To, The Members,
Deccan Transcon Leasing Limited
Suite No. 507, 5th Floor, Capital Parks, Image Gardens Road, Madhapur, Hi-Tech City, Hyderabad - 500 081. Telangana, India.
The Directors take pleasure in presenting their 19 th Annual Report on the business and operations of the Company, along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31 st March 2026.
The international ISO tank market remained subdued during the year under review. Despite these challenging conditions, the Company undertook several strategic initiatives to strengthen and expand its business operations. Contracts were secured for the deployment of tankers in domestic transportation and storage activities in both India and Thailand. The Company also reinforced its relationships with leasing partners, enhancing its operational flexibility and market position. In addition, significant efforts were made to strengthen the team and build organizational capabilities. We are focusing on upgrading technology across all company verticals. This includes implementing a global ERP system, with go-live targeted for November 2026, to standardize operations and improve efficiency, alongside AI initiatives to automate workflows and enhance analytics for route optimization, inventory management, and profitability. The Company remains committed to continuous improvement and looks forward to sustaining its progress and growth in the years ahead.
FINANCIAL RESULTS
Financial Results of the Company for the year under review, along with the figures for the previous year, are as follows: (In lakhs)
| Particulars | Standalone Basis | Consolidated Basis | ||
| 2025-26 | 2024-25 | 2025-26 | 2024-25 | |
| Revenue from operations | 9,082.23 | 8,571.10 | 15,984.81 | 16,631.26 |
| Add: Other Income | 224.53 | 29.41 | 161.01 | 29.41 |
| Total Income | 9,306.76 | 8,600.51 | 16,145.82 | 16,660.67 |
| Profit/Loss before Interest, Depreciation & Tax | 981.22 | 584.08 | 1955.02 | 1030.65 |
| Less: Interest | 380.42 | 229.08 | 616.04 | 252.46 |
| Depreciation | 304.25 | 159.66 | 618.34 | 184.40 |
| Add/Less: Share of Profit in Associate & Joint Venture (Net) | - | - | 139.14 | 135.61 |
| Profit/Loss before Tax | 296.55 | 195.33 | 859.78 | 731.82 |
| Less: Previous year adjustment | - | - | - | - |
| Provision for the current year\u2019s income tax and Deferred Tax | (29.58) | 52.31 | 44.70 | 113.48 |
| Profit /Loss for the year | 326.12 | 143.02 | 815.08 | 618.35 |
| Other Comprehensive Income/Loss | - | - | - | - |
| Total Income /Loss for the year | 326.12 | 143.02 | 815.08 | 618.35 |
| Earnings per share | ||||
| -Basic | 1.44 | 0.71 | 3.59 | 3.08 |
| -Diluted | 1.44 | 0.71 | 3.59 | 3.08 |
REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS
The company achieved a consolidated turnover of 15,984.81 lakh during the year under review, compared to 16,631.26 lakh in the previous financial year. Despite the change in the revenue base, the Company maintained a strong operational performance, supported by improved profitability and enhanced operating efficiency. The consolidated EBITDA for the year stood at 1955.02 lakh (12.1%), as compared to 1030.65Lakh (6.2%) in the previous financial year registering a significant growth of 89.69%. The substantial improvement in EBITDA reflects enhanced operating performance, improved cost efficiencies and better contribution from the Companys core business operations. The EBITDA margin also improved during the year, indicating stronger operating profitability and improved utilisation of resources.
This improvement in margins was primarily driven by a deliberate reduction in the number of long-haul routes operated to the United States and Europe, which had been adversely affected by the ongoing conflict in Ukraine and disruptions in the Red Sea; these developments are estimated to have impacted consolidated revenue by approximately 15% during the year. In response, the Company prioritized asset utilization and margins over volume by increasing longer-term contracts for domestic deployment in India and Thailand, and by converting a portion of its operating lease assets to finance leases. The reduction in long-haul deployment also affected the performance of the Malaysian Subsidiary, which was engaged in these routes, and contributed to the decline in consolidated revenue for the year.
The consolidated profit after tax (PAT) for the period (including share of associates) was Rs. 815.08 Lakhs, reflecting a growth of 31.81% from Rs. 618.35 Lakhs reported in Financial Year 2024 25.
The standalone revenue from operations for Financial Year 2025 26 amounted to 9,082.23 lakhs, marking an increase of 5.96% over 8,571.10 lakhs in Financial Year 2024 25. The profit before tax (PBT) and profit after tax (PAT) on a standalone basis stood at 296.55 lakhs and 326.12 lakhs, respectively, reflecting increases of 51.82 % and 128.02 %, respectively, over 195.33 lakhs and 143.02 lakhs reported in the previous financial year.
FINANCIAL PERFORMANCE OVERVIEW
| Metric | 2025-26 | 2024-25 | Performance Change |
| Revenue from Operations (Rs. in Lakhs) | 15,984.81 | 16,631.26 | 3.89% |
| EBITDA (Rs. in Lakhs) | 1,955.02 | 1,030.65 | 89.69% |
| Profit for the year (incl. share of associates) (Rs. in Lakhs) | 815.08 | 618.35 | 31.81% |
| Metric | 2025-26 | 2024-25 | Performance Change |
| Revenue from Operations (Rs. in Lakhs) | 9,082.23 | 8,571.10 | 5.96% \u2b06\ufe0f |
| PBT (Rs. in Lakhs) | 296.55 | 195.33 | 51.82% \u2b06\ufe0f |
| PAT (Rs. in Lakhs) | 326.12 | 143.02 | 128.02% \u2b06\ufe0f |
DIVIDEND
During the fiscal year under review, the Board of Directors did not recommend any interim dividend.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any unpaid/unclaimed amount which is required to be transferred, under the provisions of the Companies Act, 2013, to the Investor Education and Protection Fund (IEPF) of the Government of India.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2025-26 in the distributable retained earnings.
SHARE CAPITAL
The Authorised Share Capital of the Company as at March 31, 2026, stood at 24,00,00,000 (Rupees Twenty-Four Crores only), comprising 2,40,00,000 (Two Crores Forty Lakhs) Equity Shares of 10 each.
Accordingly, as at March 31, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at 22,72,34,480 (Rupees Twenty-Two Crores Seventy-Two Lakhs Thirty-Four Thousand Four Hundred and Eighty only), comprising 2,27,23,448 (Two Crores Twenty-Seven Lakhs Twenty-Three Thousand Four Hundred and Forty-Eight) Equity Shares of 10 each.
SUB-DIVISION/ SPILT OF EQUITY SHARES
No subdivision/split took place in the Company for the year under review
DEPOSITS
During the year under review, the Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made thereunder.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
As at March 31, 2026, Deccan Shipping & Logistics Sdn. Bhd., Malaysia (Malaysian Subsidiary) was a subsidiary of the Company, with the Company holding 55.14% of its paid-up equity share capital. The Malaysian Subsidiary was incorporated on February 7, 2018, under the laws of Malaysia.
Subsequent to the reporting date, the Board of Directors, at its meeting held on July 19, 2026, approved the acquisition of 2,32,870 equity shares, representing 15.34% of the paid-up equity share capital of the Malaysian Subsidiary, from Mr. Bejoy Varghese Vallikkunnel. Pursuant to the aforesaid approval, the Share Purchase Agreement (SPA) was executed by the parties on July 22, 2026.
The acquisition was proposed to increase the Companys shareholding in the Malaysian Subsidiary from 55.14% to 70.48%, thereby strengthening its ownership, control and economic interest in the subsidiary and enabling greater participation in its strategic and operational matters.
The Malaysian Subsidiary has plans to expand its business streams and is exploring opportunities for raising funds to support and finance its proposed growth initiatives. In this context, the Promoters intend to consolidate the shareholding by increasing the shareholding of the Indian parent company in the Malaysian Subsidiary. The Company is also eligible to pursue a listing on the Main Board, subject to applicable regulatory requirements and other conditions. The proposed increase in the shareholding of the Malaysian Subsidiary, together with the anticipated growth in its business and revenues, forms part of the Companys broader strategy to strengthen the Groups consolidated business and evaluate opportunities for a potential Main Board listing over the medium term.
King Star Freight Private Limited was an Associate Company of the Company within the meaning of Section 2(6) of the Companies Act, 2013, as at March 31, 2026. Subsequently, pursuant to the approval of the Board of Directors at its meeting held on June 08, 2026, the Company approved the cessation of King Star Freight Private Limited as an Associate Company. The SPA in this regard was executed by all the parties on July 22, 2026.
The proposed disposal is intended to unlock and realize the value of the Companys investment in King Star Freight Private Limited at a consideration determined with reference to an independent valuation, while enabling the Company to rationalize and optimize its investment portfolio, improve capital allocation and redeploy the proceeds towards its broader business and strategic objectives.
Further, Deccan Orient Line Company Limited is an Associate Company of Deccan Shipping & Logistics Sdn. Bhd.
The details of the subsidiaries and associate companies, including their financial highlights, performance and contribution to the overall performance of the Group, as applicable, are set out in Form AOC-1, which forms part of this Annual Report, in accordance with the requirements of the Companies Act, 2013.
The Board of Directors has approved the Policy for Determining Material Subsidiaries, which is available on the Companys website under the Investors section https://www.deccantrans.com/for-investors.
The Company does not have any joint ventures.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review, the Company did not form or dissolve any Subsidiary, Joint Venture or Associate Company.
Subsequent to the end of the financial year, pursuant to the approval of the Board of Directors at its meeting held on June 8, 2026, King Star Freight Private Limited ceased to be an Associate Company of the Company with effect from the said date. The Share Purchase Agreement (SPA) in relation to the transaction was executed by the parties on July 22, 2026.
The aforesaid change occurred subsequent to the reporting date and has accordingly been disclosed as a subsequent event.
DISCLOSURE ON AGREEMENTS UNDER SCHEDULE III, PART A, CLAUSES 5 AND 5A OF SEBI (LODR) REGULATIONS, 2015
Pursuant to Schedule III, Part A, Para A, Clause 5 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, or employees of the Company or of its holding, subsidiary, or associate company, either among themselves or with the Company or with any third party, which impact the management or control of the Company or impose any restriction or create any liability upon the Company.
Further, in accordance with Clause 5A of the said Schedule, there has been no rescission, amendment, or alteration of any such agreements during the reporting period. Accordingly, no disclosure to the Stock Exchanges is applicable in this regard.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, AND SECURITIES PROVIDED
The details of particulars of loans, guarantees or investments that are required to be provided as per Section 134(3)(g) of the Companies Act, 2013, are given in notes no. 12 & 13 of the Financial Statements.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY
During the year under review, there was no change in the registered office of the company.
GOVERNANCE STRUCTURE: BOARD OF DIRECTORS AND ITS COMMITTEES AS ON MARCH 31, 2026
(a) NON-EXECUTIVE & INDEPENDENT DIRECTORS
| Name | DIN | Designation |
| Mrs. Samavedam Venkata Naga Lavanya | 07891405 | Independent Director |
| Mr. Karat Roger Vijayan Parameshwar | 02446230 | Independent Director |
| Mr. Satyamurti Rama Sundar | 00114258 | Independent Director |
* Mrs. Samavedam Venkata Naga Lavanya, Independent Director of the Company, resigned from the position of Director with effect from the close of business hours on April 20, 2026.
(b) EXECUTIVE DIRECTORS
| Name | DIN | Designation |
| Mr. Jaidev Menon Parath | 07020583 | Whole Time Director |
| Mrs. Karthika Menon | 02529774 | Whole Time Director |
* Mr. Shekhar Miriyala, Whole-Time Director of the Company, resigned from the position of Director with effect from August 28, 2025.
(c) KEY MANAGERIAL PERSONNEL (KMP)
The Key Managerial Personnel (KMP) of the Company as on March 31, 2026 were as follows:
| Name | Designation |
| Mr. Rajeev Menon | Chief Executive Officer (CEO) |
| Mr. Sumit Kothari | Chief Financial Officer (CFO) |
| Ms. Khushboo Gautam | Company Secretary & Compliance Officer |
Changes subsequent to March 31, 2026
Mr. Sumit Kothari, Chief Financial Officer of the Company, resigned with effect from the close of business hours on May 15, 2026. Mr. Sudhakar V. Kada was appointed as the Chief Financial Officer of the Company with effect from June 03, 2026. Mr. Sudhakar V. Kada, Chief Financial Officer of the Company, resigned with effect from the close of business hours on July 09, 2026. Ms. Khushboo Gautam, Company Secretary and Compliance Officer of the Company, resigned with effect from the close of business hours on August 25, 2026. Ms. Kanika Arora was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 31, 2026.
Accordingly, the KMP of the Company as on the date of this Annual Report are as follows:
| Name | Designation |
| Mr. Rajeev Menon | Chief Executive Officer (CEO) |
| Ms. Kanika Arora | Company Secretary & Compliance Officer |
(d) AUDIT COMMITTEE
In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly constituted an Audit Committee.
Composition of the Audit Committee (as on 31 st March 2026):
| Name of the Director | Category | Position in Committee |
| Mr. Satyamurti Ramasundar (DIN: 00114258) | Independent, Non-Executive Director | Chairperson |
| Mr. Karat Roger Vijayan Parameshwar (DIN: 02446230) | Independent, Non-Executive Director | Member |
| Mr. Jaidev Menon (DIN: 07020583) | Executive Director, Whole Time Director | Member |
The composition of the Audit Committee is in compliance with the requirements of the Companies Act, 2013 and SEBI LODR Regulations. All the members of the Committee possess financial and accounting expertise.
(e) NOMINATION AND REMUNERATION COMMITTEE
As per Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee shall consist of at least three non-executive directors, out of which not less than half shall be independent directors. The Chairperson of the Committee shall be an Independent Director.
Composition of Nomination and Remuneration Committee (as on 31 st March 2026)
| Name of the Director | Category | Position in Committee |
| Mr. Karat Roger Vijayan Parameshwar (DIN: 02446230) | Independent, Non-Executive Director | Chairperson |
| Mr. Satyamurti Ramasundar (DIN: 00114258) | Independent, Non-Executive Director | Member |
| Mr. Jaidev Menon (DIN: 07020583) | Executive, Whole Time Director | Member |
(f) STAKEHOLDER RELATIONSHIP COMMITTEE:
As per Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015, every listed company shall constitute a Stakeholders Relationship Committee to consider and resolve the grievances of security holders. The Chairperson of the Committee shall be a Non-Executive Director.
Composition of Stakeholder Relationship Committee (as on 31 st March 2026)
| Name of the Member | Category | Position in Committee |
| Mr. Karat Roger Vijayan Parameshwar (DIN: 02446230) | Independent, Non-Executive Director | Chairperson |
| Mr. Satyamurti Ramasundar (DIN: 00114258) | Independent, Non-Executive Director | Member |
| Ms. Samavedam Venkata Naga Lavanyaa (DIN: 07891405) | Independent, Non-Executive Director | Member |
Changes subsequent to March 31, 2026
Mrs. Samavedam Venkata Naga Lavanyaa, Independent Director of the Company, resigned from the position of Director with effect from the close of business hours on April 20, 2026. Consequently, the Stakeholders Relationship Committee was reconstituted, and Mr. Jaidev Menon (DIN: 07020583), Executive, Whole-Time Director, was appointed as a Member of the Committee in place of Mrs. Samavedam Venkata Naga Lavanyaa.
Accordingly, the composition of the Stakeholders Relationship Committee as on the date of this Annual Report is as follows:
| Name of the Member | Category | Position in Committee |
| Mr. Karat Roger Vijayan Parameshwar (DIN: 02446230) | Independent, Non-Executive Director | Chairperson |
| Mr. Satyamurti Ramasundar (DIN: 00114258) | Independent, Non-Executive Director | Member |
| Mr. Jaidev Menon (DIN: 07020583) | Executive, Whole-Time Director | Member |
(g) WORKING / EXECUTIVE COMMITTEE
The Working/Executive Committee is a Management Level Committee constituted by the Board for the purpose of granting internal approvals and ensuring timely decisions on operational matters.
Composition of Working / Executive Committee (as on 31 st March 2026)
| Name of the Member | Category | Position in Committee |
| Mr. Jaidev Menon (DIN: 07020583) | Whole-Time Director | Chairperson |
| Mrs. Karthika Menon (DIN: 02529774) | Whole-Time Director | Member |
| Mr. Rajeev Menon | Chief Executive Officer | Member |
Changes during the year
Mr. Shekhar Miriyala, Whole-Time Director of the Company and Member of the Working/Executive Committee, resigned from the position of Director with effect from August 28, 2025. Consequently, Mrs. Karthika Menon was appointed as a Member of the Working/Executive Committee in his place.
(h) INTERNAL COMMITTEE
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), the Company has constituted an Internal Committee (IC) to address and redress complaints relating to sexual harassment at the workplace.
During the Financial Year 2025 26, the Internal Committee was reconstituted pursuant to changes in its composition, to ensure continued compliance with the provisions of the POSH Act.
The composition of the IC (as on 31 st March 2026)
| Sr. No. Name of Person | IC position Presiding Officer/ | Designation |
| 1 Ms. Karthika Menon | Chairperson | Whole Time Director |
| 2 Ms. Khushboo Gautam | Member | Company Secretary & Compliance Officer |
| 3 Ms. Krishnaveni Bhoga | Member | Sr. Manager - HR |
| 4 Ms. Prachi Rahul | Member | AGM - Pricing & Analytics, Operations |
| 5 Mr. Navaneeth Jaidev | Member | CTO |
| 6 Ms. Tseten Choden | External Member | Corporate lawyer and CS, POSH Trainer |
Changes subsequent to March 31, 2026
Subsequent to March 31, 2026, Ms. Prachi Rahul, Member of the Internal Committee, resigned with effect from July 31, 2026.
Further, Ms. Khushboo Gautam, Member of the Internal Committee and Company Secretary & Compliance Officer of the Company, shall cease to hold office with effect from the close of business hours on August 25, 2026. Ms. Kanika Arora shall be appointed as the Company Secretary & Compliance Officer of the Company with effect from August 31, 2026 and shall also be appointed as a Member of the Internal Committee in place of Ms. Khushboo Gautam. Accordingly, the Internal Committee shall be reconstituted with effect from August 31, 2026.
The revised composition of the Internal Committee, effective from August 31, 2026, shall be as follows:
| Sr. No. Name of Person | IC position Presiding Officer/ | Designation |
| 1 Ms. Karthika Menon | Chairperson | Whole Time Director |
| 2 Ms. Krishnaveni Bhoga | Member | Sr. Manager HR |
| 3 Mr. Navaneeth Jaidev | Member | CTO |
| 4 Ms. Kanika Arora | Member | Company Secretary & Compliance Officer |
| 5 Ms. Tseten Choden | External Member | Corporate lawyer and CS, POSH Trainer |
APPOINTMENTS, RESIGNATIONS, AND CHANGES IN DIRECTORS/KMP
There were changes in the composition of the Board of Directors and Key Managerial Personnel during the year under review.
Mr. Shekhar Miriyala, Whole-Time Director of the Company, resigned from the position of Director with effect from August 28, 2025. Consequent to his resignation, the composition of the Board of Directors as at March 31, 2026, was as follows:
| SR. No. Name | DIN | Designation |
| 1. Mr. Jaidev Menon Parath | 07020583 | Whole Time Director |
| 2. Mrs. Karthika Menon | 02529774 | Whole Time Director |
| 3. Mrs. Samavedam Venkata Naga Lavanya* | 07891405 | Independent Director |
| 4. Mr. Karat Roger Vijayan Parameshwar | 02446230 | Independent Director |
| 5. Mr. Satyamurti Ramasundar | 00114258 | Independent Director |
Mrs. Samavedam Venkata Naga Lavanyaa, Independent Director of the Company, resigned from the position of Director with effect from the close of business hours on April 20, 2026.
The Key Managerial Personnel (KMP) of the Company as on March 31, 2026, were as follows:
| Name | Designation |
| Mr. Rajeev Menon | Chief Executive Officer (CEO) |
| Mr. Sumit Kothari | Chief Financial Officer (CFO) |
| Ms. Khushboo Gautam | Company Secretary & Compliance Officer |
Mr. Sumit Kothari, Chief Financial Officer of the Company, resigned with effect from the close of business hours on May 15, 2026.
Mr. Sudhakar V. Kada was appointed as the Chief Financial Officer of the Company with effect from June 03, 2026.
Mr. Sudhakar V. Kada, Chief Financial Officer of the Company, resigned with effect from the close of business hours on July 09, 2026.
Ms. Khushboo Gautam, Company Secretary and Compliance Officer of the Company, resigned with effect from the close of business hours on August 25, 2026.
Ms. Kanika Arora was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 31, 2026.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Pursuant to section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company has received declarations from all the Independent Directors of the Company confirming:
1. That they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof.
2. That their names in the data bank of Independent Directors are maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
3. That they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
4. That they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience, expertise, and proficiency, and are independent of Management and hold the highest standards of integrity. All the Independent Directors of the Company have registered their names with the data bank maintained by the Indian Institute of Corporate Affairs.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 178(1) of the Companies Act 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its performance, that of its committees, and individual Directors.
The evaluation was conducted as per the framework recommended by the Nomination and Remuneration Committee (NRC) and approved by the Board. This framework includes detailed criteria, evaluation methodology, and timelines and is outlined in the NRC Policy available on the Companys website.
The evaluation covered various aspects of Board functioning, including its composition and diversity, strategic oversight, quality of discussions, effectiveness of Board and Committee meetings, governance and risk management practices, succession planning, and Board-management dynamics.
The performance of individual Directors was evaluated on parameters such as qualifications, experience, level of engagement, preparedness for meetings, integrity, independence of judgment, and contribution to Board deliberations and guidance to the management.
The performance of the Committees was assessed based on their composition, terms of reference, effectiveness of meetings, independence of functioning, and their overall contribution to the decision-making process of the Board.
In accordance with Regulation 25(4) of the SEBI Listing Regulations, a separate meeting of Independent Directors was held during the year as on March 06, 2026 , without the presence of Non-Independent Directors and management. At this meeting, the Independent Directors reviewed the performance of the Non-Independent Directors, the Board as a whole, and the Chairman of the Company (where applicable), and also assessed the quality and flow of information between the Board and management.
Further, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated, as prescribed under Regulation 17(10) of the SEBI Listing Regulations.
The NRC reviewed the consolidated outcome of the evaluations and confirmed the effectiveness of the process. Feedback was shared individually with Directors by the Chairman, where necessary, and key findings and improvement areas were discussed at the Board level. The Board noted the evaluation results and agreed on appropriate action points for continued improvement in effectiveness and governance.
This annual evaluation process is in compliance with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations, particularly Regulations 17(10), 19(4), 25(4), and 34(3), and reflects the Companys commitment to maintaining high standards of governance and Board effectiveness.
| Name of Director | Focus Areas and Areas of Expertise |
| Mr. Jaidev Menon Parath | Business Leadership |
| Logistics & Procurement | |
| Shipping & Tank Container Expertise | |
| International Agent Network Development | |
| Industry & Sector Expertise | |
| Ms. Karthika Menon | Human Resource Management |
| Business Leadership | |
| International Trade & Relations | |
| Employee Training & Development | |
| Industry & Sector Experience | |
| Mr. Karat Roger Parameshwar | Business Leadership |
| Human Resource Management | |
| Export Operations | |
| Setting Up Business Operations in India | |
| Industry & Sector Experience | |
| Mr. Satyamurti Ramasundar | Business Leadership |
| Financial Planning & Analysis | |
| Chartered Accountancy & Legal Understanding | |
| Corporate Governance | |
| Industry & Sector Experience |
| Key Managerial Personnel (KMP) | Focus Areas and Areas of Expertise |
| Mr. Rajeev Menon | Strategy & Business Transformation |
| Business Leadership | |
| Supply Chain Solutions | |
| Operations Management | |
| Industry & Sector Expertise | |
| Ms. Kanika Arora | Corporate Governance & ESG |
| Regulatory Compliance | |
| Secretarial Functions | |
| Transparency & Accountability |
CORPORATE GOVERNANCE
As per Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, entities listed on the SME platform are exempt from the applicability of the Corporate Governance provisions specified under these Regulations.
Disclosures in accordance with Schedule V of the Companies Act, 2013 (Clause C of Section II, Sub-Clause IV):
1. REMUNERATION OF DIRECTORS
The remuneration payable to the Board of Directors, including Independent Directors, is determined by the Board on the recommendation of the Nomination and Remuneration Committee, in line with the provisions of the Companies Act, 2013, the applicable rules made thereunder, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with. The remuneration structure remains within the overall limits duly approved by the shareholders at their General Meetings.
The details of remuneration paid/payable to the Directors, including Independent Directors, of the Company for the financial year ended 31st March 2026 are as under:
| Directors | Actual Remuneration/Sitting Fees Paid/Provided for 2025-26 | ||||
| Salary * | Bonus | Perquisites** / Benefits | Sitting Fees | Total Paid | |
| Mr. Jaidev Menon Parath | Rs.42,00,000 | 0 | As per the Company\u2019s policy | Rs. 5,40,000 | Rs. 47,40,000 |
| Ms. Karthika Menon | Rs.38,04,000 | 0 | As per the Company\u2019s policy | Rs. 2,10,000 | Rs. 40,14,000 |
| Mr. Shekhar Miriyala | Rs.24,66,928.23 | 0 | As per the Company\u2019s policy | Rs. 1,20,000 | Rs. 25,86,928.23 |
| Mr. Karat Roger Vijayan Parameshwar | 0 | 0 | As per the Company\u2019s policy | Rs. 6,60,000 | Rs. 6,60,000 |
| Mr. Satyamurti Ramasundar | 0 | 0 | As per the Company\u2019s policy | Rs. 6,60,000 | Rs. 6,60,000 |
| Mrs. Samavedam Venkata Naga Lavanyaa | 0 | 0 | As per the Company\u2019s policy | Rs. 4,65,000 | Rs.4,65,000 |
*Salary includes Special Allowance.
** Perquisites include House Rent Allowance, Leave Travel Assistance, Medical Reimbursement, contribution to Provident Fund and such other perquisites, payable to Directors.
2. Details of fixed components and performance-linked incentives, along with the performance criteria
The remuneration of the Directors primarily consists of fixed components, including salary, perquisites, sitting fees and commission, wherever applicable, as detailed in the table above.
The performance-linked criteria are determined in line with the Companys Nomination and Remuneration Policy, which lays down the framework for evaluation.
However, no performance-linked incentives were granted during the year.
3. Service contracts, notice periods, severance fees
No service contracts have been executed with the Directors, nor are there any provisions relating to notice periods or payment of severance fees. Hence, this clause is Not Applicable .
4. Stock option details, if any, and whether the same had been issued at a discount, as well as the period over which accrued and over which exercisable.
The Company has not granted any stock options to its directors or Key Managerial Personnel. Accordingly, there are no details relating to issuance at a discount, vesting/accrual period, or exercisable period. This item is Not Applicable .
APPOINTMENT OF DESIGNATED PERSON FOR COMPLIANCE UNDER THE COMPANIES ACT, 2013, READ WITH RULE 10 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014.
Pursuant to Rule 9(4) of the Companies (Management and Administration) Rules, 2014, the Company is required to designate a person who shall be responsible for furnishing, and extending cooperation for providing, information to the Registrar of Companies or any other authorised officer with respect to beneficial interest in shares of the Company.
In terms of Rule 9(5) of the Companies (Management and Administration) Rules, 2014, where the appointment of a Company Secretary is required under the Companies Act, 2013 and the rules made thereunder, the Company Secretary may be designated for the aforesaid purpose.
Accordingly, Ms. Khushboo Gautam, Company Secretary and Compliance Officer of the Company, was designated as the person responsible for furnishing and extending cooperation for providing information to the Registrar of Companies or any other authorised officer in relation to beneficial interest in the shares of the Company.
Subsequent to March 31, 2026, Ms. Khushboo Gautam resigned from the position of Company Secretary and Compliance Officer of the Company with effect from the close of business hours on August 25, 2026. Ms. Kanika Arora is appointed as the Company Secretary and Compliance Officer of the Company with effect from August 31, 2026 and was accordingly designated as the person responsible for the aforesaid purposes with effect from the said date.
The Company ensures that the designated person is duly informed of the responsibilities entrusted to her and facilitates compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
COMPLIANCE CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON COMPLIANCE WITH CONDITIONS OF CORPORATE GOVERNANCE
Due to this exemption, SME listed companies are not required to comply with the detailed Corporate Governance requirements prescribed under Chapter IV of the LODR Regulations. Consequently, such companies are not obligated to prepare and submit a Corporate Governance Report on a quarterly or annual basis, nor are they required to obtain a certificate from a Practicing Company Secretary confirming compliance with Corporate Governance norms.
CONFIRMATION ON ELIGIBILITY OF DIRECTORS BY PRACTICING COMPANY SECRETARY
Pursuant to Clause C(10)(i) of Schedule V of the SEBI (LODR) Regulations, 2015, a certificate has been obtained from a Company Secretary in practice confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any other statutory authority.
The certificate from the Practicing Company Secretary, confirming the same, has been annexed to this Report.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
BOARD OF DIRECTORS MEETINGS
The Company conducted 6 Board Meetings during the Financial Year 2025-2026 on the following dates:
. Date
1. 19.04.2025
2. 29.05.2025
3. 28.08.2025
4. 11.11.2025
5. 25.02.2026
6. 06.03.2026
The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.
BOARD MEETINGS ATTENDANCE RECORD
| Name of the Director | AGM held on 29.09.25 | 1st BM | 2nd BM | 3rd BM | 4th BM | 5th BM | 6th BM | No. of Meetings held | No. of meetings attended | % of attendance |
| Mr. Jaidev Menon | Present | Attended (Virtual) | Present in person | Present in person | Attended (Virtual) | Attended (Virtual) | Attended (Virtual) | 6 | 6 | 100% |
| Ms. Karthika Menon | Present | Attended (Virtual) | Present in person | Present in person | Attended (Virtual) | Attended (Virtual) | Attended (Virtual) | 6 | 6 | 100% |
| Mr. Karat Roger Vijayan Parameshwar | Present | Attended (Virtual) | Present in person | Present in person | Attended (Virtual) | Attended (Virtual) | Attended (Virtual) | 6 | 6 | 100% |
| Mr. Shekhar Miriyala | Present | Attended (Virtual) | Present in person | Present in person | Attended (Virtual) | Not Attended | Not Attended | 3 | 3 | 100% |
| Mr. Satyamurti Ramasundar | Present | Attended (Virtual) | Present in person | Present in person | Attended (Virtual) | Attended (Virtual) | Attended (Virtual) | 6 | 6 | 100% |
| Ms. Venkata Naga Lavanya Kandala | Present | Attended (Virtual) | Present in person | Present in person | Attended (Virtual) | Not Attended | Attended (Virtual) | 6 | 5 | 83.33% |
* Mr. Shekhar Miriyala, Whole-Time Director of the Company, resigned from the position of Director with effect from August 28, 2025.
* Mrs. Samavedam Venkata Naga Lavanya, Independent Director of the Company, resigned from the position of Director with effect from the close of business hours on April 20, 2026.
COMMITTEE MEETINGS:
Audit Committee Meeting:
The Audit Committee meetings were held 6 times in a year on the following dates:
1. 19.04.2025
2. 29.05.2025
3. 28.08.2025
4. 11.11.2025
5. 23.02.2026
6. 06.03.2026
The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.
AUDIT COMMITTEE MEETINGS ATTENDANCE RECORD
| Name of the Director | 1. | 2. | 3. | 4. | 5. | 6. | Held during the tenure | Total attended | % of attendance |
| Mr. Satyamurti Ramasundar (Chairperson) | Present in person | Present in person | Attended (Virtual) | Attended (Virtual) | Attended (Virtual) | Present in person | 6 | 6 | 100% |
| Mr. Karat Roger Vijayan Parameshwar (Member) | Present in person | Present in person | Attended (Virtual) | Attended (Virtual) | Attended (Virtual) | Present in person | 6 | 6 | 100% |
| Mr. Jaidev Menon (Member) | Present in person | Present in person | Attended (Virtual) | Attended (Virtual) | Attended (Virtual) | Present in person | 6 | 6 | 100% |
Nomination and Remuneration Meetings:
The Nomination and Remuneration Committee meetings were held 3 times in a year on the following dates:
1. 29.05.2025
2. 28.08.2005
3. 06.03.2026
The meetings were held at the frequency and within the intervals prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable
NOMINATION AND REMUNERATION COMMITTEE MEETINGS ATTENDANCE RECORD
| Name of the Director | 1st | 2nd | 3rd | Held during the tenure | Total attended | % of attendance |
| Karat Roger Vijayan Parameshwar (Chairperson) | Present in person | Attended (Virtual) | Present in person | 3 | 3 | 100% |
| Satyamurti Ramasundar (Member) | Present in person | Attended (Virtual) | Present in person | 3 | 3 | 100% |
| Jaidev Menon Parath (Member) | Present in person | Attended (Virtual) | Present in person | 3 | 3 | 100% |
Stakeholders Relationship Meetings and Independent Directors Meeting:
| The Meeting was attended by | |
| The Stakeholder Relationship committee was held once a year on March 06th, 2026. | 1. Karat Roger Vijayan Parameshwar (Chairperson) |
| 2. Satyamurti Ramasundar (Member) | |
| 3. Venkata Naga Lavanya Kandal(Member) | |
| The Meeting was attended by | |
| The Independent Directors Meeting was held once a year on March 06th, 2026. | 1. Samavedam Venkata Naga Lavanya(Chairperson) |
| 2. Satyamurti Ramasundar (Member) | |
| 3. Karat Roger Vijayan Parameshwar (Member) |
Mrs. Samavedam Venkata Naga Lavanya, Independent Director of the Company, resigned from the position of Director with effect from the close of business hours on April 20, 2026.
Consequently, the Stakeholders Relationship Committee was reconstituted, and Mr. Jaidev Menon (DIN: 07020583), Executive, Whole-Time Director, was appointed as a Member of the Committee in place of Mrs. Samavedam Venkata Naga Lavanya.
Working/ Executive Committee Meetings:
The Working/ Executive Committee Meeting were held seven times in the year as follows
. Date
1. 16.05.2025
2. 30.05.2025
3. 16.06.2025
4. 19.06.2025
5. 28.07.2025
6. 26.12.2025
7. 10.02.2026
WORKING / EXECUTIVE COMMITTEE MEETINGS ATTENDANCE RECORD
| Name of the Director | 1st | 2nd | 3rd | 4th | 5th | 6th | 7th | Held during the tenure | Total attended | % of attendance |
| Mr. Jaidev Menon | Present in person | Present in person | Present in person | Present in person | Present in person | Present in person | Present in person | 7 | 7 | 100% |
| Mr. Shekhar Miriyala | Present in person | Present in person | Present in person | Present in person | Present in person | Present in person | Present in person | 7 | 7 | 100% |
| Mr. Rajeev Menon | Present in person | Present in person | Present in person | Present in person | Present in person | Present in person | Present in person | 7 | 7 | 100% |
Mr. Shekhar Miriyala, Whole-Time Director of the Company, resigned from the office of Director with effect from August 28, 2025. Consequent to his resignation, the Committee was reconstituted, and Ms. Karthika Menon was appointed as a member of the Committee in place of Mr. Shekhar Miriyala.
MEETINGS OF THE MEMBERS
PARTICULARS OF THE ANNUAL GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR 31 st March 2026:
The Last, i.e. the 18 th Annual General Meeting of the Company for the Financial Year 2025-26, was held on 29 th September 2025, at the Registered Office of the Company.
PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR 31 st March 2026:
The Extraordinary General Meeting (01/2025-2026) of the Company was held on March 24, 2026, at the Registered Office of the Company.
FAMILIARIZATION PROGRAMME
The objective of the program was to provide the Independent Directors with a deeper understanding of the Companys business operations, industry outlook, strategic direction, and regulatory environment, thereby enabling them to participate effectively in Board discussions and decision-making processes. The details of the familiarization program have been posted on the companys website, https://www.deccantrans.com/for-investors.
DISCLOSURE OF TRANSACTIONS WITH PROMOTER/PROMOTER GROUP HOLDING 10% OR MORE SHAREHOLDING
Pursuant to Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to disclose transactions with any person or entity belonging to the promoter or promoter group holding 10% or more shareholding in the prescribed format, as per the applicable accounting standards.
During the year under review, Regulation 23 was applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
i. In the preparation of the annual accounts for the year ended on 31 st March 2026, the applicable accounting standards have been followed along with a proper explanation relating to material departure; ii. The Directors have selected such accounting policies and have 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 as of 31 st March 2026, and of the profit of the Company for the year ended on that date;
iii. The Directors 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;
iv. The Directors have prepared the annual accounts ongoing concern basis;
v. The Directors have laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and are operating effectively; and
vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS AND AUDITORS REPORT
STATUTORY AUDITORS
M/s. A.D.V. & Associates, Chartered Accountants (Firm Registration Number: 128045W), the existing Statutory Auditors of the Company, resigned from the office of Statutory Auditors of the Company with effect from August 27, 2026, due to personal reasons, resulting in a casual vacancy in the office of Statutory Auditors of the Company.
Pursuant to Section 139(8)(i) of the Companies Act, 2013, the casual vacancy in the office of Statutory Auditors arising due to resignation is required to be filled by the Board of Directors within thirty days, subject to the approval of the Company at a General Meeting convened within three months of the recommendation of the Board.
Accordingly, based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. S Bhalotia & Associates, Chartered Accountants (Firm Registration Number: 325040E), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. A.D.V. & Associates , subject to the approval of the Members of the Company at the General Meeting. M/s. S Bhalotia & Associates shall hold office until the conclusion of the next Annual General Meeting of the Company .
Further, the Board of Directors has recommended the appointment of M/s. S Bhalotia & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 19th Annual General Meeting until the conclusion of the 24th Annual General Meeting , subject to the approval of the Members of the Company at the ensuing Annual General Meeting.
The Auditors Report on the financial statements of the Company for the Financial Year under review, as issued by the outgoing Statutory Auditors, forms part of the Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer .
SECRETARIAL AUDITORS
The Board of Directors, at its Meeting held on Tuesday, 11th November, 2025, approved the appointment of M/s ACHS & Co., Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2025 26.
The Secretarial Audit Report for the Financial Year ended 31st March, 2026 is annexed to this Report. The Report does not contain any qualification, reservation, adverse remarks or disclaimer.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor.
Accordingly, based on the recommendation of the Audit Committee, the Board of Directors, at its Meeting held on Friday, 24th April, 2026, approved the appointment of AGR Advisors as the Internal Auditor of the Company for the Financial Year 2025-26.
COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit record maintenance does not apply to the company.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors, Internal Auditors, and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
SENIOR MANAGEMENT COMPLIANCE CERTIFICATION
In accordance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chief Executive Officer and the Whole-time Director of the Company, who was entrusted with the functions and responsibilities of the Chief Financial Officer during the relevant period, have submitted the Compliance Certificate to the Board for the Financial Year ended 31st March 2026. The certification affirms the truthfulness and fairness of the financial statements, the adequacy and effectiveness of internal control systems, and compliance with applicable laws and regulations.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the Financial Year ended 31 st March 2026, has been annexed to this Report. The MDA provides key insights into the operational and financial performance of the Company, along with an overview of industry trends, risks, outlook and strategic initiatives undertaken during the year.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India for Board and General Meetings.
ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Company as on 31 st March 2026, has been uploaded on the website link of the Company at https://www.deccantrans.com/for-investors
BOARD POLICIES
Nomination and Remuneration Policy
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has formulated a comprehensive policy relating to the appointment and removal of Directors and Senior Management, as well as the criteria for determining their qualifications, positive attributes, independence and remuneration.
The Policy also lays down the framework to promote diversity on the Board and includes parameters for the evaluation of the performance of the Board, its committees, and individual Directors. The Policy is available on the Companys website at https://www.deccantrans.com/for-investors
Risk Assessment and Management Policy
The Policy is designed to protect the Companys assets and safeguard the interests of all stakeholders by establishing a structured approach for the identification, assessment, mitigation, and reporting of various risks. It fosters a risk-aware culture and organizational framework that enables proactive management of both potential opportunities and adverse impacts affecting the Companys operations. Additionally, the Policy aims to maintain an appropriate balance between the costs associated with risk management and the anticipated benefits, encourages ongoing risk evaluation and the development of mitigation strategies across the Company, and provides a basis for prioritizing actions where resources are limited. The Risk Management Policy is accessible on the Companys website at https://www.deccantrans.com/for-investors
Related Party Transaction Policy
All contracts /arrangements/ transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis, and prior approval of the Board was sought for entering into related party transactions.
In accordance with the provisions of Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of material contracts or arrangements entered into by the Company with related parties are provided in Form AOC-2, which forms part of this report.
The Board has formulated and adopted a Related Party Transactions Policy for the purpose of identification, monitoring and reporting related party transactions. The policy is available on the Companys website at https://www.deccantrans.com/for-investors
NATURE OF BUSINESS, CHANGES, AND MATERIAL COMMITMENTS
We provide specialized logistics through hazardous liquid operations using over 3,000 TEU, including ISO tanks, flexi bags, dry cargo transport with 20GP and 40HC containers across varied industries, and custom supply chain services offering end-to-end solutions through multi-modal transport.
Operating globally through offices and partnerships in India, UAE, Malaysia, Thailand, and China, we serve over 1,000 clients with retention rates exceeding 80%. Our ISO tank agency services manage import and export logistics with pan-India and international presence, while our technology-enabled freight forwarding covers sea, air, and multi-modal transport.
This specialization explains our market position and why customers stay with us. In chemical logistics, safety expertise and operational reliability create lasting partnerships.
During the year under review, there was no change in the nature of the business of the Company. Further, there have been no material changes in the business operations of the Company during the financial year ended 31 st March 2026.
Additionally, there are no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report.
LISTING OF THE COMPANY
During the Financial Year 2024-25, the Company successfully completed its Initial Public Offering (IPO) comprising a fresh issue of equity shares and an offer for sale. The IPO received an overwhelming response from various categories of investors, including Retail Investors, Non-Institutional Investors (NII), and Qualified Institutional Buyers (QIB).
The issue was oversubscribed multiple times, reflecting strong investor confidence in the Companys business and growth prospects. The Board places on record its appreciation for the support extended by all stakeholders, including regulatory authorities, lead managers, stock exchange, depositories, legal and financial advisors, auditors, registrar & transfer agent, and the Companys employees.
The equity shares of the Company were listed on the NSE Emerge Platform on 24 th September 2024.
Annual listing fees for Financial Year 2025-26 have been duly paid to the stock exchange where the securities are listed.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT/ TRIBUNALS
No Significant and material orders were passed by the regulators or courts, or tribunals during the Financial Year 2025-26, impacting the going concern status and company operations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace and has in place an Internal Committee to redress the complaints and circumstances regarding the behavior of sexual harassment at the workplace. The Policy for the same is framed for the benefit of its employees. There were no complaints received from any employee during the year under review.
Details of the total reported and closed cases pertaining to incidents under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rule 14 of the POSH Rules are as follows:
Number of cases reported during the year: 1 Number of cases closed during the year: 1
Number of cases open as on 31 st March 2026 (From the last 90 days prior to the end of the Financial Year): Nil Number of workshops or awareness programs against sexual harassment carried out: 3 Nature of action taken by the employer or District Officer: Nil
PARTICULARS OF EMPLOYEE AND THEIR REMUNERATION
The applicable information required pursuant to 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 employees is as under:
i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2025-26 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, and Company Secretary in the Financial Year 2025-26:
| Name of Directors/KMP | Ratio of remuneration to median remuneration of employees | % increase in remuneration in the Financial Year |
| Executive Directors | ||
| Mr. Jaidev Parath Menon, Chairman & Whole-Time Director | 7.90 : 1 | - |
| Ms. Karthika Menon, Whole-Time Director | 6.69 : 1 | - |
| Mr. Shekhar Miriyala, Whole-Time Director Non-Executive Directors | 4.31 : 1 | - |
| Mr. Karat Roger Vijayan Parameshwar, Independent Director | 1.10 : 1 | - |
| Ms. Samavedam Venkata Naga Lavanya, Independent Director | 1.10 : 1 | - |
| Mr. Satyamurti Ramasundar, Independent Director KMP | 0.78 : 1 | - |
| Mr. Rajeev Menon, Chief Executive Officer | 11.67 : 1 | - |
| Mr. Sumit Kothari, Chief Financial Officer | 7.17 : 1 | - |
| Ms. Khushboo Gautam, Company Secretary & Compliance Officer | 2.92 : 1 | 75% |
ii ) The percentage increase in the median remuneration of employees in the Financial Year: 7%
iii ) The number of permanent employees on the rolls of the Company as on 31 st March 2026: 81
iv ) Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last Financial Year, and its comparison with the percentiles increase in managerial remuneration and justification thereof, and point out if there are any exceptional circumstances for the increase in managerial remuneration:
Average increase in remuneration of employees excluding managerial personnel : 11% Average increase in remuneration of managerial personnel : 12% Managerial personnel salary increase was decided based on the Companys performance, individual performance, inflation, prevailing industry trends and benchmarks.
v) Key parameters for any variable component of remuneration received by the Directors
Executive Directors: The Nomination and Remuneration Committee determines the variable compensation annually based on individual and organization performance.
Non-Executive Directors: Not applicable.
vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company
The Company affirms that remuneration is as per the Remuneration Policy of the Company.
SEBI COMPLAINTS REDRESS SYSTEM
SCORES (SEBI Complaints Redress System) is a centralized, web-based platform established by the Securities and Exchange Board of India (SEBI) to facilitate the effective resolution of investor grievances. It serves as a comprehensive repository for all investor complaints and enables seamless communication between investors and listed companies or intermediaries.
Key Features:
Centralized Complaint Tracking : Investors can lodge complaints online and monitor the progress in real time. Action Taken Reports (ATRs) : Companies are required to submit ATRs detailing steps taken to resolve complaints. Transparency and Accountability : The platform enhances regulatory oversight and ensures timely redressal.
Investors can access SCORES and submit their complaints at: https://scores.sebi.gov.in
In compliance with Regulation 13(3) of SEBI (LODR) Regulations, 2015, read with Schedule V, details of the complaints received during the year are available on the website of the company https://www.deccantrans.com/for-investors.
DISPUTE RESOLUTION MECHANISM (SMART ONLINE DISPUTE RESOLUTION [ODR])
In line with SEBIs commitment to strengthening investor protection, the SMART Online Dispute Resolution (ODR) mechanism has been introduced to resolve disputes between investors/shareholders and listed companies or their Registrars to an Issue and Share Transfer Agents (RTAs).
Key Highlights:
The revised ODR framework ensures efficient, transparent, and binding resolution of disputes. The ODR order is final and enforceable on both parties. Investors can initiate the ODR process through the designated ODR portal only after :
1. Attempting direct resolution with the company, and
2. Lodging a complaint via the SCORES platform.
For more information, please visit: https://www.deccantrans.com/for-investors
PROCEDURE FOR UPDATING KYC BY SHAREHOLDERS
Shareholders holding shares in physical form are requested to ensure that their KYC details are updated with the Companys Registrar and Transfer Agent (RTA) or directly with the Company. The following particulars can be updated:
1. PAN Permanent Account Number.
2. Contact Details Address, mobile number, and e-mail ID.
3. Specimen Signature For verification purposes.
4. Bank Details Bank name, branch name, account number, MICR, and IFSC code.
Steps to Update KYC:
Download the relevant forms for registering/updating KYC details from: https://in.mpms.mufg.com/
(Navigate to: Resources ? Downloads ? KYC)
Fill in the required information and attach the necessary supporting documents. Submit the completed form along with the documents to the RTA or directly to the Company.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders requests/grievances to a minimum. Priority is accorded to address all the issues raised by the shareholders and provide them with a satisfactory reply at the earliest possible time. The shareholders of the Company continue to be traded in an electronic forum, and de-materialization exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to conservation of energy and technology absorption, and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, are as follows:
1. Conservation of Energy
a) Steps taken or impact on conservation of energy:
The nature of the Companys operations does not involve high energy intensity. Nevertheless, the Company remains conscious of the need to optimize energy usage and has undertaken prudent measures to ensure avoidance of any unnecessary consumption.
b) Steps taken for utilizing alternate sources of energy:
During the year under review, the Company has not deployed alternate sources of energy, as the scale and nature of operations do not necessitate such arrangements at present. However, the Company continues to explore feasible options for adopting sustainable energy practices in the future.
c) Capital investment in energy conservation equipment(s):
No specific capital expenditure on energy conservation equipment was required during the year. The Company, however, remains committed to investing in such measures as and when considered relevant and beneficial to its business operations.
2. Technology Absorption
i) Efforts made towards technology absorption:
The Company continues to explore and adopt the latest technology that improves our level of customer service and delivery. Operational efficiency and compliance.
ii) Benefits derived, such as product improvement, cost reduction, product development or import substitution: The Company has used a mix of home-grown and off-the-shelf technologies during the period. primarily aimed at increasing visibility of out customer relationships, understanding and improving the profitability of our ISO tank operations.
iii) Imported technology (during the last three years):
Over the past three financial years, the Company has been able to efficiently manage its operations without the need to import any external technology. All of the software technology being used for operations are locally developed in India. Consequently, details regarding imported technology, year of import, and absorption are not applicable.
iv) Expenditure incurred on Research and Development:
No specific expenditure on Research and Development was incurred during the year. However, the Company remains committed to exploring opportunities for R&D investment in line with its business requirements and long-term growth strategy.
3. Foreign Exchange Earnings and Outgo (Standalone Basis)
During the Financial Year 2025-26:
Earnings:
The Company earned 2,483.84 Lakhs from exports and overseas transactions.
Expenditure:
The Company incurred an outflow of 1847.48 Lakhs towards imports and foreign service payments.
Net Foreign Exchange Gain/(Loss):
The operations resulted in a net foreign exchange gain of 184.09 Lakhs.
The Company believes that real growth is not only about profits but also about caring for the environment, people, and doing business the right way. Even though our operations do not use much energy or require heavy research work right now, we remain conscious of our duty to work responsibly, reduce our impact on nature, and maintain fair and transparent practices.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable to the Company.
Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee in terms of the proviso to Section 135(9) of the Companies Act, 2013, and no CSR expenditure was required to be incurred during the year under review.
However, the Company continues to have a Corporate Social Responsibility Policy in place, which sets out the guiding principles for undertaking CSR initiatives in accordance with Schedule VII of the Companies Act, 2013, should the provisions become applicable in future.ec
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there was no application filed by or against the Company for a corporate insolvency process under IBC before the NCLT.
ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION
There was no instance of a one-time settlement with any Bank or Financial Institution.
EMPLOYEE STOCK OPTION PLAN 2023 (ESOP-2023)
The Board of Directors, at its meeting held on 16 th June 2023 , approved the Employee Stock Option Plan 2023 (ESOP-2023) , which was further extended to eligible employees of the Companys subsidiaries and holding company . The scheme was approved by the shareholders of the Company by way of a special resolution on 10 th
July 2023 .
Subsequently, in order to ensure compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 , certain amendments were made to the scheme by the Board on 10 th January 2024 , which were duly ratified by the shareholders on 13 th January 2024 , through a special resolution, in accordance with Regulation 12(1) of the aforementioned SEBI Regulations.
In terms of Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the required disclosures with respect to ESOP-2023 have been made available on the Companys website at: https://www.deccantrans.com/for-investors.
Key Features of ESOP-2023:
Objective : To recognise and reward employees for their contribution, and to retain and attract talent by aligning their interests with the long-term goals of the Company.
Eligibility : Permanent employees of the Company, its subsidiaries, and its holding company, excluding promoters and directors holding more than 10% of the equity shares of the Company.
Maximum Options : Up to 2,50,000 (Two Lakh Fifty Thousand) stock options may be granted under the scheme.
Vesting Period : Options shall vest over a minimum period of 1 year and a maximum of 4 years , in equal annual tranches of 25%.
Exercise Price : Not less than the face value of the equity shares ( 10 per share).
Lock-in Period : The Compensation Committee may prescribe a lock-in period for shares issued upon exercise of options.
Administration : The scheme is administered by the Compensation Committee , which determines eligibility, terms of the grant, and other conditions.
Amendments : Permitted in accordance with SEBI Regulations, with prior shareholder approval wherever necessary.
Taxation : The tax liability arising from the exercise of options lies with the employee, and applicable taxes are deducted by the Company.
Confidentiality : Employees are required to maintain the confidentiality of the scheme.
In accordance with Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate issued by a Practising Company Secretary certifying Financial Year compliance with the implementation of the Employee Stock Option Plan (ESOP) has been annexed to the Annual Report.
Disclosure under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014
Pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company hereby discloses that no stock options were granted under the ESOP-2023 scheme for the Financial Year ended 31 st March 2026. Consequently, all relevant particulars such as options granted, options vested, options exercised, total number of shares arising from the exercise of options, options lapsed, exercise price, variations in terms of options, money realized through the exercise of options, and the total number of options in force are reported as Not Applicable (NA). Additionally, no options were granted to any key managerial personnel, employees receiving 5% or more of the total options granted in a year or identified employees who were granted options amounting to 1% or more of the issued capital of the Company during the year.
MATERNITY WELFARE MEASURES IN COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company affirms its compliance with the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to the grant of paid maternity leave for up to 26 weeks, provision of nursing breaks, and assurance of employment protection during the maternity period. The Company has instituted appropriate internal policies to ensure the welfare, safety, and non-discrimination of female employees during and post-maternity.
Relevant disclosures in this regard form part of this Report, in line with the requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
OTHER DISCLOSURES AS PRESCRIBED UNDER SCHEDULE V OF THE SEBI (LISTING OBLIGATION DISCLOSURE REQUIREMENT) REGULATIONS 2015.
Means of communication:
In accordance with Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the disclosure requirements under Schedule V, Part C, the Company communicates with its shareholders through the following means:
1. Quarterly/Annual Results Submitted to NSE Emerge and uploaded on the Companys website: www.deccantrans.com.
2. Newspaper Publication Not applicable for SME-listed companies as per SEBI (LODR).
3. Company Website All results, policies, codes and disclosures are available on the website.
4. Official News Releases None issued during the year.
5. Investor/Analyst Presentations No presentations made during the year.
General shareholder information:
In line with good disclosure practices and for the benefit of shareholders, the following general information is provided. It may be noted that in terms of Regulation 15(2)(b) of the SEBI (LODR) Regulations, 2015, the provisions relating to Corporate Governance (Regulations 17 to 27 and para C, D and E of Schedule V) are not applicable to companies listed on the SME Platform. Accordingly, no separate Corporate Governance Report is furnished.
| Sr. No. Particulars | Details |
| I. Stock Exchange Listing and Listing Fees | The securities of the Company are listed on the SME Platform of the National Stock Exchange. Annual listing fees for Financial Year 2025- 26 have been duly paid. |
| II. Securities Suspended from Trading | Not Applicable The securities of the Company were not suspended from trading during the year. |
| III. Share Transfer System | The share transfer process is handled by the RTA. Transfers in demat mode are processed automatically through depositories. Physical transfers, if any, are processed within the stipulated time as per SEBI guidelines. |
| IV. Distribution of Shareholding | Disclosure of shareholding pattern forms part of Schedule V (Corporate Governance). As an SME listed entity, this requirement does not apply. Accordingly, the same has been stated as exempt under SME provisions. |
| V. Dematerialisation of Shares and Liquidity | As of 31st March 2026, 96.60% of the Company\u2019s total equity share capital is held in dematerialised form. The shares are traded on the National Stock Exchange, ensuring adequate liquidity. |
| VI. Outstanding Instruments (GDRs/ADRs/Convertibles) | Not Applicable The Company has no outstanding GDRs, ADRs, warrants, or convertible instruments as on [Date]. |
| VII. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities | Not Applicable The Company did not engage in commodity trading nor undertake any hedging activities during the year. |
| VIII. Plant Locations | NA |
| IX. Address for Correspondence | Deccan Transcon Leasing Limited Registered Office Address: Suite # 507, 5th Floor, Image Capital Park, Image Garden Road, Shaikpet, Hyderabad, Telangana, 500081, India. |
| Email: compliance@deccantrans.com | |
| Contact Number: 040 40146828 |
| Sr. No. Particulars | Details |
| X. Credit Ratings Obtained (if any) | Not Applicable The Company has not obtained any credit rating during the financial year. |
Disclosure of commodity price risks and commodity hedging activities.
The Company did not engage in any commodity price risk management or commodity hedging activities, as such risks were not applicable to its business operations.
Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).
The Company successfully raised funds through its SME IPO during Financial Year 2024-25. However, the requirement of appointment of a Monitoring Agency under Regulation 32(7A) of SEBI (LODR) Regulations, 2015 is not applicable to SME listed companies. Accordingly, no monitoring agency report has been furnished. The utilization of IPO proceeds is placed before the Board of Directors and disclosed to the Stock Exchange, wherever required.
Where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant Financial Year, the same is to be disclosed along with reasons thereof: Provided that the clause shall only apply where a recommendation of / submission by the committee is required for the approval of the Board of Directors, and shall not apply where prior approval of the relevant committee is required for undertaking any transaction under these Regulations.
There were no instances where the Board of Directors disregarded any recommendation made by committees of the Board which are mandatorily required for approval.
Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part
For the Financial year 2025-26, the Company, along with its subsidiaries, on a consolidated basis, agreed to pay an amount of Rs. 12,00,000 (Rupees Twelve Lakhs only) for all audit-related services to the Statutory Auditor.
Disclosure by listed entity and its subsidiaries of Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount:
Disclosures in relation to the same have been given as Notes in the Financial Statements.
Non-compliance of any requirement of the corporate governance report of sub-paragraphs (2) to (10) above, with reasons thereof, shall be disclosed.
Since the Corporate Governance requirements are not applicable, no such non-compliance arises. However, for abundant clarity, the Board has confirmed that there were no instances of non-compliance during the year.
A compliance certificate from either the auditors or practising company secretaries regarding compliance with the conditions of corporate governance shall be annexed to the directors report.
As the Company is an SME listed entity, annexing a certificate from the Statutory Auditor or a Practising Company Secretary on compliance with Corporate Governance provisions is not required. Accordingly, the same has not been furnished.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
In compliance with Schedule VI (Part A, Para A, Clause 5A) to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to make disclosures related to the Demat Suspense Account and Unclaimed Suspense Account in its Annual Report, when applicable.
Accordingly, the following details are hereby furnished (wherever applicable): a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year- NA b. Number of shareholders who approached the listed entity for transfer of shares from the suspense account during the year- NA c. Number of shareholders to whom shares were transferred from the suspense account during the year- NA d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year- NA e. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- NA
ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the assistance and co-operation received from financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the services committed by the Companys executives, staff and workers.
On behalf of the Board of Directors of DECCAN TRANSCON LEASING LIMITED.
Jaidev Parath Menon
Chairman & Whole Time Director
DIN: 07020583
Address: Suite No. 507, 5 th Floor, Image Capital Park,
Image Garden Road, Madhapur, Hyderabad,
Shaikpet - 500081, Telangana
Date: 01.09.2026
Place: Hyderabad
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