Directors Report of Snowman Logistics Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Thirty-Second Annual Report of Snowman Logistics Limited
("the Company") together with the audited financial statements for the financial year ended 31 March 2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The Financial results of operations of the Company for the Financial Year ended March 31,2025 ("FY 2024-25") have
been as under:

Particulars	FY 2024-2025	FY 2023- 2024
Income
Revenue from contracts with customers	55,253.45	50,337.09
Other Income	423.78	676.89
Total income	55,677.23	51,013.98
Expenses
Cost of raw material and components consumed	17,196.28	13,521.17
Change in inventory of finished goods and work-in-progress	(296.58)	(449.93)
Operating Expenses	19,908.13	18,508.44
Employee benefit expenses	3,943.51	3,655.75
Other expenses	5,573.24	4,946.65
Depreciation and amortization expenses	6,307.63	5,927.28
Finance costs	2,445.55	2,379.97
Total expenses	55,077.76	48,489.33
Profit before tax	599.47	2,524.65
Tax expense	30.39	1,253.88
Profit after tax	569.08	1,270.77
Other comprehensive income (net of tax)	(4.03)	43.51
Total comprehensive income (net of tax)	565.05	1,314.28
Earnings per share (before and after extraordinary item) (of Re.1 each)
- Basic earnings per share (amount in Rs.)	0.34	0.76
- Diluted earnings per share (amount in Rs.)	0.34	0.76
Nominal value per share (amount in Rs.)	10.00	10.00

The above audited financial results of the Company have been reviewed by the Audit Committee and approved by the
''Board of Directors'' ("the Board") of the Company at their meetings held on May 26, 2025. The statutory auditors have
issued an unqualified report thereon. The financial statements for FY 2024-25 have been prepared in accordance with
Indian accounting standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 (as
amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013,
(Ind AS compliant Schedule III), as applicable to the financial statements read with Section 133 of "the Companies
Act, 2013" ("the Act") and other relevant provisions of the Act. There are no material departures from the prescribed
norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been
consistently applied. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

OPERATIONS AND BUSINESS OVERVIEW AND PERFORMANCE

Operations

Snowman Logistics Limited continues to lead the Indian cold chain logistics sector, backed by state-of-the-art
infrastructure and a deep commitment to operational excellence. In response to the rapidly evolving demands of
the warehousing and cold chain industry, the company has strategically strengthened its capabilities by integrating
advanced technologies, enhancing automation across processes, and expanding its fleet with new-age, energy-
efficient refrigerated vehicles. Snowman now operates a larger and more optimized network of temperature-controlled
warehouses and distribution hubs, ensuring end-to-end integrity of the cold chain. Our services, including storage,
inventory management, order processing, and last-mile delivery, are powered by real-time monitoring systems and
data-driven tools that improve accuracy and transparency.

The Indian logistics industry has witnessed a strong shift towards digitization, sustainability, and integrated supply
chain models-trends that Snowman has proactively embraced. By enhancing our technological capabilities and
modernizing operational processes, we have significantly improved visibility, optimized turnaround times, and
strengthened overall service reliability. Through these initiatives, Snowman Logistics remains a dependable partner
across industries such as food, pharmaceuticals, QSR, retail, and FMCG, delivering high-quality, compliant, and cost-
effective solutions tailored to client needs.

Business Overview

Snowman Logistics is a leading provider of integrated cold chain logistics solutions in India, specializing in the
storage, transportation, and distribution of temperature-sensitive goods. Over the past year, the company has
continued to strengthen its presence across key markets, responding proactively to evolving industry dynamics and
growing customer expectations. To support this growth, Snowman has made strategic investments in infrastructure
and operational enhancements, including the expansion of its fleet and warehousing capacity. These initiatives have
enabled us to offer more efficient, scalable, and reliable logistics services across a broad range of sectors such as
food, pharmaceuticals, retail, QSR, and FMCG.

In line with the industry''s move toward modernization, Snowman has upgraded its internal systems and processes
to improve operational efficiency, service accuracy, and real-time responsiveness. These advancements ensure
that we remain agile and well-positioned to meet the complex logistics needs of our clients in a rapidly changing
environment. As we continue to expand our reach and capabilities, Snowman remains committed to delivering high-
quality, compliant, and customer-centric logistics solutions, maintaining our position as a trusted partner in the
Indian cold chain industry.

Performance Overview

Snowman Logistics Limited has demonstrated resilient growth and operational excellence in the financial year ended
March 31, 2025, solidifying its standing as a leading cold chain logistics service provider in India.

The Company reported a 9.77% year-on-year increase in revenue from operations, reflecting successful execution of
its strategic expansion plans and a strengthened presence in key markets. Within this, the Trading and Distribution
Services segment registered a robust growth of 26.38%, driven by heightened market demand and effective
penetration strategies. The Transportation Services segment recorded an 8.9% increase in revenue, indicative of
stable performance and optimized service delivery across the network.

Operationally, the Company continued to strengthen its infrastructure and service capabilities. The Cheemasandra
warehouse received an AA grade under the BRCGS Certification, reaffirming Snowman''s commitment to
internationally benchmarked quality and safety standards. Further, the Company augmented its warehousing
capacity with the addition of two state-of-the-art, company-owned, temperature-controlled facilities in Kolkata and
Krishnapatnam, offering capacities of 5,630 and 3,927 pallets, respectively. With these additions, Snowman''s total
installed pallet capacity rose to 150,754, representing a 6.61% year-on-year increase.

These new facilities incorporate advanced automation and monitoring systems to enhance operational efficiency and
ensure compliance with stringent quality requirements across a broad spectrum of industries, including seafood, ice
cream, dairy, ready-to-eat meals, quick service restaurant (QSR) items, bakery, confectionery, fruits and vegetables,
and pharmaceuticals.

The Company sustained a capacity utilization rate of 91%, consistent with the prior year, indicating stable demand
and effective asset utilization. In parallel, the Company expanded its fleet by 6.86% year-on-year, further strengthening
its logistical capabilities and responsiveness across the country.

These achievements underscore Snowman Logistics'' continued focus on delivering high service standards, scaling
infrastructure responsibly, and reinforcing its leadership in India''s cold chain logistics sector. Through ongoing
investments in technology, infrastructure, and fleet enhancement, the Company remains well-positioned to capture
emerging growth opportunities and deliver long-term value to its stakeholders.

REVIEW OF ANNUAL FINANCIAL STATEMENT AND THE STATE OF COMPANY''S AFFAIRS

During the period under review, the Company reported a revenue of ?55,253.45 lakhs, representing a growth of
9.77% compared to the previous financial year''s revenue of ?50,337.09 lakhs. This revenue was primarily driven
by the Company''s Warehousing and Transportation services. The Earnings Before Interest, Tax, Depreciation, and
Amortization (EBITDA) for the year was ?9,352.65 lakhs, as compared to ?10,831.90 lakhs in the previous financial
year.

The Profit Before Tax (PBT) for the period was ?599.47 lakhs, as compared to ?2,524.65 lakhs in the previous financial
year. The Profit After Tax (PAT) for the period amounted to ?569.08 lakhs as against ?1,270.77 lakhs in the previous
financial year, with the corresponding Earnings Per Share (EPS) standing at ?0.34, compared to ?0.76 in the previous
financial year.

Accounting Method

The Annual Audited Financial Statements of the Company have been prepared in strict compliance with Section 129
of the Companies Act, 2013 ("the Act") and in conformity with the Indian Accounting Standards ("Ind AS") as notified
under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and other applicable provisions of
the Act, as well as the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"). The Financial Statements have been prepared on a going concern
basis.

There are no material deviations from the prescribed norms stipulated by the applicable accounting standards in
the preparation of the Annual Financial Statements. The accounting policies followed by the Company have been
consistently applied, except where the adoption of a newly issued accounting standard necessitated a revision in the
previously adopted accounting policy. The management regularly reviews the applicability and impact of accounting
standards, including any amendments thereto, on an ongoing basis.

Credit Ratings

The Company holds a credit rating of IND A / Stable for its Term Loans and IND A / Stable / IND A1 for Fund-
Based Working Capital Limits, as assigned by India Ratings & Research Private Limited ("India Ratings"). These credit
ratings reflect the Company''s strong financial profile, characterized by its low leverage, strong debt coverage, and a
high degree of safety in terms of timely servicing of its financial obligations.

For detailed credit rating information, please visit the Company''s website at https://snowman.in/investor-relations
and the websites of the stock exchanges where the equity shares of the Company are listed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the
management discussion and analysis report for the year under review is annexed as "Annexure-A" to this report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business or operations of the Company during the financial year under
review.

SHARE CAPITAL & RESERVES

There was no change in the authorized share capital of the Company during the FY 2024-25. It stood at 2,50,00,00,000/-
(Rupees Two Fifty Crore only) as on March 31, 2025.

The paid-up equity share capital of your company is 1,67,08,79,950/- (Rupees One Sixty Seven Crore Eight Lakhs
Seventy Nine Thousand Nine Hundred and Fifty Only) divided into 16,70,87,995 equity shares of Rs.10/- each. There
were no changes during the year.

The Company has carried forward profit amounting to Rs. 569.08 Lakhs, earned during the year, to the Reserves. The
Company had accumulated profits Rs. 4,086.07 Lakhs as at March 31, 2025.

DIVIDEND

The Company has declared and paid an interim dividend of Re. 1.00/- per equity share of face value of Rs.10/- each
amounting to Rs. 1,670.88 Lakhs, subject to deduction of TDS, for the financial year 2024-25. The Interim dividend
pay-out is in accordance with your Company''s dividend distribution policy and is paid out of free reserves available
for this purpose. Your Company does not recommend Final Dividend for the financial year 2024-25.

DEPOSITS

During FY 2024-25, the company has not accepted deposits within the meaning of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014. As such no amount of deposit or interest thereon is outstanding
as on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report, the Board of Directors of the Company comprises 8(Eight) Directors of which four are Non¬
Executive Independent Directors in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013 including any statutory modification(s)/
amendment(s) thereof for the time being in force.

Further all the Directors of the Company have given the declaration that they are not debarred from being appointed
/ re-appointed or continuing as Director of the Company by the virtue of any Order passed by the SEBI, Ministry
of Corporate Affairs or any such Statutory Authority. All the Independent Directors meets / fulfills the criteria /
conditions of Independence as prescribed under the Companies Act and Listing Regulations and are Independent of
the Management of the Company.

Further in pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from Mr. Nagendra D. Rao,
Practicing Company Secretary (Membership No FCS 5553, CP No. 7731), confirming that none of the Directors on
the Board of the Company for the Financial Year ending on 31 March, 2025 are debarred or disqualified from being
appointed or continuing as Directors of the Companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, or any such other Statutory Authority. A copy of the Certificate is enclosed as "Annexure-B".

The Company has received declaration from all the Independent Directors confirming that they meet the criteria
of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and
rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

During the year under review, the shareholders of the Company at its 31st Annual General Meeting approved the
Re-appointment of Mr. Samvid Gupta (DIN 05320765) as Non-Executive Director of the Company, liable to retire by
rotation.

All the Non-Executive Directors have extensive business experience and are considered by the Board to be independent
in character and judgment of the management of the Company and free from any business or other relationship,
which could materially interfere with the exercise of their independent judgment and had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board / Committee of the Company.

Mr. Sunil Prabhakaran Nair resigned from the position of Chief Executive Officer & Whole-time Director of the
Company on September 24, 2024 and ceases to hold the office w.e.f. November 30, 2024.The Nomination and
Remuneration Committee recommended Mr. Padamdeep Singh Handa (DIN 10809817) to be appointed as the Chief
Executive Officer & Whole-time Director on September 24, 2024 and the Shareholders of the Company also approved
the Appointment of Mr. Padamdeep Singh Handa (DIN 10809817) as Chief Executive Officer & Whole-time Director
of the Company through Postal Ballot for a period upto September 30, 2027 with effect from December 01, 2024.

During the year under review, except than above mentioned there is no change in Directorship & Key Managerial
Personnel(s) of the Company.

(b) Key Managerial Personnel and changes, if any

As at March 31,2025, the following are the KMPs of the Company:

- Mr. Padamdeep Singh Handa, CEO & Whole-Time Director*

- Mr. N Balakrishna, Chief Financial officer

- Mr. Sohan Singh Dhakad, Company Secretary & Compliance Officer**

* Mr. Sunil Prabhakaran Nair, CEO & Whole-Time Director retired with effect from closing business hours of November
30, 2024.

** Mr. Kiran George, Company Secretary & Compliance Officer retired with effect from closing business hours of April
30, 2024 and Mr. Sohan Singh Dhakad was appointed as Company Secretary & Compliance Officer w.e.f. 01st May,
2024.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, The Board at its meeting held on February 03rd, 2025 carried out an annual evaluation of its own
performance, performance of directors including chairperson, managing directors and its committees in accordance
with the applicable provisions of the Act and the SEBI Listing Regulations. The Board''s performance was assessed
after receiving feedback from all the directors on the basis of criteria such as composition, structure, effectiveness
of processes information, functioning, etc. The committees'' performance was assessed after receiving feedback
from the committee members on the basis of criteria such as composition, terms of reference, effectiveness of
committee meetings, etc.

The performance evaluation of non-independent directors, board as a whole and the chairperson were evaluated at
a separate meeting of the independent directors held on February 03rd, 2025. The same was also discussed in the
meeting of the Board. The performance evaluation of independent directors was done by the entire Board, excluding
the independent director being evaluated.

The evaluation was conducted through a structured questionnaire prepared separately for the board, board
committees and directors including chairperson and managing directors. Based on the above the performance of
the Board was evaluated through the ratings given by each Director based on the structured questionnaire that was
prepared after considering the approved criteria such as the Board composition and structure, effectiveness of
board processes, contribution towards development of the strategy etc.

The performance of the committees was also evaluated by the Board after seeking inputs/ratings from the committee
members on the basis of the approved criteria such as the composition of committees, effectiveness of committee

meetings etc. The Board deliberated and found that the overall performance of individual directors and the Board as
a whole and its committees were satisfactory.

The Directors expressed their satisfaction with the evaluation process. The Board also noted that the Independent
Directors fulfills the independence criteria as specified in the Listing Regulations and are Independent of the
Management of the Company.

NUMBER OF THE BOARD MEETINGS

During the year under review, 6 (Six) Board Meetings were convened and held in accordance with the provisions of
the Act and the details of which are given in the corporate governance report, which forms part of this report. The
maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. Further, Number of
Board committee Meetings including the date of the Meeting and attendance thereof by each director during the year
is given in Report on Corporate Governance that forms part of this Annual Report.

COMMITTEES OF THE BOARD

During the year under review, the Board had the following six committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder''s Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

f) Finance Committee

The details of the compositions, powers, roles, terms of reference etc. of the said committees are given in the
corporate governance report, which forms part of this report. During the year, all recommendations made by the
committees were approved and adopted by the Board.

DIRECTORS & OFFICERS LIABILITY INSURANCE

The Company has in place Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent
Directors) and members of the Senior Management Team for such quantum and risks as determined by the Board in
line with Regulation 25(10) of the SEBI Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is
hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting
standards read with requirements set out under schedule III to the Act have been followed and there are no
material departures from the same;

b) 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 that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) 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

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

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended from time to time, have complied with all the mandatory requirements relating to Corporate governance as
stipulated in Para C of Schedule V of Listing Regulation .A detailed report on corporate governance practices followed
by the Company together with the certificate from the Practicing Company Secretary confirming compliance of the
Conditions of Corporate Governance as stipulated in Para E of Schedule V of the SEBI Listing Regulations forms part
of this report as "Annexure - C".

AUDITORS AND AUDITORS'' REPORT

a) STATUTORY AUDITORS AND AUDITORS REPORT:

Pursuant to Provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s S.R.
Batliboi & Co. LLP (Firm Registration number 301003E/E300005), Chartered accountants were re-appointed
as statutory Auditors of the Company from the Conclusion of the twenty-ninth Annual General Meeting of the
company held on 20th September, 2022 till the conclusion of the thirty-fourth Annual General Meeting to be held
in the Calendar year 2027. Auditors have confirmed that they are not disqualified for continuing as auditors of
the Company.

The notes on financial statements referred to in the auditors'' report are self-explanatory and do not call for
any further comments. The auditors'' report does not contain any qualification, reservation, adverse remark or
disclaimer.

b) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT 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 Secretarial Audit for the FY 2024-25 has been carried
out by Mr. Nagendra D Rao, Practicing Company Secretary. The Secretarial Audit Report submitted by them
in the prescribed form (i.e. MR-3) is attached as "Annexure - E" and forms part of this report. There are no
qualifications or observations or adverse remarks or disclaimer of the Secretarial auditors in the report issued
by them for FY 2024-25, which call for any explanation from the Board.

c) COST AUDIT & RECORDS:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore cost audit has not been
conducted for the financial year 2024-25 and records are not maintained.

d) INTERNAL CONTROL AND INTERNAL AUDIT:

The Board on the recommendation of Audit Committee had appointed M/s S.P. Chopra & Co. Chartered
Accountant as its Internal Auditors of the Company. The Internal Auditors report to the chairman of the Audit
committee.

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 so as to meet the challenges of the business.

e) REPORTING OF FRAUDS BY AUDITORS

During the year, there have been no instances of fraud reported by the Auditors to the Audit Committee of the
Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

CEO & CFO CERTIFICATION

The CEO & Whole-time Director and the Chief Financial Officer ("CFO") of the Company have given annual certification
on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations,
copy of which annexed as "Annexure - F”. The said annual certificate was placed before the Board at its meeting
held on May 26, 2025.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24(A) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other
provisions as may be applicable, the Company has obtained the Secretarial Compliance Report from Mr. Nagendra D
Rao, Practicing Company Secretary for the FY 2024-25.The report is annexed herewith as "Annexure - G”.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a policy on ''Corporate Social Responsibility'' ("CSR"), in line with Schedule VII of the Act and the
same has been posted on the website of the Company at https://snowman.in/investor-relations/. In FY 2024-25,
the Company spent Rs. 33.00 Lakhs (inclusive of administrative overheads) on CSR activities. The particulars of
Corporate Social Responsibility (CSR) activities are given in the Form, which is annexed as "Annexure - H”, which
forms part of this report.

POLICIES OF THE COMPANY

NOMINATION, REMUNERATION AND BOARD EVALUATION POLICY

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, The Nomination, Remuneration
Policy of the Company which lays down the criteria for deter and Board Evaluation Policy contains the criteria for
determining qualifications, positive attributes and independence of a director and policy relating to the remuneration
for the directors, key managerial personnel and other employees of the Company is available on the Company''s
website: https://snowman.in/investor-relations/.

RISK MANAGEMENT COMMITTEE & POLICY

Your Company has adopted risk management policy, to identify, evaluate, monitor and minimize identifiable risks.
The aim of the Risk Management policy is to maximize business potential while minimizing the risks/adversities, to
ensure sustainable business growth with stability.

Board of Director of the Company has constituted Risk Management Committee, which is responsible for ensuring
that the Company maintains effective risk management and internal control systems and processes, and provides
regular reports to the Board of Directors on the effectiveness of the risk management program in identifying and
addressing material business risks. Risk Management Policy can be accessed by clicking on the Company''s website
https://snowman.in/investor-relations/.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

As required by Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board
& Its Power) Rules, 2014 and Corporate Governance under SEBI (Listing Obligations & Disclosure requirements)
Regulations, 2015 as amended, The Company has a vigil mechanism in place named as Whistle Blower Policy to
report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of
conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted
on the website of the Company at https://snowman.in/investor-relations/.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated a Dividend Distribution Policy which has been approved by the Board. In terms of
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the policy is hosted on the website of the Company at
https://snowman.in/investor-relations/.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel
have affirmed compliance with the Company''s code of conduct for directors and senior management on an annual
basis. The code of conduct is also placed on the website of the Company at https://snowman.in/investor-relations/.

CODE ON PREVENTION OF INSIDER TRADING

The Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of
Insider Trading) Regulations, 2015 as amended. The Policy lays down the guidelines and procedures to be followed,
and disclosures to be made while dealing with the shares of the Company along with consequences for violation.
The policy is formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest
level of ethical standards while dealing in the Company''s securities. The policy is amended to bring it in line with the
provisions of the prevailing regulations, from time to time. The Company also adopts 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. Mr. Sohan Singh Dhakad, Company
Secretary is the Compliance Officer under the Code.

In compliance to the SEBI PIT Regulations, the Company has a robust Code of Conduct to prohibit and monitor
insider trading in the Company, which is strictly followed within the Company and the reporting is done to the Audit
Committee/Board at regular intervals. The code is hosted on the website of the Company at https://snowman.in/
investor-relations/.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY
PROVIDED BY THE COMPANY

The particulars of Loans, guarantees and investments under section 186 have been disclosed in the financial
statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section 188 (1) of the Companies Act,
2013 are given in form AOC-2, which is annexed to this report as "Annexure - I". Details of policy determining
material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the
Company''s website https://snowman.in/investor-relations/.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025 is available
on the Company''s website at https://drive.google.com/fileM/1t-F5GMETB54gKQWgn_TNGbeXvZ58BSre/view.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THIS REPORT

In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this report/ annual report, no material
changes and commitments affecting the financial position of the Company have occurred between the end of the
financial year and the date of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company
is annexed herewith as "Annexure - J".

SUBSIDIARIES/JOINT VENTUTES/ASSOCIATES

During the year under review, the Company does not have any Subsidiary or Associate Company. Information about
Subsidiaries/Associate/Joint Ventures are given in Form AOC-1, which is annexed as "Annexure - K" to this report.

INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code,
2016 which imparts the business of the Company.

DISCLOSURE UNDER SECTION 134(3)(M)

CONSERVATION OF ENERGY

The Company remains steadfast in its commitment to energy conservation by integrating advanced technology,
optimizing processes, and employing conventional methods on an ongoing basis. As part of its shift towards
renewable energy, the Company has implemented solar power across various locations, including Kolkata, Vizag,
Mumbai, Pune, Ballabgarh, Chandigarh, Jaipur, Hyderabad, Bangalore, Cochin, Krishnapatnam, Chennai, Coimbatore,
and Siliguri, generating approximately 7,400,601 units of solar energy annually. The Company also exploring open
access Solar project in Maharashtra to achieve 15 Lakh units per year.

This initiative, which supplies around 25% of the Company''s energy needs, significantly reduces carbon emissions.
In addition, the Company has expanded its fleet with 14 new multi-brand CNG trucks and converted 5 existing diesel
vehicles to CNG models.

Embracing environmentally friendly technology through the IFC''s Tech Emerge Program, the Company has introduced
ULTRACOOL UNITS in several vehicles, enhancing fuel efficiency and reducing consumption. The deployment
of battery-operated Material Handling Equipment (MHEs) in all warehouses and the use of VFD technology in
compressors further optimize energy use.

Additionally, the Company employs R 404 A refrigerant gas, known for its minimal impact on ozone depletion, and
utilizes Eutectic refrigerated systems in eight trucks for dairy and ice-cream transportation, offering benefits such as
no fuel requirement during delivery and low maintenance costs.

The Company is converting the existing 250 KV diesel generators at Ballabgarh to CNG operation. This transition will
eliminate fuel and energy requirements and significantly reduce maintenance costs. Furthermore, the Company plans
to install Adiabatic cooling systems for condensers to enhance energy efficiency and reduce power consumption.

TECHNOLOGY ABSORPTION

The Company continues to lay emphasis on development and innovation of in-house technological and technical
skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and
to keep pace with the advances in technological innovations.

FOREIGN EXCHANGE EARNINGS AND OUTGOING

i) Expenditure in foreign currency : Rs. 270.77 Lakhs

ii) Earnings in foreign currency : Nil

OTHER DISCLOSURES

a) Your Company has not issued shares with differential voting rights and sweat equity shares during the year
under review.

b) Your Company has complied with the applicable Secretarial Standards relating to ''Meetings of the Board of
Directors'' and ''General Meetings'' during the year

c) the Company has adopted a ''policy on prevention of sexual harassment at workplace'' in line with the requirements
of the ''Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013''. The said

policy covers all employees with no discrimination amongst individuals at any point on the basis of race, colour,
gender, religion, political opinion, social, origin or age. The Company has also complied with provisions relating
to the constitution of internal complaints committee under the ''Sexual Harassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013''. The Company has an internal committee (which includes
a woman member) to monitor the behaviour of all employees and to redress complaints, if any. Further, the
Company has not received any complaint regarding sexual harassment in terms of the provisions of the ''Sexual
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013''.Maintenance of cost
records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies
Act, 2013 are not applicable to the business activities carried out by the Company

d) There are no significant material orders passed by the Regulators/Courts which would impact the going concern
status of the Company and its future operations.

e) There was no instance of one-time settlement with any bank or financial institution.

f) In line with our commitment towards the green initiatives and going beyond it, electronic copy of the notice of
32nd annual general meeting of the Company including the annual report for FY 2024-25 are being sent to all
members, whose e-mail addresses are registered with the Company or depository participant(s) or depositories
or registrar and share transfer agent of the Company.

g) The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments.

ACKNOWLEDGEMENTS

The Board of Directors thank all the stakeholders of the Company including its customers, shareholders, bankers,
vendors for their continued support and assistance and look forward to having the same support in our future
endeavors. The Directors also place on record, their sincere appreciation for significant contributions made by the
employees towards the success and growth of the Company.

For and on behalf of the Board of Directors
For Snowman Logistics Limited

Sd/-

Place: New Delhi Prem Kishan Dass Gupta

Date: July 28, 2025 Chairman

---

Mar 31, 2024

The Board of Directors is pleased to present the Thirty-First Annual Report of Snowman Logistics Limited ("the Company") together with the audited financial statements for the financial year ended 31 March 2024.

FINANCIAL PERFORMANCE OF THE COMPANY

The Financial results of operations of the Company for the Financial Year ended March 31,2024 ("FY 2023-24") have been as under:

(Rs. In Lakhs)

Particulars	FY 2023-2024	FY 2022- 2023
Income
Revenue from contracts with customers	50,337.09	41,764.77
Other Income	676.89	750.76
Total income	51,013.98	42,515.53
Expenses
Cost of raw material and components consumed	13,521.17	8,633.14
Change in inventory of finished goods and work-in-progress	(449.93)	(758.45)
Operating Expenses	18,508.44	17,000.81
Employee benefit expenses	3,607.75	3,396.12
Other expenses	4,994.65	4,637.13
Depreciation and amortization expenses	5,927.28	5,234.90
Finance costs	2,379.97	2,221.65
Total expenses	48,489.33	40,365.30
Profit before tax	2,524.65	2,150.23
Tax expense	1,253.88	810.71
Profit after tax	1,270.77	1,339.52
Other comprehensive income (net of tax)	43.51	(103.32)
Total comprehensive income (net of tax)	1,314.28	1,236.20
Earnings per share (before and after extraordinary item) (of Re.1 each)
- Basic earnings per share (amount in Rs.)	0.76	0.80
- Diluted earnings per share (amount in Rs.)	0.76	0.80
Nominal value per share (amount in Rs.)	10.00	10.00

The above audited financial results of the Company have been reviewed by the Audit Committee and approved by the ''Board of Directors'' ("the Board") of the Company at their meetings held on May 30, 2024. The statutory auditors have issued an unqualified report thereon. The financial statements for FY 2023-24 have been prepared in accordance with Indian accounting standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements read with Section 133 of "the Companies

Act, 2013" ("the Act") and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

OPERATIONS AND BUSINESS OVERVIEW AND PERFORMANCE

Operations

Snowman Logistics Limited is one of the leading companies in the Indian cold chain logistics sector, known for its advanced technology and modern infrastructure. The company operates a vast network of temperature-controlled warehouses and refrigerated trucks, providing comprehensive supply chain solutions to a variety of industries including food, pharmaceuticals, retail, and FMCG. The company also provides services such as inventory management, order processing and distribution, making Snowman Logistics a one-stop solution for all cold chain logistics needs. Its commitment to quality, reliability and customer satisfaction has strengthened its reputation as a trusted partner for businesses seeking efficient and cost-effective logistics solutions in India.

Snowman Logistics also places a strong emphasis on innovation and excellence. The company continuously invests in the latest technologies and infrastructure to stay ahead in the dynamic and competitive Indian market. As the Indian market continues to evolve, Snowman Logistics is well-positioned to adapt and grow. The company''s forwardthinking strategies and commitment to excellence ensure that it remains at the forefront of the cold chain logistics industry.

Business Overview

Snowman Logistics is one of the leading providers of end-to-end logistics solutions, specializing in the transportation, warehousing and distribution of goods. The company is committed to delivering efficient, reliable and innovative logistics services that meet the diverse needs of our clients. With a robust infrastructure comprising advanced facilities and a fleet of modern vehicles, Snowman Logistics is well-positioned to manage a wide range of logistics requirements across various industries. Our strategic focus on technology enables us to offer tailored solutions that enhance supply chain efficiency and support our clients'' growth objectives. As we continue to expand our service offerings and geographic reach, Snowman Logistics remains dedicated to upholding the highest standards of quality and customer satisfaction.

Performance Overview

Snowman Logistics has demonstrated strong growth over the past year. On the financial front, our revenue from operations increased by 21% year-on-year, reflecting the company''s strong market presence and successful expansion strategies. The trading and distribution services segment had a growth of 69.8% in revenue, highlighting our effective market penetration and increasing demand for our services. Our warehousing services revenue grew by 10.6%, while transportation services revenue rose by 5.8%, showcasing steady progress across all service areas.

On the operational front, we have made substantial progress that reinforce our leadership in the logistics sector. Our Cheemasandra warehouse earned an AA grade in BRCGS Certification, showcasing our commitment to maintaining high-quality standards. We have also expanded our infrastructure with the inauguration of a new warehouse in Pune, dedicated exclusively to Coca Cola operations and an advanced multi temperature-controlled facility in Guwahati, Assam. This facility, our first fully leased cold storage unit, has a capacity of 5,152 pallets, bringing our total pallet capacity to 1,41,405 and reinforcing our shift towards an asset-light model.

To further enhance our capabilities, we deployed 20 new 40-feet trailers and 50 new reefer vehicles, boosting our transportation efficiency. The Forest Stewardship Council certification of our Mumbai M32 warehouse highlights our commitment to sustainability and responsible practices. Additionally, we introduced advanced technological solutions, including the Vehicle Gate & Token Management System and the Snowman Order Management System (SOMS), which streamline order processing and approvals.

Our operational efficiency is reflected in our capacity utilization rate of 91%. We achieved a 4% year-on-year increase in pallet capacity, underscoring our commitment to meet growing client demands and expanding our logistical

capabilities. Additionally, our fleet strength has grown by 16% compared to the previous year, which supports our enhanced service capabilities and overall operational effectiveness. These achievements highlight Snowman Logistics'' steadfast dedication to not only maintaining high service quality but also advancing operational excellence. Our continuous efforts in optimizing operations and expanding our fleet are crucial in driving the company''s financial growth and reinforcing our position in the logistics sector.

REVIEW OF ANNUAL FINANCIAL STATEMENT AND THE STATE OF COMPANY''S AFFAIRS

The revenue for FY 2023-24 was Rs. 50,337.09 lakhs, higher by 21% over the previous financial year''s revenue of Rs. 41,764.77 lakhs. The revenue was mainly from Warehousing and Transportation services. The earnings before interest, tax, depreciation and amortization (EBITDA) was Rs. 10,831.90 lakhs, higher by 13% as compared to Rs. 9,606.78 lakhs in the previous year.

The profit before tax (PBT) was Rs. 2,524.65 lakhs, as against Rs. 2,150.23 lakhs in the previous year. The profit after tax (PAT) was Rs. 1,270.77 lakhs, as against Rs. 1,339.52 lakhs in the previous year. The Earning per share (EPS) was Rs. 0.76 as against Rs. 0.80 in the previous year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is annexed as "Annexure-A" to this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of Business of the Company in FY 2023-24.

SHARE CAPITAL & RESERVES

There was no change in the authorized share capital of the Company during the FY 2023-24. It stood at 2,50,00,00,000/-(Rupees Two Fifty Crore only) as on March 31, 2024.

The paid-up equity share capital of your company is 1,67,08,79,950/- (Rupees One Sixty Seven Crore Eight Lakhs Seventy Nine Thousand Nine Hundred and Fifty Only) divided into 16,70,87,995 equity shares of Rs.10/- each. There were no changes during the year.

The Company has carried forward profit amounting to Rs. 12.71 Crore, earned during the year, to the Reserves. The Company had accumulated profits Rs.51.92 crore as at March 31,2024.

DIVIDEND

The Company has declared and paid an interim dividend of Re. 1.00/- per equity share of face value of Rs.10/- each amounting to Rs. 1,671 Lakhs, subject to deduction of TDS, for the financial year 2023-24. The Interim dividend payout is in accordance with your Company''s dividend distribution policy and is paid out of free reserves available for this purpose. Your Company does not recommend Final Dividend for the financial year 2023-24.

DEPOSITS

During FY 2023-24, the company has not accepted deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. As such no amount of deposit or interest thereon is outstanding as on March 31, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report, the Board of Directors of the Company comprises 8(Eight) Directors of which four are NonExecutive Independent Directors in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013 including any statutory modification(s)/ amendment(s) thereof for the time being in force.

Further all the Directors of the Company have given the declaration that they are not debarred from being appointed/ re-appointed or continuing as Director of the Company by the virtue of any Order passed by the SEBI, Ministry of Corporate Affairs or any such Statutory Authority. All the Independent Directors meets / fulfills the criteria / conditions of Independence as prescribed under the Companies Act and Listing Regulations and are Independent of the Management of the Company.

Further in pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from Mr. Nagendra D. Rao, Practicing Company Secretary (Membership No FCS 5553, CP No. 7731), confirming that none of the Directors on the Board of the Company for the Financial Year ending on 31st March, 2024 are debarred or disqualified from being appointed or continuing as Directors of the Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. A copy of the Certificate is enclosed as "Annexure-B".

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the shareholders of the Company at its 30th Annual General Meeting approved the Reappointment of Mr. Prem Kishan Dass Gupta (DIN 00011670) as Non-Executive Director of the Company, liable to retire by rotation.

All the Non-Executive Directors have extensive business experience and are considered by the Board to be independent in character and judgment of the management of the Company and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment and had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

The Shareholders of the Company also approved the Re-Appointment of Mr. Sunil Prabhakaran Nair (DIN 03454719) as Chief Executive Officer & Whole-time Director of the Company through Postal Ballot for a period upto September 30, 2027 with effect from February 13, 2024.

During the year under review, except than above mentioned there is no change in Directorship & Key Managerial Personnel(s) of the Company.

(b) Key Managerial Personnel and changes, if any

As at March 31,2024, the following are the KMPs of the Company:

- Mr. Sunil Prabhakaran Nair, CEO & Whole-Time Director

- Mr. N Balakrishna, Chief Financial officer

- Mr. Kiran George, Company Secretary & Compliance Officer*

* Mr. Kiran George, Company Secretary & Compliance Officer retired with effect from closing business hours of April 30, 2024.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board at its meeting held on February 14th, 2024 carried out an annual evaluation of its own performance, performance of directors including chairperson, managing directors and its committees in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board''s performance was assessed after receiving feedback from all the directors on the basis of criteria such as composition, structure, effectiveness of processes information, functioning, etc. The committees'' performance was assessed after receiving feedback from the committee members on the basis of criteria such as composition, terms of reference, effectiveness of committee meetings, etc.

The performance evaluation of non-independent directors, board as a whole and the chairperson were evaluated at a separate meeting of the independent directors held on February 14th, 2024. The same was also discussed in the meeting of NRC and the Board. The performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The evaluation was conducted through a structured questionnaire prepared by the NRC separately for the board, board committees and directors including chairperson and managing directors. Based on the above the performance of the Board was evaluated through the ratings given by each Director based on the structured questionnaire that was prepared after considering the approved criteria such as the Board composition and structure, effectiveness of board processes, contribution towards development of the strategy etc.

The performance of the committees was also evaluated by the Board after seeking inputs/ratings from the committee members on the basis of the approved criteria such as the composition of committees, effectiveness of committee meetings etc. The Board deliberated and found that the overall performance of individual directors and the Board as a whole and its committees were satisfactory.

The Directors expressed their satisfaction with the evaluation process. The Board also noted that the Independent Directors fulfills the independence criteria as specified in the Listing Regulations and are Independent of the Management of the Company.

NUMBER OF THE BOARD MEETINGS

During the year under review, 6 (Six) Board Meetings were convened and held in accordance with the provisions of the Act and the details of which are given in the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. Further, Number of Board committee Meetings including the date of the Meeting and attendance thereof by each director during the year is given in Report on Corporate Governance that forms part of this Annual Report.

COMMITTEES OF THE BOARD

During the year under review, the Board had the following six committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder''s Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

f) Finance Committee

The details of the compositions, powers, roles, terms of reference etc. of the said committees are given in the corporate governance report, which forms part of this report. During the year, all recommendations made by the committees were approved and adopted by the Board.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Company has in place Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and members of the Senior Management Team for such quantum and risks as determined by the Board in line with Regulation 25(10) of the SEBI Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards read with requirements set out under schedule III to the Act have been followed and there are no material departures from the same;

b) 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 that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) 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

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

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, have complied with all the mandatory requirements relating to Corporate governance as stipulated in Para C of Schedule V of Listing Regulation .A detailed report on corporate governance practices followed by the Company together with the certificate from the Practicing Company Secretary confirming compliance of the Conditions of Corporate Governance as stipulated in Para E of Schedule V of the SEBI Listing Regulations forms part of this report as "Annexure - C".

AUDITORS AND AUDITORS'' REPORT

a) STATUTORY AUDITORS AND AUDITORS REPORT:

Pursuant to Provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s S.R. Batliboi & Co. LLP (Firm Registration number 301003E/E300005), Chartered accountants were re-appointed as statutory Auditors of the Company from the Conclusion of the twenty-ninth Annual General Meeting of the company held on 20^th September, 2022 till the conclusion of the thirty-fourth Annual General Meeting to be held in the Calendar year 2027. Auditors have confirmed that they are not disqualified for continuing as auditors of the Company.

The notes on financial statements referred to in the auditors'' report are self-explanatory and do not call for any further comments. The auditors'' report does not contain any qualification, reservation, adverse remark or disclaimer.

b) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT 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 Secretarial Audit for the FY 2023-24 has been carried out by Mr. Nagendra D Rao, Practicing Company Secretary. The Secretarial Audit Report submitted by them in the prescribed form (i.e. MR-3) is attached as "Annexure - E" and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial auditors in the report issued by them for FY 202324, which call for any explanation from the Board.

c) COST AUDIT & RECORDS:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore cost audit has not been conducted for the financial year 2023-24 and records are not maintained.

d) INTERNAL CONTROL AND INTERNAL AUDIT:

The Board on the recommendation of Audit Committee had appointed M/s S.P. Chopra & Co. Chartered Accountant as its Internal Auditors of the Company. The Internal Auditors report to the chairman of the Audit committee.

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 so as to meet the challenges of the business.

e) REPORTING OF FRAUDS BY AUDITORS

During the year, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

CEO & CFO CERTIFICATION

The CEO & Whole-time Director and the Chief Financial Officer ("CFO") of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations, copy of which annexed as "Annexure - F". The said annual certificate was placed before the Board at its meeting held on May 30, 2024.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24(A) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other provisions as may be applicable, the Company has obtained the Secretarial Compliance Report from Mr. Nagendra D Rao, Practicing Company Secretary for the FY 2023-24.The report is annexed herewith as "Annexure - G".

CORPORATE SOCIAL RESPONSIBILITY

The Company has a policy on ''Corporate Social Responsibility'' ("CSR"), in line with Schedule VII of the Act and the same has been posted on the website of the Company at https://snowman.in/investor-relations/. In FY 2023-24, the Company spent Rs. 16.48 Lakhs (inclusive of administrative overheads) on CSR activities. The particulars of Corporate Social Responsibility (CSR) activities are given in the Form, which is annexed as "Annexure - H", which forms part of this report.

POLICIES OF THE COMPANY

NOMINATION, REMUNERATION AND BOARD EVALUATION POLICY

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, The Nomination, Remuneration Policy of the Company which lays down the criteria for deter and Board Evaluation Policy contains the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and other employees of the Company is available on the Company''s website: https://snowman.in/investor-relations/.

RISK MANAGEMENT COMMITTEE & POLICY

Your Company has adopted risk management policy, to identify, evaluate, monitor and minimize identifiable risks. The aim of the Risk Management policy is to maximize business potential while minimizing the risks/adversities, to ensure sustainable business growth with stability.

Board of Director of the Company has constituted Risk Management Committee, which is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes, and provides regular reports to the Board of Directors on the effectiveness of the risk management program in identifying and addressing material business risks. Risk Management Policy can be accessed by clicking on the Company''s website https://snowman.in/investor-relations/.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

As required by Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board & Its Power) Rules, 2014 and Corporate Governance under SEBI (Listing Obligations & Disclosure requirements)

Regulations, 2015 as amended, The Company has a vigil mechanism in place named as Whistle Blower Policy to report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at https://snowman.in/investor-relations/.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated a Dividend Distribution Policy which has been approved by the Board. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the policy is hosted on the website of the Company at https://snowman.in/investor-relations/.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel have affirmed compliance with the Company''s code of conduct for directors and senior management on an annual basis. The code of conduct is also placed on the website of the Company at https://snowman.in/investor-relations/.

CODE ON PREVENTION OF INSIDER TRADING

The Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. The Policy lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company along with consequences for violation. The policy is formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest level of ethical standards while dealing in the Company''s securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time. The Company also adopts 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. Mr. N Balakrishna, Chief Financial Officer and Company Secretary is the Compliance Officer under the Code.

In compliance to the SEBI PIT Regulations, the Company has a robust Code of Conduct to prohibit and monitor insider trading in the Company, which is strictly followed within the Company and the reporting is done to the Audit Committee/Board at regular intervals. The code is hosted on the website of the Company at https://snowman.in/ investor-relations/.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The particulars of Loans, guarantees and investments under section 186 have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section 188 (1) of the Companies Act, 2013 are given in form AOC-2, which is annexed to this report as "Annexure - I". Details of policy determining material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the Company''s website https://snowman.in/investor-relations/.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2024 is available on the Company''s website at https://drive.google.com/fileM/1t-F5GMETB54gKQWgn_TNGbeXvZ58BSre/view.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THIS REPORT

In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this report/ annual report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed herewith as "Annexure - J".

SUBSIDIARIES/JOINT VENTUTES/ASSOCIATES

During the year under review, the Company does not have any Subsidiary or Associate Company. Information about Subsidiaries/Associate/Joint Ventures are given in Form AOC-1, which is annexed as "Annexure - K" to this report.

INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which imparts the business of the Company.

DISCLOSURE UNDER SECTION 134(3)(M)

CONSERVATION OF ENERGY

The Company remains steadfast in its commitment to energy conservation by integrating advanced technology, optimizing processes, and employing conventional methods on an ongoing basis. As part of its shift towards renewable energy, the Company has implemented solar power across various locations, including Kolkata, Vizag, Mumbai, Pune, Ballabgarh, Chandigarh, Jaipur, Hyderabad, Bangalore, Cochin, Krishnapatnam, Chennai, Coimbatore, and Siliguri, generating approximately 7,400,601 units of solar energy annually.

This initiative, which supplies around 25% of the Company''s energy needs, significantly reduces carbon emissions. In addition, the Company has expanded its fleet with 12 new multi-brand CNG trucks and converted 5 existing diesel vehicles to CNG models.

Embracing environmentally friendly technology through the IFC''s Tech Emerge Program, the Company has introduced ULTRACOOL UNITS in several vehicles, enhancing fuel efficiency and reducing consumption. The deployment of battery-operated Material Handling Equipment (MHEs) in all warehouses and the use of VFD technology in compressors further optimize energy use.

Additionally, the Company employs R 404 A refrigerant gas, known for its minimal impact on ozone depletion, and utilizes Eutectic refrigerated systems in eight trucks for dairy and ice-cream transportation, offering benefits such as no fuel requirement during delivery and low maintenance costs.

The Company is converting the existing 250 KV diesel generators at Ballabgarh to CNG operation. This transition will eliminate fuel and energy requirements and significantly reduce maintenance costs. Furthermore, the Company plans to install Adiabatic cooling systems for condensers to enhance energy efficiency and reduce power consumption.

TECHNOLOGY ABSORPTION

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

FOREIGN EXCHANGE EARNINGS AND OUTGOING

i) Expenditure in foreign currency : INR 447.49 Lakhs

ii) Earnings in foreign currency : Nil

OTHER DISCLOSURES

a) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

b) Your Company has complied with the applicable Secretarial Standards relating to ''Meetings of the Board of Directors'' and ''General Meetings'' during the year

c) the Company has adopted a ''policy on prevention of sexual harassment at workplace'' in line with the requirements of the ''Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013''. The said policy covers all employees with no discrimination amongst individuals at any point on the basis of race, colour, gender, religion, political opinion, social, origin or age. The Company has also complied with provisions relating to the constitution of internal complaints committee under the ''Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013''. The Company has an internal committee (which includes a woman member) to monitor the behaviour of all employees and to redress complaints, if any. Further, the Company has not received any complaint regarding sexual harassment in terms of the provisions of the ''Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013''.Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company

d) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

e) There was no instance of one-time settlement with any bank or financial institution.

f) In line with our commitment towards the green initiatives and going beyond it, electronic copy of the notice of 31st annual general meeting of the Company including the annual report for FY 2023-24 are being sent to all members, whose e-mail addresses are registered with the Company or depository participant(s) or depositories or registrar and share transfer agent of the Company.

ACKNOWLEDGEMENTS

The Board of Directors thank all the stakeholders of the Company including its customers, shareholders, bankers, vendors for their continued support and assistance and look forward to having the same support in our future endeavors. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of the Company.

For and on behalf of the Board of Directors For Snowman Logistics Limited

Sd/-

Place: New Delhi Prem Kishan Dass Gupta

Date: August 08, 2024 Chairman

---

Mar 31, 2023

The Board of Directors is pleased to present the Annual Report of Snowman Logistics Limited ("the Company") together with the audited financial statements for the financial year ended 31 March 2023.

The Indian cold chain industry, overall, is still considered to be relatively unorganised, and there is significant opportunity for growth of organised players like your company which has developed infrastructure at par with international standards in the cold chain warehousing space. With India projected to become the world''s fifth-largest economy by 2027, there is an anticipated increase in investments in the supply chain infrastructure in the coming years.

In response to the escalating demand for cold chain logistics services driven by factors such as e-commerce growth, international trade activities, and the complexities of modern supply chains, Snowman Logistics has continued to expand its capacities and now launched 5PL (Fifth-Party Logistics) services in India, making us the first company in the industry to do so. This strategic move allows us to provide comprehensive end-to-end solutions that address the evolving needs of our clients, further strengthening our position as the market leader in the cold chain logistics sector.

Financial Performance

(Rs. In lakhs)
Particulars	2022-23	2021-22	Growth
Pallet Capacity	1,35,552	1,17,526	15%
Fleet Strength	239	251	-5%
Revenue From Operations	41,765	28,617	46%
Other Income	751	408	84%
Total Income	42,516	29,025	46%
EBITDA	9,607	7,379	30%
EBITDA%	23%	25%
PBT	2,150	400	438%
PBT%	5%	1%
PAT	1,340	168	697%
PAT%	3%	1%

Management Discussion & Analysis

During the year 2022-23, the company clocked revenue of INR. 417.65 Crores as against to INR. 286.17 Crores during the previous year. EBITDA increased to INR. 96.07 Crores from INR. 73.79 Crores as compared to previous financial year and PAT increased to INR 13.40 Crore from INR. 1.68 Crore during the previous year.

Key Financial ratios
Particulars	2022-23	2021-22	Variation	Reasons for significant change (i.e. change of 25% or more as compared to the immediately previous financial year)
Return on Net Worth (%)	5%	1%	4%	Due to Increase in profit
Return on Capital Employed (%)	8%	4%	4%	Due to increase in profit.
Basic EPS (after exceptional items) (Rs.)	0.80	0.10	0.70	Due to Increase in profit
Debtors turnover Ratio (Days)	52	56	-4	On account of good collections made during the year
Inventory turnover	26	na	nm	Due to Trading business model during the year.
Interest coverage ratio	5	4	1	Due to better cash flows generation during the year.
Current ratio	3	2	1	Due to increase in business with healthy margins
Debt equity ratio	25%	29%	-4%	Due to additional loan availed for Siliguri and Coimbatore projects.
Operating profit margin (%)	10%	8%	2%	Due to Increase in profit
Net profit margin (%)	3%	1%	2%	Due to Increase in profit
There is no significant change (i. in the key financial ratios	e. change of 25% or more as compared to the immediately previous financial year)

Operations

Snowman Logistics Limited is a leading player in the Indian cold chain logistics industry, renowned for its advanced technology and state-of-the-art infrastructure. With its vast network of temperature-controlled warehouses and refrigerated trucks, the company offers a comprehensive range of end-to-end supply chain solutions to various industry sector such as food, pharmaceuticals, retail, and FMCG. The company''s advanced technology allows it to provide inventory management, order processing, and distribution services to its customers, making it a one-stop-shop for all cold chain logistics requirements. Our focus on quality, reliability, and customer satisfaction has earned us a reputation as a trusted partner for businesses seeking efficient and cost-effective cold chain logistics services in India. The company''s experienced team of professionals works tirelessly to ensure the safe and timely delivery of goods, providing customers with peace of mind and assurance that their products are in safe hands. With its commitment to innovation and excellence, the company is well-positioned to meet the evolving needs of businesses in the dynamic Indian market.

Outlook

The Indian cold chain market is experiencing growth due to the rise in organised food retail, increasing production and consumption of perishable food products, and growing demand for processed food products. The industry is further supported by rising consumer disposable income, a growing middle-class population, rapid urbanization, and industrialisation. Favourable government policies and the establishment of mega food parks are providing a boost to the industry. Additionally, there is a growing demand for effective cold chain facilities from the healthcare sector, which is expected to drive industry growth. The anticipated growth in India''s vaccines, biopharmaceutical, and clinical trials industry is also expected to fuel strong demand for cold chain facilities in the forecast period. Further, clients with industrial products that require specialised handling such as flagship phone batteries and specialised chemicals, having a mix of both cold & dry logistics requirement, are looking for high quality service providers for storage and transportation.

Competition

While the company faces competition in all its regions, the company has differentiated itself by investing into international standard infrastructure thereby establishing itself as the leading integrated temperature-controlled logistics service provider operating on a pan-India basis. In an effort to expand its operations and diversify its offerings, apart from increasing our cold chain capacities, we have recently ventured into storing specialised products such as industrial chemicals, opening our first-ever state-of-the-art A-Grade dry warehouse for the chemical industry in Tamil Nadu. The move is expected to further strengthen the company''s position in the market and drive growth in the coming years. Despite the intense competition in the industry, we remain focused on delivering top-quality services to its customers, while constantly exploring new opportunities for growth and innovation.

Cautionary Statement

Statements made in this report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied.

Share Capital

The paid-up share capital of your company is 167,087,995 equity shares of Rs.10/- each. There were no changes during the year.

Dividend & Reserves

The Company has declared and paid an interim dividend of Re. 0.75/- per equity share of face value of Rs.10/- each amounting to Rs.1,253 Lakhs, subject to deduction of TDS, for the financial year 2022-23. The Interim dividend payout is in accordance with your Company''s dividend distribution policy and is paid out of free reserves available for this purpose. Your Company does not recommend Final Dividend for the financial year 2022-23.

The Company has carried forward profit amounting to Rs. 1,340 Lakhs, earned during the year, to the Reserves. The Company had accumulated profits Rs. 5,549 Lakhs as at March 31, 2023.

Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy which has been approved by the Board. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the policy is hosted on the website of the Company at https://drive.google.com/file/d/1CP8-rJqTuzHq5v2HoS5vwLoXtl2Zzm4q/view.

Directors and Key Managerial Personnel

As on date of this report, the Board of Directors of the Company comprises 8(Eight) Directors of which four are NonExecutive Independent Directors in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

(a) Changes in Board Composition during FY 2022-23

At the 29^th Annual General Meeting (AGM) held on September 20, 2022, the shareholders of the Company approved the following:

• Appointment of Directors

Based on the recommendation of Nomination & Remuneration Committee and the Board of Directors and in accordance with the provisions of Companies Act, 2013 and the Listing Regulations, Mrs. Vanita Yadav (DIN: 09449130) was appointed as Independent Director of the Company for a term of 5 (Five) consecutive years with effect from 25 April 2022 and the same was approved by the Members vide special resolution passed through postal ballot(Postal Ballot Notice dated May 16, 2022) by voting through electronic means (remote e-voting)

• Cessation of Director

Mrs. Shukla Wassan (DIN: 02770898) ceased to hold office as an Independent Director of the Company, with effect from the close of business hours on May 15, 2022, pursuant to the completion of her first term of two (2) years.

• Retirement by rotation

Section 152(6) of the Act provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from office at every AGM.

In accordance with the provisions of the Act, Mr. Prem Kishan Dass Gupta (DIN 00011670), Non-Executive Director, being longest in office since his last appointment, who retires by rotation and being eligible, offers himself for re-appointment. Resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

None of the Directors are disqualified from being appointed as ''Director'', pursuant to Section 164 of the Act or under any other applicable law.

The Company has obtained a Certificate from Mr. Nagendra D. Rao, Practicing Company Secretary (Membership No FCS 5553, CP No. 7731), confirming that none of the Directors of the Company are debarred or disqualified from being appointed or continuing as Director on the Board by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other regulatory authority.

All Independent Directors have given declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that all the Independent Directors fulfill the conditions relating to their status as Independent Director as specified under Section 149 of the Act and the Rules made thereunder and applicable provisions of the SEBI Listing Regulations and are independent of the management.

The information related to remuneration of director as required under Section 197(12) of the Act is given at the end of the report.

(b) Key Managerial Personnel and changes, if any

As at March 31, 2023, the following are the KMPs of the Company:

- Mr. Sunil Prabhakaran Nair, CEO & Whole-Time Director

- Mr. N Balakrishna, Chief Financial officer

- Mr. Kiran George, Company Secretary & Compliance Officer

During the year under review, Mr. A M Sundar, who retired from the services of the Company as Chief Financial officer & Company Secretary with effect from closing business hours of July 31, 2022.

The Board at its meeting held on August 1, 2022 appointed Mr. Kannan S as Chief Financial Officer and Mr. Kiran George as Company Secretary & Compliance Officer of the Company with effect from August 1,2022.

Mr. Kannan S, Chief Financial Officer resigned with effect from closing business hours of August 06, 2022.

The Board at its meeting held on January 24, 2023 appointed Mr. N Balakrishna as Chief Financial Officer of the Company with effect from January 24, 2023.

Nomination, Remuneration and Board Evaluation Policy

The Nomination, Remuneration and Board Evaluation Policy contains the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and other employees of the Company. The Nomination and Remuneration Policy forms part of this report as "Annexure C" and are also available on the website of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual directors as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meetings

During the year 5 (Five) Board Meetings and 4 (Four) 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 stipulated under the Companies Act, 2013.

Directors & Officers Liability Insurance

The Company has in place Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and members of the Senior Management Team for such quantum and risks as determined by the Board in line with Regulation 25(10) of the SEBI Listing Regulations.

Succession Planning

The Nomination & Remuneration Committee ("NRC") oversees matters related to succession planning of Directors, Senior Management, and other Key executives of the Company. The policy is hosted on the website of the Company at https://drive.google.com/file/d/17-eOVtRSjDHuR_j2AeNNxwK4lQShxzd/view.

Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is hereby confirmed that:

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

(b) the directors had selected such accounting policies and applied them consistently 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) the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e) 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) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company''s Statutory Auditor confirming compliance forms part of this report as "Annexure A"

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015, the ''Business Responsibility Report'' (BRR) of the Company for FY 2022-23 is forming part of the Annual Report. The report is annexed herewith as "Annexure J"

Auditors

Statutory auditors

Pursuant to Provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s S.R. Batliboi & Co. LLP (Firm Registration number 301003E/E300005), Chartered accountants were re-appointed as statutory Auditors of the Company from the Conclusion of the twenty-nineth Annual General Meeting of the company held on 20^th September, 2022 till the conclusion of the thirty-fourth Annual General Meeting to be held in the year 2027.

Secretarial Audit

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 Mr. Nagendra D Rao, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report is annexed herewith as "Annexure B"

Secretarial Compliance Report

Pursuant to Regulation 24(A) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other provisions as may be applicable, the Company has obtained the Secretarial Compliance Report from Mr. Nagendra D Rao, Practicing Company Secretary .The report is annexed herewith as "Annexure H"

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Board is in force by the Company. The Company also adopts 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. Mr. N Balakrishna, Chief Financial Officer and Company Secretary is the Compliance Officer under the Code.

Risk Management

Your Company has adopted risk management policy, to identify, evaluate, monitor and minimize identifiable risks. The aim of the Risk Management policy is to maximize business potential while minimizing the risks/adversities, to ensure sustainable business growth with stability.

Board of Director of the Company has constituted Risk Management Committee, which is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes, and provides regular reports to the Board of Directors on the effectiveness of the risk management program in identifying and addressing material business risks. Risk Management Policy can be accessed by clicking on the Company''s website https://drive.google.com/fileM/1dL65O1V6uul4CGluaymD5aX00HK4XJs9/view .

Corporate Social Responsibility

Particulars of Corporate Social Responsibility (CSR) activities are given in the Form, which is annexed to this Report as "Annexure D".

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 so as to meet the challenges of the business.

Vigil Mechanism

The Company has a vigil mechanism in place named as Whistle Blower Policy to report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Related Party Transactions

The related party transactions as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31,2023 are given below. Suitable disclosure as required by the Indian Accounting Standards has been made in the notes to the Financial Statements.

The Audit committee and the Board of the Directors of the Company had given omnibus approval in its respective meetings held on 09.11.2022, for purchase of 20 trailers and giving it to Gateway Distriparks Ltd on lease basis for their operations in Chennai for CFS movement. However, the parties had not entered into any transaction pursuant to the said omnibus approval during the financial year ended 31 March 2023.

Reporting of frauds by Auditors

During the year, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

Particulars of Loans Given, Investments Made, Guarantees Given or Security Provided by the Company

The Company has not given any loan or any guarantee or security.

Particulars of Contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties referred to in section 188 (1) of the Companies Act, 2013 are given in form AOC-2, which is annexed to this report as annexure G. Details of policy determining material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the Company''s website www.snowman.in.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available on the Company''s website at https://drive.google.com/fileM/1ODRKbNCefttTvoptVN-SC8LHW6unM82L/view.

Human Resources

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were received by the Company during the period under review.

The total number of employees as on 31 March 2023 was 480 as against 451 as on 31 March 2022.

Particulars of Employees

Information in accordance with Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed herewith as "Annexure E"

Subsidiaries/Associates

Information about Subsidiaries/Associate/Joint Ventures are given in Form AOC-1, which is annexed as Annexure F to this report.

Disclosure under Section 134 (3) (m)

Conservation of Energy

The Company continues to give the highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an on-going basis.

The company as part of its transition to renewable energy, has taken initiative to use Solar at Kolkata, Vizag, Mumbai, Pune, Ballabgarh, Chandigarh, Jaipur, Hyderabad, Bangalore, Cochin, Krishnapatnam, Chennai, Coimbatore, Siliguri warehouses.

Further, the company has purchased 10CNG new multi-brand trucks and 2CNG in the Year 22-23. Company has also taken initiative to convert few of its existing diesel vehicles to CNG model.

Furthermore, the Company as part of IFC''s TechEmerge Program has stepped forward for Environment friendly technology and introduced ULTRACOOL UNITS in few of its vehicles for frozen movements. This results in GREEN ENERGY by reduction in fuel consumption.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Foreign Exchange Earnings and Outgoing

i) Expenditure in foreign currency : Rs. 828.85 Lakhs

ii) Earnings in foreign currency : Nil

Other Disclosures

a) Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) Your Company has complied with the applicable Secretarial Standards relating to ''Meetings of the Board of Directors'' and ''General Meetings'' during the year

d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company

e) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Acknowledgements

The Board of Directors thank all the stakeholders of the Company including its customers, shareholders, bankers, vendors for their continued support and assistance and look forward to having the same support in our future endeavors. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of the Company

For and on behalf of the Board of Directors For Snowman Logistics Limited

Place: New Delhi Prem Kishan Dass Gupta

Date: May 26, 2023 Chairman

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Mar 31, 2018

The Board of Directors presents the Annual Report of the Company together with the Audited Statements of Account for the financial year ended 31 March 2018.

With inauguration of the 3,600 Pallet warehouse at Krishnapatnam during the year, your Company''s capacity increased to 1,06,964 pallets. This has further strengthened the Company''s position as a market leader in the industry. The initiatives taken during the previous year resulted in a turnaround in the performance of the Company which can be seen in the positive results during the last two quarters. We are confident that this performance is bound to improve further in the coming years.

Financial Performance

(Rs. in lakhs)

Particulars	2017-18	2016-17	Growth
Pallet Capacity	1,06,964	1,03,600	3%
Fleet Strength	293	293	0%
Revenue From Operations	19,428	18,924	3%
Other Income	385	79	387%
Total Income	19,813	19,003	4%
EBITDA	4,446	3,636	22.28%
EBITDA%	23%	19%
PBT	(356)	(1,549)	(77)%
PBT%	(2)%	(8)%
PAT	(356)	(493)	(27)%
PAT%	(2)%	(3)%

Management Discussion & Analysis

Operations

During the year the Company recorded sales of Rs. 19,428 lakhs as compared to Rs. 18,924 lakhs, an increase of 3%. EBITDA Rs. 4,446 lakhs as against Rs. 3,636 lakhs which is an increase of 22.28%.The PBT showed a vast improvement as compared to the previous year with losses coming down from (1,549) lakhs to Rs. (356) lakhs during the current year.

Temperature controlled warehousing continued to be the core strength of the Company and the focus area of our business due to its huge potential. The second vertical of the Company viz transportation functioned as an enabler to provide a one stop solution to the temperature controlled logistics requirement of our clients.

Outlook

The industry overcame the challenges faced during the previous year due to the demonetization drive as well as the implementation of GST and was back on the growth path. The coming years are expected to be exciting with strong growth numbers projected for consumption. The GST implementation has already shown a shift in business to organized players and it is expected to increase further in the coming years.

Competition

The promising potential of temperature controlled logistic industry has resulted in a lot of new players setting up facilities in various part of the country. However with its pan India presence and offer of one stop solutions to all cold chain needs has made Snowman a formidable player in the industry. The customer faith in Snowman is well demonstrated by the growth shown by the company during the year.

Cautionary Statement

Statements made in this report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied.

Share Capital

The paid-up share capital of your company is 167,087,995 equity shares of Rs.10/- each. There were no changes during the year.

Dividend

Keeping in mind the Company''s growth plans and hence the need to conserve cash, the Board of Directors have not recommended any dividend for the year.

Board of Directors

As on date, the Board of Directors of the Company comprises eight Directors of which four are Non-Executive Independent Directors in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The information related to remuneration of director as required under Section 197(12) of the Act is given at the end of the report.

Nomination, Remuneration and Board Evaluation Policy

The Nomination, Remuneration and Board Evaluation Policy contains the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and other employees of the Company. The Nomination and Remuneration Policy forms part of this report as "Annexure C" and are also available on the website of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meetings

During the year 4 (Four) Board Meetings and 5 (Five) 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 stipulated under the Companies Act, 2013.

Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is hereby confirmed that:

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

(b) the directors had selected such accounting policies and applied them consistently 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) the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

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

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company''s Statutory Auditors confirming compliance forms part of this report as "Annexure A"

Auditors

Statutory auditors

Pursuant to Provisions of Section 139 of the Companies Act 2013 and the rules framed thereunder, M/s S R Batliboi & Co, LLP Registration number 301003E/E300005, Chartered accountants were appointed as statutory Auditors of the Company from the Conclusion of the 24th Annual General Meeting of the company held on 2nd August, 2017 for a term of five Consecutive Years subject to ratification of their appointment at every annual general Meeting.

Pursuant to Companies Amendment Act, 2017 read with the Companies (Audit and Auditors) Second Amendment Rules, 2018, with effect from 7th May, 2018, the requirement for placing the matter relating to Appointment of Statutory Auditors for ratification by members at every annual general meeting, during the term of their appointment, has been done away with. In view of the above M/s. S R Batliboi and Co, LLP (Firm Registration No. 301003E/E300005), continuous to be the statutory auditors of the Company, till the conclusion of the 29th AGM to be held in the calendar year 2022.

Secretarial Audit

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 Mr. Nagendra D Rao, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report is annexed herewith as "Annexure B"

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Board is in force by the Company. The Company also adopts 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. A. M. Sundar, Chief Financial Officer and Company Secretary as the Compliance Officer under the Code.

Corporate Social Responsibility

The Annual Report on CSR activities is annexed herewith as "Annexure D"

While the Company spent an aggregate amount of Rs 55.53 Lakhs between 2014 -2016 towards CSR activities, the losses in 2017 as well as 2018 as prompted the company to defer any spent on CSR during the year. However with the prospectus looking good we are sure that the Company will resume its CSR activities in the coming years as per the prescribed limits.

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 so as to meet the challenges of the business.

Vigil Mechanism

The Company has a vigil mechanism in placed named as Whistle Blower Policy to report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Related Party Transactions

The related party transactions per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2018 are given below. Suitable disclosure as required by the Indian Accounting Standards has been made in the notes to the Financial Statements.

The company entered into Rental Agreement with Gateway Distriparks Limited for Rs 5.5 Lakhs at Krishnapatnam in the ordinary course of business. The above transaction has been conducted at arm''s length basis.

Particulars of Loans Given, Investments Made, Guarantees Given or Security Provided by the Company

The Company has not given any loan or any guarantee or security.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

Employee Stock Option Scheme

The details of stock options as on 31 March 2018 under the Snowman ESOP Scheme 2012 is set out in the "Annexure F" to the Directors'' Report.

Human Resources

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/ or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were received by the Company during the period under review.

The total number of employees as on 31 March 2018 was 394 as against 362 as on 31 March 2017.

Particulars of Employees

Information in accordance with Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed herewith as "Annexure G"

Disclosure under Section 134 (3) (m) Conservation of Energy

The Company continues to give the highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an ongoing basis.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Foreign Exchange Earnings and Outgoing

i)	Expenditure in foreign currency	Nil
ii)	Earnings in foreign currency	Nil

Acknowledgements

The Board of Directors thank all the stakeholders of the Company including its customers, shareholders, bankers, vendors for their continued support and assistance and look forward to having the same support in our future endeavors. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of the Company.

For and on behalf of the Board of Directors

For Snowman Logistics Limited

Place: New Delhi Prem Kishan Dass Gupta

Date: May 15, 2018 Chairman

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Mar 31, 2017

Dear Members,

The Board of Directors presents the Annual Report of the Company together with the Audited Statements of Account for the financial year ended 31 March 2017.

The Company crossed 1 lakh pallet capacity with the commencement of operations at the Cochin Warehouse, reconfirming its position as the market leader in the temperature controlled logistics industry. While 2016-17 was a year of consolidation and correction, the company believes that the initiatives taken during the year has positioned itself towards a growth Trajectory.

Financial Performance

(Rs.in lakhs)

Particulars	2016-17	2015-16	Growth
Pallet Capacity	1,03,600	98,500	5%
Fleet Strength	293	422	-31%
Revenue From Operations	18,924	22,486	-16%
Other Income	79	278	-72%
Total Income	19,003	22,764	-17%
EBITDA	3,636	4,865	-25%
EBITDA%	19%	22%
PBT	-1,549	1,176	-232%
PBT%	-8%	5%
PAT	-493	2,054	-124%
PAT%	-3%	9%

Management Discussion & Analysis Operations

During the year the Company recorded sales of Rs. 18,924 lakhs as compared to Rs. 22,486 lakhs, a decrease of 16%. EBITDA Rs. 3,636 lakhs as against Rs. 4,865 which is a decrease of 25%. Due to higher incidences of interest & depreciation on account of expansion & exceptional items, PBT has dropped from Rs. 1,176 lakhs to a loss of Rs. 1,549 lakhs, and PAT from Rs. 2,054 lakhs to a loss of Rs. 493 lakhs.

Temperature controlled warehousing continued to be the core strength of the Company and the focus area of our business due to its huge potential. The second vertical of the Company viz transportation functioned as an enabler to provide a one stop solution to the temperature controlled logistics requirement of our clients.

Outlook

The outlook for the Company for the coming years continues to be positive. Most of the customers have indicated robust growth plans which augurs well for the growth of the Company. The introduction

of GST by the Government will also work in the Company''s favour as customers will now see more value in utilizing the services of organized players like Snowman.

Competition

Temperature controlled logistics industry continues to be heavily fragmented with a large part of the requirement being addressed by unorganized players. Increased industry awareness has brought in several new players in the recent times. However, Snowman with its one lakh plus pallets of warehousing capacity spread across the country and fleet of 293 trucks traversing the length and breadth of the country is in an unique leadership position. The Company will strengthen its position by offering customized logistics solutions to its large base of customers.

Cautionary Statement

Statements made in this report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might vary materially from those either expressed or implied.

Utilization of the IPO Proceeds

The proceeds of the IPO successfully brought out by the company in 2014, have been used for setting up of temperature controlled and ambient warehouses, long term working capital and for General Corporate Purposes. The summary of utilization of net IPO proceeds is as follows:

Particulars	Amount (In Rs.)
Issue Proceeds	1,97,42,83,786
Less: Issue expenses	13,84,40,409
Net proceeds from IPO	1,83,58,43,377
Amount utilized 2014-15	1,20,38,98,171
Amount utilized 2015-16	61,09,44,247
Amount utilized 2016-17	2,10,00,959
Balance to be utilized	Nil

Share Capital

The paid-up share capital of your company is 167,087,995 equity shares of Rs.10/- each. There were no changes during the year.

Dividend

Keeping in mind the Company''s growth plans and hence the need to conserve cash, the Board of Directors have not recommended any dividend for the year.

Board of Directors

As on date, the Board of Directors of the Company comprises eight Directors of which four are Non-Executive Independent Directors in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The information related to remuneration of director as required under Section 197(12) of the Act is given at the end of the report.

Nomination, Remuneration and Board Evaluation Policy

The Nomination, Remuneration and Board Evaluation Policy contains the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and other employees of the Company. The Nomination and Remuneration Policy forms part of this report as "Annexure C" and are also available on the website of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meetings

During the year 4 (Four) Board Meetings and 4 (Four) 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 stipulated under the Companies Act, 2013.

Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is hereby confirmed that:

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

(b) the directors had selected such accounting policies and applied them consistently 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) the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

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

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company''s Statutory Auditors confirming compliance forms part of this report as "Annexure A"

Auditors Statutory auditors

The term of the current auditor M/s Price Waterhouse, is due to come to an end at the forthcoming Annual General Meeting ("AGM") and a new statutory auditor to be appointed in their place. The Audit Committee members and Board after evaluating several proposals have decided to recommend M/s S R Batliboi & Co, LLP as the statutory auditor for a period of five years from the forthcoming AGM.

Secretarial Audit

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 Mr.

Nagendra D Rao, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report is annexed herewith as "Annexure B"

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Board is in force by the Company. The Company also adopts 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. A. M. Sundar, Chief Financial Officer and Company Secretary as the Compliance Officer under the Code.

Corporate Social Responsibility ("CSR")

The Annual Report on CSR activities is annexed herewith as "Annexure D"

The Company had spent INR 25.77 Lakhs and INR 29.76 Lakhs in 2014-15 and 2015-16 respectively. However due to the corrective actions taken in terms of change in the business model as well as one-time expenses incurred during the current year, the Company has reported a loss during the year. Hence the Board in the best interest of the stakeholders has not incurred any expenditure on CSR activities during the current year. Moving forward the Company will Endeavour to spend on CSR activities in accordance with the prescribed limits.

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 so as to meet the challenges of the business.

Vigil Mechanism

The Company has a vigil mechanism in placed named as Whistle Blower Policy to report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Related Party Transactions

The related party transactions per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2017 are given below. Suitable disclosure as required by the Indian Accounting Standards has been made in the notes to the Financial Statements.

The company purchased a land parcel from Gateway Distriparks Limited for Rs. 2.03 Crores at Krishnapatanam in the ordinary course of business. The above transaction has been conducted at the prevailing market prices after getting a valuation from an independent valuer.

Particulars of Loans Given, Investments Made, Guarantees Given or Security Provided by the Company

The Company has not given any loan or any guarantee or security.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E"

Employee Stock Option Scheme

The details of stock options as on 31 March 2017 under the Snowman ESOP Scheme 2012 is set out in the "Annexure F" to the Directors'' Report.

Human Resources

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/ or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were received by the Company during the period under review.

The total number of employees as on 31 March 2017 was 362 as against 401 as on 31 March 2016.

Particulars of Employees

Information in accordance with Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed herewith as "Annexure G"

Disclosure under Section 134 (3) (m) of the Companies Act, 2013 Conservation of Energy

The Company continues to give the highest priority for conservation of energy by using a mix of technology changes, process optimization methods and other conventional methods, on an ongoing basis.

Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.

Acknowledgements

The Board of Directors thank all the stakeholders of the Company including its customers, shareholders, bankers, vendors for their continued support and assistance and look forward to having the same support in our future endeavors. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of the Company

For and on behalf of the Board of Directors

For Snowman Logistics Limited

Place: New Delhi Prem Kishan Dass Gupta

Date: May 17, 2017 Chairman

Annexure A

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Mar 31, 2015

Dear Members,

The Board of Directors presents the Annual Report of the Company together with the Audited Statements of Account for the financial year ended 31 March 2015.

Your Company continues to maintain its leadership in the temperature controlled logistics industry with a total warehousing capacity of 85,500 pallets comprised of 28 temperature controlled warehouses across 15 locations and operated a fleet of 501 Reefer vehicles as on 31 March 2015. The Company believes that the expanded warehousing operations coupled with the standard and quality of service that the Company offers will augment your Company's growth.

Financial Performance

(Rs. in Crores)

Particulars 2014-15 2013-14 Growth

Pallet Capacity 85,500 61,700 39%

Fleet Strength 501 370 35%

Revenue From Operations 202.93 153.41 32%

Growth%

Other Income 4.65 1.83 155%

Total Income 207.59 155.23 34%

EBITDA 47.02 38.01 24%

EBITDA% 23% 25%

PBT 14.73 13.69 8%

PBT% 7% 9%

PAT 24.75 22.48 10%

PAT% 12% 14%

Initial Public Offering

During the year, the Company had completed its highly successful Initial Public Offering of 42,006,038 Equity Shares of Rs. 10/- each at a premium of Rs. 37/- per Equity Share aggregating to Rs. 47/- per Equity Share. The total size of the issue was Rs. 1,974,283,786. The Initial Public Offer was oversubscribed to the extent ~60 times.

The bid / issue was opened on 26 August 2014 and closed on 28 August 2014. Subsequently, the prospectus dated 30 August 2014 was filed with the jurisdictional Registrar of Companies. The Equity shares of the Company have been listed on both National Stock Exchange of India Limited and BSE Limited since 12 September 2014.

Utilisation of the IPO Proceeds

The proceeds of the IPO are being used for setting up of temperature controlled and ambient warehouses, long term working capital and for General Corporate Purposes. The unutilised portion thereto has been invested into bank deposits. The summary of utilisation of net IPO proceeds are as follows:

(Rs. In Lacs)

particulars

Issue Proceeds 19,742.84

Less: Issue expenses 1,384.40

Net proceeds from IPO 18,358.44

Amount utilised 12,038.98

Funds to be utilised (remain invested 6,319.46 in bank current account and deposits)

Share Capital

The paid-up share capital of your Company increased from 124,105,857 equity shares of Rs. 10/- each to 166,676,495 equity shares of Rs. 10 each during the year due to the allotment of 564,600 equity shares on exercise of stock options by the eligible employees under Snowman ESOP Scheme 2012 and 42,006,038 equity shares under Initial Public Offering.

Dividend

The Board of Directors has recommended a final dividend of 5% which works out to Rs. 0.50/- per equity share of Rs. 10 each subject to the approval of the shareholders at the Annual General Meeting.

Board of Directors

As on date, the Board of Directors of the Company comprises nine Directors of which five are Non Executive Independent Directors in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.

The Board recommends the reappointment of Mr. Gopinath Pillai Chairman and Mr. Prem Kishan Gupta who are liable to retire by rotation and being eligible seek re-appointment pursuant to Section 152 of the Companies Act, 2013.

Further the Board recommends the appointment of Mrs. Chitra Gouri Lal who was appointed as an Additional Director with effect from 30 March 2015 and holds office upto the forth coming Annual General Meeting and being eligible as Independent Director under the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement not liable to retire by rotation and to hold office for the period stated in the resolution and explanatory statement forming part of the Notice calling the Annual General Meeting.

The Board also recommends the appointment of Mr Tomoyuki Masuda who was appointed as an Additional Director with effect from 28 April 2015 and holds office upto the forthcoming Annual General Meeting and being eligible as a Director of the Company under the provisions of Companies Act, 2013 liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The information related to remuneration of director as required under Section 197(12) of the Act is given at the end of the report.

Remuneration Policy

The criteria for appointment of directors as lid down by the Nomination and Remuneration Committee includes(a) qualifications (degree/specialist), (b) experience (management in a diverse organisation / in accounting and finance, administration, corporate and strategic planning or fund management / Demonstrable ability to work effectively with a Board of Directors) , (c) skills (Excellent interpersonal, communication and representational skills/ Demonstrable leadership skills / Extensive team building and management skills / Strong influencing and negotiating skills/ Having continuous professional development to refresh knowledge and skills ), (d) abilities and other attributes (Commitment to high standards of ethics, personal integrity and probity / Commitment to the promotion of equal opportunities, community cohesion and health and safety in the work place and (e) independence [(i) Person of integrity and possesses relevant expertise and experience,(ii) Not a promoter of the Company or its holding, subsidiary or associate company (iii) Not related to promoters or directors in the Company, its holding, subsidiary or associate company, (iv) No pecuniary relationship with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during current & immediately preceding 2 financial years,(v) Relatives do not have pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, exceeding the lower amount of 2% or more of total income or Rs. 50 Lacs or prescribed amount during current & immediately preceding 2 financial years , (vi) Neither person nor relatives hold position of key managerial personnel or employee of the Company or its holding, subsidiary or associate company in any of the 3 financial years immediately preceding the financial year of proposed appointment, (vii) Not an employee or proprietor or a partner,in any of the 3 financial years immediately preceding the financial year of proposed appointment of a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company or any legal or a consulting firm that has or had any transaction with the Company its holding, subsidiary or associate company amounting to 10%. or more of the gross turnover of such firm,(viii) not holds together with relatives 2%. or more of the total voting power of the Company; or is a Chief Executive or director, by whatever name called,of any nonprofit organisation that receives 25% or more of its receipts from the Company any of its promoters,directors or its holding,subsidiary or associate company or that holds 2% or more of the total voting power of the Company and (ix) such other prescribed qualifications.

The Company's policy on remuneration of Directors, Key Managerial Personnel and other employees has been approved by the Nomination and Remuneration Committee. Base Compensation must be competitive and reflective of the individual's role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices). Variable salary must be based on the performance of the Company and the employees, annual bonus will be paid to the employees, normally equal to one month's salary. Retirement Benefits includes Contribution to Provident fund, Gratuity etc as per Company rules and statutory requirements. Directors remuneration includes remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board. The total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed 11% of the net profits of the Company computed in the manner laid down in Section 198 of the Companies Act. The Company with the approval of the Shareholders and Central Government may authorise the payment of remuneration exceeding 11% of the net profits of the Company, subject to the provisions of Schedule V to the Companies Act, 2013. The Company may with the approval of the shareholders authorise the payment of remuneration up to 5% of the net profits of the Company to its any one Managing Director/Whole Time Director/Manager and 10% in case of more than one such official. The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director up to 1% of the net profits of the Company if there is a managing director or whole time director or manager and 3% of the net profits in any other case.The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013. The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the members. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors subject to provisions of section 197 of the Companies Act and the rules made there under. The remuneration payable to the Directors shall be as per the Company's policy and shall be valued as per the Income Tax Rules.The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership abilities,initiative taking abilities and knowledge base and determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance and review on remuneration packages of other organisations.

Details of Familiarisation Programme for Independent Directors and criteria for making payments to Non-Executive Directors can be accessed on our website: www.snowman.in

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meetings

During the year 7 (Seven) Board Meetings and 4 (Four) 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 stipulated under the Companies Act, 2013.

Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement it is hereby confirmed that:

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

(b) the directors had selected such accounting policies and applied them consistently 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) the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e) 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.

Auditors

Statutory auditors

M/s. Price Waterhouse, Firm Registration Number: 301112E, Chartered Accountants, Kolkata, Statutory Auditors of the Company who have been appointed by the members of the Company cease their office at the ensuing Annual General Meeting. Being eligible they have offered themselves to be reappointed as the Statutory Auditors of the Company. The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of Price Waterhouse as the statutory auditors of the Company subject to the approval of the members at the Annual General Meeting. Their comments on the accounts and notes to the accounts are self-explanatory. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment of Statutory Auditors of the Company.

Secretarial Audit

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 Mr. Nagendra D Rao, Practising Company Secretary to undertake the Secretarial Audit of the Company.The report is annexed herewith as "Annexure A"

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company's Statutory Auditors confirming compliance forms part of this report as "Annexure B"

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Board is in force by the Company. The Company also adopts 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. A. M. Sundar, Chief Financial Officer and Company Secretary as the Compliance Officer under the Code.

Corporate Social Responsibility

During the year 2015, as a part of its Corporate Social Responsibility, the Company has contributed Rs. 25,77,000 to the Prime Ministers National Relief Fund in accordance with the Schedule VII of the Companies Act 2013 and Corporate Social Responsibility Policy of the Company. The Annual Report on CSR activities is annexed herewith as "Annexure C".

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 so as to meet the challenges of the business.

Vigil Mechanism

The Company has a vigil mechanism in place named as Whistle Blower Policy to report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Related Party Transactions

The related party transactions per the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year ended March 31,2015 are given below. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

Reimbursement of expenses- Travelling : Gateway Distriparks Limited : INR 247,187

Remuneration to KMP :Mr Ravi Kannan : INR 9,711,516 & Mr A M Sundar : INR 4,994,628

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D".

Employee Stock Option Scheme

The details of stock options as on 31 March 2015 under the Snowman ESOP Scheme 2012 is set out in the Annexure E to the Directors' Report.

Human Resources

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were received by the Company during the period under review.

Headcount

The total number as on 31 March 2015 was 408 as against 383 as on 31 March 2014.

Particulars of Employees

Information in accordance with Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed herewith as "Annexure E".

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being send to all shareholders of the Company excluding the aforesaid information. Any shareholders interested in obtaining such particulars may write to the Company Secretary and Compliance Officer at the Registered Office of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars on energy conservation, technology absorption and foreign exchange earnings and outgo in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure F"

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 Company's existence, have been identified by the Board of Directors.

Acknowledgements

The Board of Directors thank all the stakeholders of the Company including its customers, shareholders, bankers, vendors for their continued support and assistance and look forward to having the same support in our future endeavours. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of the Company

For and on behalf of the Board of Directors

Place: New Delhi Gopinath Pillai Date: April 28, 2015 Chairman