Arrangement and further upon the Special
Resolution passed by the members of the Company for change of name of the Company
in their EGM held on 28.10.2023, the name of the Company was changed to its present
name, DRS Cargo Movers Limited. A Certificate of Incorporation pursuant to change of
name was issued by the Registrar of Companies on 13.11.2023.

3. Authorised Share Capital:

As contemplated in the said Scheme of Arrangement and further upon the Special
Resolution passed by the members of the Company in their EGM held on 27.09.2023,
the authorised share capital of the Company stands increased form Rs.1.25 Crores to
Rs.11.25 Crores.

CAPITAL STRUCTURE:

The capital structure of the Company as on March 31, 2024 stands as mentioned below:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is duly constituted.

During the FY 2023-24, the following changes took place in the office of Directors/ Key
Managerial Personnel of the Company.

• Mr. Sudhakar Venkata Nagarakanti (DIN: 10287668) appointed to the office of Additional
Director (Non- Executive ) of the company effective 17.08.2023 and subsequently to the
office of Director by the members in their Extra Ordinary General Meeting.

• Mr. Anjani Kumar Agarwal (DIN: 00006982) appointed to the office of Managing Director
of the Company effective 27.09.2023 and subsequently approved by the members in
their Extra Ordinary General Meeting.

• Mr. Sridharan Chakrapani (DIN: 09336138) appointed to the office of Additional Director
(Independent Category) of the Company effective 27.09.2023 and subsequently to the
office of Independent Director for a term of five years effective 27.09.2023.

• Mr. Durga Prasad Vajjha (DIN: 10275174) appointed to the office of Additional Director
(Independent Category) of the Company and subsequently to the office of Independent
Director for a term of five years effective 27.09.2023.

• Mr. C S Raghunandan appointed to the office of CFO of the Company effective
27.09.2023.

• Mr. T Siva Rama Krishna (A59530) appointed to the office of Company Secretary of the
Company effective 27.09.2023 and subsequently resigned effective 17.11.2023.

• Ms. Vandana Modani (A53323) appointed to the office of Company Secretary of the
Company effective 17.11.2023 in place of Mr. T Siva Rama Krishna.

Composition of our Board of Directors is as follows:

Executive Director:

Other Directors:

Further pursuant to the provisions of Section 152 of the Companies Act, 2013, and in
accordance with the provisions of the Articles of Association of the Company, Mr. Sanjay
Agarwal (Non-Executive Director) retired by rotation in the AGM held on 30^th December, 2023
and was reappointed thereat.

Further pursuant to the provisions of Section 152 of the Companies Act, 2013, and in
accordance with the provisions of the Articles of Association of the Company, Mr. Sudhakar
Venkata Nagarakanti (DIN:10287668), (Non-Executive Director) retires by rotation and being
eligible, offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received respective declarations from both its Independent Directors
confirming that they meet the criteria of independence as prescribed under sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (LODR) Regulations,
2015. There has been no change in the circumstances affecting their status as independent
directors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, both the Independent Directors of your
Company have got their names included in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs.

Independent Directors of your company have duly met during the year (on 18.05.2023) to
discuss the performance of the Non-Independent Directors and the board as whole. both the
independent Directors were present during the meeting.

In the opinion of the Board, both the Independent Directors of the Company possess integrity,
expertise, and experience justifying their respective office.

COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under
the Companies Act, 2013, The Committees were reconstituted in view of changes among
Directors.

The composition of committees of the Board are hereunder:

Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

Internal Complaints Committee

BOARD EVALUATION

The performance evaluation of all the Directors and that of the Board as a whole and its
committees was conducted based on the criteria and framework adopted by the Board.

The Nomination and Remuneration Committee carried out independent evaluation of every
Director’s performance. The outcome of the board evaluation for the FY 2023-24 was discussed
by the said committee as well as by the Board.

In line with effective governance requirements, the Board reviews its own performance annually
using a pre-determined template designed as a tool to facilitate the evaluation process. The
assessment was built around the functioning of the Board as a whole, its committees and also
the evaluation of Individual Directors. The self-assessment format considered performance
effectiveness with regard to Board composition, expertise, dynamics, strategic oversight, risk
management and internal control, succession planning and leadership.

The Independent directors reviewed the performance of Non-Independent Directors and the
Board of the Company. Further, the performance evaluation of Independent Directors was
carried out by the entire Board, excluding the director being evaluated. Further, feedback forms
are also obtained from the Directors as an additional source of performance evaluation of each
of the Directors. Standard parameters such as attendance, acquaintance with business,
communication inter se Board members, effective participation in Board deliberations,
compliance with code of conduct, general thought process and inputs etc., are adopted in the
process of evaluation.

POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION, ETC.,

The Policy for selection of Directors including qualifications, positive attributes and
independence of a director evaluation mechanism has been revised and adopted by the Board.

The following policies, are attached herewith and marked as Annexure -III and IV respectively:

a) Policy for selection of Directors including qualifications, positive attributes and
independence of a director evaluation mechanism.

b) Remuneration Policy for Directors, Key managerial Personnel and other employees.
Further, it is confirmed that the Company has not paid any remuneration to its Non¬
Executive Directors, apart from the Sitting Fee for each Meeting of the Board /
Committee attended by them.

Further, the Board, on the recommendation of the Nomination and Remuneration Committee,
shall review and approve the remuneration payable to the Non -Executive Directors of the
Company within the overall limits approved by the shareholders, if any.

MEETINGS OF THE BOARD OF DIRECTORS

The Board has duly met 16 times during the Financial Year 2023-24, i.e.; 18.05.2023,
22.05.2023, 10.08.2023, 12.08.2023, 16.08.2023, 17.08.2023, 17.09.2023, 27.09.2023 (2 Times
in a day), 26.10.2023, 13.11.2023, 17.11.2023, 25.11.2023, 06.12.2023, 15.02.2024,
19.03.2024 The intervening gap between any two consecutive board meetings was within the
period prescribed under the provisions of the Companies Act, 2013.

Directors attendance during the FY 2023-24:

* appointed to the office of Additional Director (Non- Executive Category) of the company,
effective 17.08.2023.

** appointed to the office of Additional Director (Independent Category) of the Company,
effective 27.09.2023.

The Company has pan India operations, having offices, warehouses and transhipment hubs
cum depots spread in different cities and towns. Keeping the said in view, we have adopted
policies and procedures which enables implementation of appropriate internal financial controls
across the organization. It ensures orderly and efficient conduct of business, including
adherence to the Company’s policies, safeguarding of its assets, prevention and detection of
fraud, error reporting mechanism, accuracy and completeness of accounting records, and timely
preparation of reliable financial disclosures. Internal Financial Controls are an integral part of the
Risk Management Process, addressing financial and financial reporting risks. The Internal
Financial Controls have been documented, digitized and embedded in the business process.
Assurance on the effectiveness of the Internal Financial Controls is obtained through our
management reviews, control self-assessment, continuous monitoring by functional experts as
well as testing of the Internal Financial Control systems by the Internal Auditor during the course
of audits. We believe that these systems provide reasonable assurance that our Internal
Financial Controls are commensurate with the requirements of our organization.

AUDITORS
Statutory Auditors:

As the members are aware, at the 16th Annual General Meeting (AGM) held on 30.12.2023.
M/s M. Anandam & Co., Chartered Accountants, Hyderabad were appointed as Statutory
Auditors of the Company for a period of 5 years, to hold the office as such till the conclusion of
21^st AGM.

Pursuant to the aforesaid, the Statutory Auditors would continue to hold the office as such for
the ensuing FY. The Statutory Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company.

Auditors Observation(s):

As regards the accounting software being used by the Company, we would like to assure that
the same is a robust software containing all the compatible features in compliance with the
provisions of Law. As a matter of fact, the same is also being upgraded in order to be future
ready. It operated throughout the year and there was no instance of any tampering thereto.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms. Sravanthi Gadiyaram, Practising Company Secretary (ACS No. 25754 and CP
No. 25597), as a Secretarial Auditor of the company to undertake the secretarial audit of the
Company for the FY 2023-24.

The copy of Secretarial Audit Report is attached herewith and marked as Annexure - V
Secretarial Auditors’ Observations:

As far as delay in filing of Forms with the Registrar of Companies in certain instances, as
reported in the Secretarial Audit Report, it may be noted that the instances of delay were just
clerical in nature and self-explanatory. In view of the said, no further explanation is being
provided thereon.

Internal auditors:

The Board of Directors, based on the recommendations of the Audit Committee, has appointed
M/s. A Tibrewala & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of
the Company for the FY 2024-25.

COST RECORDS:

We confirm that the maintenance of cost records has not been specified by the Central
Government under section 148(1) of the Companies Act, 2013 and hence accounts and records
related thereto are not required to be made or maintained.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

During the financial year ended on 31^st March, 2024, your Company has not entered into any
transaction with related parties as envisaged under Section 188(1) of the Companies Act, 2013.

Pursuant to the Company’s Policy, the Related Party Transactions, if any are placed before the
Audit Committee and the Board for its respective approval.

The details of related party transactions which were entered into during the previous year’s/
current Financial Year are provided at Note No. 38 forming part of the Notes to Financial
Statements.

FIXED DEPOSITS:

Your Company has neither accepted nor repaid any deposits during the FY ended 31^st March,
2024.

Further, there were no outstanding deposits as at the beginning of the FY or at any time during
the FY 2023-24. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of
Companies (Accounts) Rules, 2014.

Further, the details of unsecured loans borrowed from Directors during the FY ended 31^st
March, 2024 and / or outstanding as on the said date are as hereunder:

Further, the said Directors had provided declaration(s) in writing that the amounts lent by them
are their own respective funds and not been given out of funds acquired by them by borrowing
or accepting loans or deposits from others.

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in
the prescribed format i.e. Form MGT -7 along with attachments is placed on the website of the
Company

www.drscargomovers.com and may be accessed at

https://www.drscargomovers.com/images/DRS-Cargo-Annual-Return-2023-24.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formalized the process and institutionalized ‘Whistle Blower
Policy’ within the Company. In terms of the provisions of Section 177 of the Companies
Act, 2013 whereby employees and other stakeholders can report matters such as generic
grievances, corruption, misconduct, illegality and wastage/misappropriation of assets
and other resources, to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides
direct access to the Chairman of the Audit Committee.

The details of the vigil mechanism are provided in the Annexure - VI to this Report.

RISK MANAGEMENT

A risk management policy has been devised and adopted by the Board.

Pursuant to the said policy, the Board (a) oversees and approves the Company’s enterprise¬
wide risk management framework and (b) oversees that all the risks that the organization faces
such as clientele, financial, liquidity, IT, legal, regulatory, reputational and other risks have been
identified and assessed and ensures that there is an adequate risk management mechanism in
place capable of addressing those risks.

The policy aims at sustainable business growth with stability and to promote a pro-active
approach in reporting, evaluating and resolving risks associated with the business.

SUBSIDIARIES / JOINT VENTURES OR ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary or Joint Venture or Associate Company as on the
close of financial year under report and even as on date.

HOLDING COMPANY:

As the members are aware, pursuant to the Scheme of Arrangement, the entire share capital of
the Company held by DRS Dilip Roadlines Limited (the erstwhile Holding Company) and its
nominee stands cancelled and subsequently upon allotment of shares to the eligible
shareholders of DRS Dilip Roadlines Limited, the shareholding of DRS Dilip Roadlines Limited
is reduced to zero. Thus, as on date of this report, DRS Dilip Roadlines Limited does not stand
as your Company’s Holding Company.

'MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the
Management Discussion and Analysis is set out in Annexure - II to this Report.

DISPATCH OF ANNUAL REPORTS

In compliance with the applicable provisions, we shall dispatch the Annual Report for the FY
2023-24 in electronic format to all our members whose e-mail addresses are registered and
updated with our Registrar & Transfer Agents. To all the other members, the Annual Report will
be sent in physical format.

LISTING & TRADING

Our Equity Shares are Listed on NSE Emerge (SME Platform of NSE india Limited,
Mumbai).The Listing Fee for the financial year 2024-25 has been duly paid.

Symbol: DRSCARGO
ISIN: INE0QZM01018

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in
respect of our employees, is annexed herewith and marked as Annexure -VII (i).

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors,
Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limits
prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2)
(i) & (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 i.e.Rs.8.5 lakhs per month or Rs.1.02 Crores per annum

Further, details of top ten employees in terms of remuneration drawn during the financial year
ended 31st March, 2024 as required under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are
annexed herewith and marked as Annexure - VII (ii), which includes details of employee who
was in receipt of remuneration in excess of that drawn by the Managing Director or Whole Time
Director of the company pursuant to Rule 5(2)(iii) of the said Rules.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any guarantee / security to any person as contemplated under
Section 186 of the Companies Act, 2013, during the FY 2023-24.

Further, details of loans / advances are provided at Note No.18, under the head " Short term
Loans and advances” in the attached Financial Statements and hence may be referred thereat.

Further, details of investments made during the FY 2023-24 and outstanding as at the end of
said FY are provided at Note No.14, under the head " Non Current Investments” in the attached
Financial Statements and hence may be referred thereat.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of
the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31^st March, 2024, the
applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;

b. the Directors have selected such accounting policies as mentioned in Notes to the
Financial Statements and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting
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 annual accounts have been prepared on a going concern basis; and

e. proper internal financial controls were in place and that such internal financial controls
are adequate and were operating effectively.

f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the going concern
status of your Company and its future operations. Further, we confirm that there were no
instances of fraud to be reported by the Auditors vide their Report for the FY 2023-24

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORK PLACE:

We strongly support the rights of all our employees to work in harassment - free environment.
We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘’POSH Act”) and the Rules made thereunder. The policy
aims to provide protection to employees at the workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.

Further, we have in place a committee under the name and style "Internal Complaints
Committee” in compliance of POSH Act, which looks into various matters concerning
harassment, if any, against women at workplace, addresses concerns and complaints of sexual
harassment and recommends appropriate action.

We further confirm that during the year under review, there were no cases filed pursuant to the
said Act.

CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not fall within any of the parameters specified under the provisions of
Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant
to Section 134(3) (o) is Not Applicable.

SECRETARIAL STANDARDS:

We confirm that applicable secretarial standards i.e., SS-1 and SS-2 relating to ‘Meeting of the
Board of Directors’ and ‘General Meetings’ respectively, have been duly complied by the
Company.

INSURANCE:

All properties and insurable interests of the Company have been fully insured.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016.

No corporate insolvency resolution processes were initiated against the Company under the
Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

Not applicable (As there were no instances of one-time settlement with the Banks or financial
institutions during the year under review).

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange
Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 are given in the Annexure -1 and forms part of this
report.

ACKNOWLEDGEMENTS:

The directors of your company express their gratitude to the bankers, government agencies
and the shareholders of the company for their continuous support.

For and on behalf of the Board
For DRS Cargo Movers Limited

Sd/- Sd/-

Anjani Kumar Agarwal Sanjay Agarwal

Managing Director Director

DIN:00006982 DIN:00204750

Address: Plot No.25/a Address: Plot No.25/a

Janakpuri Colony Gunrock, Janakpuri Colony Gunrock,

Near Narne Estate Karkhana Near Narne Estate Karkhana

Hyderabad- 500009 Hyderabad- 500009

Place: Hyderabad
Date: 30/08/2024

1

appointed to the office of Additional Director (Independent Category) of the Company,
effective 27.09.2023.