Deccan Transcon Leasing Ltd Directors Report

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 18th Annual Report on the business and operations of the Company, along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March 2025.

The international market for tankers remained depressed during the year under review; however, during the year under review, your company took various initiatives to strengthen its business. Contracts to utilise tankers in domestic transport or storage were entered into both in India and Thailand. Relationships with leasing companies were strengthened. Overall, the team has been strengthened considerably. An IT system for our specific needs is being developed internally and should be ready in the following year. This would support our efforts to systematically professionalise various aspects of our work. We look forward to continued progress in the future, too.

FINANCIAL RESULTS

Financial Results of the Company for the year under review, along with the figures for the previous year, are as follows:

Particulars	Standalone Basis		Consolidated Basis
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	8,571.10	7,711.81	16,631.26	15,255.71
Add: Other Income	29.41	76.06	29.41	108.06
Total Income	8,600.51	7,787.87	16,660.67	15,363.76
Profit/Loss before Interest,	584.08	1,219.24	1030.65	1,904.13
Depreciation & Tax
Less: Interest	229.08	299.92	250.04	307.40
Depreciation	159.66	167.57	184.40	184.43
Add/Less: Share of Profit in Associate & Joint Venture (Net)	-	-	135.61	128.32
Profit/Loss before Tax	195.33	751.75	731.82	1,412.30
Less: Previous year adjustment	-	-	-	-
Provision for the current years income tax and Deferred Tax	52.32	195.27	113.48	358.72
Profit /Loss for the year	143.02	556.48	618.35	1,181.89
Other Comprehensive Income/Loss	-	-
Total Income /Loss for the year	143.02	556.48	618.35	1,181.89
Earnings per share
-Basic	0.71	3.24	3.08	6.87
-Diluted	0.71	3.24	3.08	6.87

REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS

The consolidated revenue from operations for the Financial Year 2024 25 stood at Rs. 16,631.26 Lakhs, reflecting a growth of 9.02% over the previous years revenue of Rs. 15,255.71 Lakhs. The consolidated EBITDA margin for the year was 6.20%, down from 12.48% in Financial Year 2023 24, representing a decline of 50.32%. The EBIT margin stood at 5.09%, compared to 11.27% in the previous year, indicating a decrease of 54.85%.

The consolidated profit for the period (including share of associates) was Rs. 618.35 Lakhs, reflecting a decline of 47.68% from Rs. 1,181.89 Lakhs reported in Financial Year 2023 24.

The standalone revenue from operations for Financial Year 2024 25 amounted to Rs. 8,571.10 Lakhs, marking an increase of 11.14% over Rs. 7,711.81 Lakhs in Financial Year 2023 24. The profit before tax (PBT) and profit after tax (PAT) on a standalone basis were Rs. 195.33 Lakhs and Rs. 143.02 Lakhs, respectively, reflecting a decline of 74.02% and 74.30%, compared to Rs. 751.75 Lakhs and Rs. 556.48 Lakhs reported in the previous Financial Year.

FINANCIAL PERFORMANCE OVERVIEW

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 2024-25 in the distributable retained earnings.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 24,00,00,000.00 (Twenty-Four Crores Only) divided into 2,40,00,000.00 (Two Crores Forty Lakhs Only) Equity Shares of Rs. 10/- each.

During the year under review, the issued, subscribed, and paid-up equity share capital of the Company as of 31st March 2024, was 1,71,99,448 equity shares at Rs. 10.00/- each. Subsequently, on 24th September 2024, there was a total of 55,24,000 Fresh public issues of shares of face value of Rs. 10.00/- (Excluding the aforementioned o er, an O er for Sale comprising up to 5,00,000 equity shares of face value 10 each was undertaken by the selling shareholders). As of 31st March 2025, the issued, subscribed, and paid-up equity share capital stands at 2,27,23,448 equity shares at Rs. 10.00/- 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

The Companys group structure as of 31st March 2025 comprises the following:

Deccan Shipping & Logistics SDN. BHD (Malaysia), which qualifies as a material subsidiary of the Company, was incorporated on 7th February 2018 in Malaysia, and King Star Freight Private Limited, which is classified as an associate company under Section 2(6) of the Companies Act, 2013. Further, Deccan Orient Line Company Limited is an associate company of our subsidiary company Deccan Shipping & Logistics SDN. BHD.

The details and financial highlights of these entities, along with a summary of their performance and contribution to the Group, as required under the Companies Act, 2013, are provided in Form AOC-1, which forms part of this Annual Report."The Board approved the Policy for Determining Material Subsidiaries is available on our website at 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.

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

(a) NON-EXECUTIVE & INDEPENDENT DIRECTORS

Name	DIN	Designation
Mrs. Venkata Naga Lavanya Kandal	07891405	Independent Director
Mr. Karat Roger Vijayan Parameshwar	02446230	Independent Director
Mr. Satyamurti Rama Sundar	00114258	Independent Director

(b) EXECUTIVE DIRECTORS

Name	DIN	Designation
Mr. Jaidev Menon Parath	07020583	Whole Time Director
Mrs. Karthika Menon	02529774	Whole Time Director
Mr. Miriyala Shekhar*	07259907	Whole Time Director

* Mr. Shekhar Miriyala, Whole-Time Director of the Company, resigned from the position of Director with effect from 28th August 2025.

(c) KEY MANAGERIAL PERSONNEL (KMP)

Name	Designation
Mr. Rajeev Menon	Chief Executive Officer (CEO)
Mr. Sumit Kothari	Chief Financial Officer (CFO)
Ms. Khushboo Gautam	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 31st March 2025):

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 31st March 2025)

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 31st March 2025)

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. Venkata Naga Lavanya Kandala (DIN: 07891405)	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 31st March 2025)

Name of the Member	Category	Position in Committee
Mr. Jaidev Menon	Whole-Time Director	Chairperson
(DIN: 07020583)
Mr. Shekhar Miriyala	Whole-Time Director	Member
(DIN: 07259907)
Mr. Rajeev Menon	Chief Executive Officer	Member

(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 an Internal Committee (IC) in place. The IC was reconstituted during the year to ensure continued compliance and effectiveness.

The composition of the IC during the year was as follows:

The composition of the IC (as on 31st March 2025)

Sr. No. Name of Person	IC position	Designation
1 Ms. Karthika Menon	Presiding Officer/ Chairperson	Whole Time Director
2 Ms. Sharene DCosta	Member	Country Sales Manager
3 Ms. Khushboo Gautam	Member	Company Secretary & Compliance Officer
4 Mr. Mahamed Ghalib Husain	Member	Fleet Manager - Operations
5 Mr. Prabhat Ranjan	Member	Manager - Operations
6 Ms. Krishnaveni Bhoga	Member	Sr. Manager - HR
7 Ms. Pavitra Rao	External Member	N/A
8 Ms. Jenna Krishnan	External Member	N/A

Note: The Internal Committee (IC) was reconstituted during the Board meeting held on 21st November 2024, to ensure that it remains appropriately structured and continues to function effectively.

During the Financial Year 2025-26, due to resignations and other administrative factors, the composition of the Internal Committee (IC) was reconstituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Companys internal policies.

The Board of Directors, through a resolution passed by circulation on 23rd July 2025, approved the reconstitution of the IC. The composition of the reconstituted Committee is as follows:

Sr. No. Name of Person	IC position	Designation
1 Ms. Karthika Menon	Presiding Officer/ 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

APPOINTMENTS, RESIGNATIONS, AND CHANGES IN DIRECTORS/KMP

There were no changes in the composition of the Board of Directors or the Key Managerial Personnel during the year under review. The existing Directors and KMP continued to hold their respective offices throughout the financial year.

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. ss

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, 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.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 2025 are as under:

Directors	Actual Remuneration/Sitting Fees Paid/Provided for 2024-25
	Salary *	Bonus	Perquisites** / Benefits	Sitting Fees	Total Paid
Mr. Jaidev Menon Parath	Rs.42,00,000	0	As per the Companys policy	Rs. 4,20,000	Rs. 46,20,000
Ms. Karthika Menon	Rs.38,04,000	0	As per the Companys policy	Rs. 3,90,000	Rs. 41,94,000
Mr. Shekhar Miriyala	Rs.38,04,000	0	As per the Companys policy	Rs. 3,90,000	Rs. 41,94,000
Mr. Karat Roger Vijayan Parameshwar	0	0	As per the Companys policy	Rs. 5,40,000	Rs. 5,40,000
Mr. Satyamurti Ramasundar	0	0	As per the Companys policy	Rs. 4,50,000	Rs. 4,50,000
Mrs. Venkata Naga Lavanya Kandala	0	0	As per the Companys policy	Rs. 3,30,000	Rs. 3,30,000

*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 provisions of the Companies Act, 2013, read with Rule 10 of the Companies (Management and Administration) Rules, 2014 and Rule 8 of the Companies (Accounts) Rules, 2014, the Company Secretary, being a Key Managerial Personnel, is entrusted with the responsibility of ensuring compliance with applicable legal and regulatory requirements. This includes intimating the Registrar of Companies with regard to the shareholding pattern of the Directors of the Company.

Accordingly, the Company has designated Ms. Khushboo Gautam, Company Secretary and Compliance Officer, as the person responsible for overseeing compliance under the aforesaid provisions. The Company ensures that all designated personnel are duly informed of their roles and responsibilities and are required to comply with all applicable provisions of the Companies Act, 2013, the rules made thereunder, and the Secretarial Standards issued by the Institute of Company Secretaries of India.

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 Practising 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 Practising Company Secretary, confirming the same, has been annexed to this Report.

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

BOARD OF DIRECTORS MEETINGS

The Company conducted 14 Board Meetings during the Financial Year 2024-2025 on the following dates:

Name of the Director	AG M held on 28.0 8.20 24	1	2	3	4	5	6	7	8	9	10	11	12	13	14	No. of Meeti ngs held	No of meeti ngs atten ded	% of attendan ce
Mr. Jaidev Menon																14	14	100%
Ms. Karthika Menon																14	14	100%
Mr. Karat Roger Vijayan Parameshwar																14	14	100%
Mr. Shekhar Miriyala																14	14	100%
Mr. Satyamurti Ramasundar																14	11	78.5%
Ms. Venkata Naga Lavanya Kandala																14	11	78.5%

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

COMMITTEE MEETINGS:

Audit Committee Meeting:

The Audit Committee meetings were held 6 times in a year on the following dates:

Name of the Director	1.	2.	3.	4.	5.	6.	Held during the tenure	Total attended	% of attendance
Mr. Satyamurti Ramasundar (Chairperson)							6	6	100%
Mr. Karat Roger Vijayan Parameshwar (Member)							6	6	100%
Mr. Jaidev Menon (Member)							6	6	100%
Attendance percentage	100%	100%	100%	100%	100%	100%

Working/ Executive Committee Meetings:

The Working/ Executive Committee Meeting were held three times in the year as follows

Name of the Director	1.	2.	3.	Held during the tenure	Total attended	% of attendance
Mr. Jaidev Menon				3	3	100%
Mr. Shekhar Miriyala				3	3	100%
Mr. Rajeev Menon Attendance percentage	100%	100%	100%	3	3	100%

MEETINGS OF THE MEMBERS

PARTICULARS OF THE ANNUAL GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR 31st March 2025:

The Last, i.e. the 17th Annual General Meeting of the Company for the Financial Year 2023-24, was held on 28th August 2024, at the Registered Office of the Company.

PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR 31st March 2025:

The Extraordinary General Meeting was held twice during the year under consideration on the following dates: 14th June 2024 and 24th April 2024

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 not applicable to the company.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

i. In the preparation of the annual accounts for the year ended on 31st March 2025, 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 31st March 2025, 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), continue to act as the Statutory Auditors of the Company, having been appointed to hold office until the conclusion of the 22nd Annual General Meeting of the Company to be held in the year 2029.

The Auditors Report on the financial statements of the Company for the Financial Year under review forms part of the Annual Report. The report does not contain any qualification, reservation, adverse remark, or disclaimer.

SECRETARIAL AUDITORS

The Board has approved the appointment of M/s ACHS & Co., Company Secretaries, as Secretarial Auditors to carry out the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year ended 31st March 2025 is enclosed and forms part of this report. There is no secretarial audit qualification for the year under review.

INTERNAL AUDITORS

As per 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 has approved the appointment of Mr. Satarla Kishor Kumar Reddy as the Internal Auditor of the Company for the Financial Year 2024 25.

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 Chief Financial Officer of the Company have submitted a Compliance Certificate to the Board for the Financial Year ended 31st March 2025. The certification affirms the truthfulness and fairness of the financial statements, the adequacy and effectiveness of internal control systems, and compliance with all 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 31st March 2025, 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 31st March 2025, 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 31st March 2025.

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 year under review, 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 24th September 2024.

Annual listing fees for Financial Year 2024-25 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 2024-25, 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: Nil Number of cases closed during the year: Nil

Number of cases open as on 31st March 2025 (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: 2 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 2024-25 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, and Company Secretary in the Financial Year 2024-25:

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	07.49:1	41%
Ms. Karthika Menon, Whole-Time Director	06.79:1	34%
Mr. Shekhar Miriyala, Whole-Time Director Non-Executive Directors	06.79:1	43%
Mr. Karat Roger Vijayan Parameshwar1, Independent Director	00.96:1	-
Ms. Venkata Naga Lavanya Kandala1, Independent Director	00.80:1	-
Mr. Satyamurti Ramasundar1, Independent Director KMP	00.59.1	-
Mr. Rajeev Menon, Chief Executive Officer	12.49:1	95%
Mr. Sumit Kothari, Chief Financial Officer	07.69:1	31%
Ms. Khushboo Gautam2, Company Secretary & Compliance Officer	01.85:1	-

1. Appointed as an Independent Director with effect from 2nd February 2024; hence, remuneration for the previous year is not comparable. The current years remuneration reflects only sitting fees.

2. Appointed w.e.f. 1st February 2024; therefore, comparison with the previous year is not applicable. ii) The percentage increase in the median remuneration of employees in the Financial Year: 20.05%

iii) The number of permanent employees on the rolls of the Company as on 31st March 2025: 86

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: 06.96% Average increase in remuneration of managerial personnel: 41.33% 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-materialisation 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 nature of the Companys operations during the year did not necessitate significant initiatives towards technology absorption. However, the Company remains attentive to developments in relevant technologies and continues to evaluate opportunities for their adoption, wherever beneficial.

ii) Benefits derived, such as product improvement, cost reduction, product development or import substitution: Since no new technology was absorbed during the year, there were no direct benefits realized. Nevertheless, the Company consistently strives to optimize existing processes and resources to enhance operational efficiency and cost-effectiveness.

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. This reflects the adequacy of the Companys existing systems and processes in meeting business requirements. 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 2024-25:

Earnings:

The Company earned 2,930.49 Lakhs from exports and overseas transactions.

Expenditure:

The Company incurred an outflow of 2,207.70 Lakhs towards imports and foreign service payments.

Net Foreign Exchange Gain/(Loss):

The operations resulted in a net foreign exchange gain of 4.25 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 year under review, the provisions of CSR were applicable to the Company. The Company has in place a CSR Policy which lays down the action plan for defining how CSR is to be implemented and complies with Schedule VII of the Companies Act, 2013.

In accordance with the proviso to Section 135(9) of the Act, since the Companys CSR obligation during the year was less than 50 lakh, the constitution of a separate CSR Committee was not required. The functions of the CSR Committee have accordingly been discharged by the Board of Directors of the Company.

In line with its vision of responsible corporate citizenship, Deccan Transcon Leasing Limited extended financial support of 13,00,000 on 31st March 2025, to the Indigenous Development Organization Works for Interior Tribal Habitations & Rural Health, a registered charitable organization (CSR Registration No. CSR00027920). This initiative forms part of the Companys Corporate Social Responsibility obligations under Section 135 of the Companies Act, 2013.

By investing in grassroots-level development, particularly in tribal and rural healthcare sectors, the Company reaffirms its commitment to creating a meaningful difference in the lives of marginalized communities. The initiative not only fulfils statutory requirements but also reflects Deccan Transcon Leasings broader mission to contribute to inclusive, long-term socio-economic progress.

The Company views CSR as an integral part of its value system, a purposeful way to extend the impact of its business beyond commercial boundaries and into areas of real societal need.

A comprehensive overview of the CSR activities undertaken during the Financial Year 2024-25, including implementation details and community impact, has been annexed to the Boards Report in accordance with the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Deccan Transcon Leasing Limited remains committed to strengthening its CSR outreach in the years ahead, further aligning its business goals with the nations developmental priorities and stakeholder expectations.

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 16th 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 10th

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 10th January 2024, which were duly ratified by the shareholders on 13th 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 31st March 2025. 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 2024- 25 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 2025, 96% of the Companys total equity share capital is held in dematerialised form. The shares are traded on the National Stock Exchange, ensuring adequate liquidity. Not Applicable The Company has no outstanding GDRs, ADRs,
VI. Outstanding Instruments (GDRs/ADRs/Convertibles) Commodity Price Risk or Foreign	warrants, or convertible instruments as on [Date].
VII. 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
	Deccan Transcon Leasing Limited
IX. Address for Correspondence	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
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 utilisation 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

During the Financial year 2024-25, the Company, along with its subsidiaries, on a consolidated basis, paid an amount of Rs. 8,00,000 (Rupees Eight 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, CAIRR.

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.