Dhillon Freight Carrier Ltd Directors Report

To the Members of Dhillon Freight Carrier Limited

For the Financial Year ended 31st March, 2026

Your Directors have the pleasure in presenting the 12th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2026.

Further, in compliance with the applicable provisions of the Companies Act, 2013, the Company has made requisite disclosures in this Boards Report with the objective of accountability and transparency in its operations, to make you aware of its performance and future perspective.

1. FINANCIAL RESULTS

The Audited Standalone Financial Statements of the Company as on 31st March, 2026 are prepared in accordance with the relevant Accounting Standards and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations), and the provisions of the Companies Act, 2013 (Act).

The performance of the Company for the financial year ended 31st March, 2026 is summarized below:

(Rs. in Lakhs)

Particulars	FY Ended March 31, 2026	FY Ended March 31, 2025
Total Operating Income	2,584.19	2,522.15
Finance Costs	33.32	36.68
Depreciation and Amortization Expense	123.41	143.28
Profit Before Tax	194.15	232.20
Tax Expense	59.41	54.01
Net Profit After Tax	134.75	178.18
Basic and Diluted Earnings Per Share ( )	4.19	7.07

The foregoing financial performance highlights are an abstract of the Financial Statements of your Company for the financial year 2025-26. The detailed Financial Statements of the Company form part of this Annual Report and have also been made available on your Companys website i.e. www.dfclogistics.in

2. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 stood at 4,00,00,000 comprising 40,00,000 Equity Shares of 10/- each.

During the year under review, the Company successfully raised 10,08,00,000 through its Initial Public Offer. Pursuant to the allotment of Equity Shares under the IPO, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased to 3,92,00,000, comprising 39,20,000 Equity Shares of 10/- each, as on March 31, 2026.

3. ACCOUNTING STANDARDS

As required, the Company has adopted the applicable Accounting Standards and other accounting principles generally accepted in India. The Company is listed on the SME Platform of BSE and, in accordance with the provisions of the Companies (Indian Accounting Standards) Rules, 2015, the requirements of Ind AS are not applicable to companies listed on SME Exchanges. Hence, these financial statements have been prepared as per the Accounting Standards (AS) issued by the ICAI.

4. DIVIDEND

Your Directors have decided to plough back the profits into the operational fund requirements of the Company. Hence, no dividend has been recommended for the year under review.

5. AMOUNT TRANSFERRED TO RESERVE

The Board of Directors has not proposed any amount for transfer to reserves for the year ended 31st March, 2026.

6. CHANGE IN NATURE OF BUSINESS

During the financial year, there was no change in the nature of business of the Company.

7. OPERATIONS

During the year under review, Revenue from Operations and Other Income of the Company stood at 2,584.19 Lakhs, showing an increasing trend over the previous years Revenue from Operations and Other Income of 2,522.15 Lakhs.

8. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of March 31, 2026.

9. DEBENTURES

During the Financial Year under review, your Company did not issue any Debentures in terms of Section 42 and Section 71 of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014. Hence, no debentures were redeemed during Financial Year 2025-26.

10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to the Investor Education and Protection Fund.

11. DIRECTORS RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:

i) that in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

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

iv) that the Directors have prepared the annual accounts on a going concern basis;

v) that the Directors have laid down internal financial controls, which are adequate and are operating effectively; and

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

12. BOARD COMPOSITION AND INDEPENDENCE

A) Inductions

There was no change in the constitution of the Board of Directors during the year.

B) Cessation of Director

During the financial year, there has been no cessation of any director in the Company.

C) Key Managerial Personnel (KMP)

During the year under consideration, there was no change in the Key Managerial Personnel of the Company.

D) Declaration by Directors

During the year, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the Directors are disqualified from holding office as a Director.

E) Declaration by Independent Directors

Pursuant to Section 134(3) (d) of the Act, your Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, declaring that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. All the Independent Directors of your Company have complied with the provisions of sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, by registering themselves under the data bank of Independent Directors for lifetime. Your Company has also formulated a Code of Conduct for Directors and Senior Management Personnel and has obtained declarations from all the Directors to the effect that they are in compliance with the Code of Conduct.

13. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The listing fee for the year 2026-2027 has already been paid to the Stock Exchange.

14. NUMBER OF MEETINGS OF THE BOARD

The Board met 15 (Fifteen) times during the financial year. The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013. The dates on which the said Meetings were held are as follows:

Date of Meeting

1 2nd April, 2025

2 15th April, 2025

3 23rd April, 2025

4 13th May, 2025

5 15th May, 2025

6 22nd August, 2025

7 28th August, 2025

8 10th September, 2025

9 20th September, 2025

10 29th September, 2025

11 3rd October, 2025

12 14th November, 2025

13 5th December, 2025

14 30th January, 2026

15 31st March, 2026

Attendance of Directors at the Board Meetings held during the year:

Name of Director	Meetings Held	Meetings Attended
Karamveer Singh Dhillon	15	15
Karan Singh Dhillon	15	15
Joyce Singh Dhillon	15	15

Name of Director	Meetings Held	Meetings Attended
Ekta Jain	15	15
Rucheka Singhi Kothari	15	15

15. NUMBER OF COMMITTEE MEETINGS AND ATTENDANCE

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee

S. No. Date of Meeting	Directors Present
1 15 th April, 2025	Ekta Jain
	Rucheka Singhi Kothari
	Karamveer Singh Dhillon
2 13 th May, 2025	Ekta Jain
	Rucheka Singhi Kothari
	Karamveer Singh Dhillon
3 28 th August, 2025	Ekta Jain
	Rucheka Singhi Kothari
	Karamveer Singh Dhillon
4 14 th November, 2025	Ekta Jain
	Rucheka Singhi Kothari
	Karamveer Singh Dhillon

Nomination and Remuneration Committee

S. No. Date of Meeting	Directors Present
1 28 th August, 2025	Ekta Jain
	Rucheka Singhi Kothari
	Joyce Singh Dhillon
2 14 th November, 2025	Ekta Jain
	Rucheka Singhi Kothari
	Joyce Singh Dhillon

Stakeholders Relationship Committee

S. No. Date of Meeting	Directors Present
1 28 th August, 2025	Ekta Jain
	Rucheka Singhi Kothari
	Karamveer Singh Dhillon
2 14 th November, 2025	Ekta Jain
	Rucheka Singhi Kothari
	Karamveer Singh Dhillon

16. CODE OF CONDUCT

The Company has laid down a Code of Conduct for all Board members, Senior Management and Independent Directors of the Company. All the Board members, including Independent Directors and Senior Management Personnel, have affirmed compliance with the Code of Conduct.

17. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control systems commensurate with the nature of its business and the size of its operations, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information, so as to monitor and ensure compliance with applicable laws, rules and regulations.

The Company has also appointed an Internal Auditor as per the provisions of the Companies Act, 2013. The Companys internal audit process covers all significant operational areas and reviews the process and controls. The Internal Auditor has the authority to verify whether the policies and procedures, including financial transactions, are carried out in accordance with defined processes, and whether variations and exceptions (if any) are justified and reported properly.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees, or made any investment, beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013.

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended March 31, 2026 were at an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

However, there are no materially significant related party transactions during the financial year made by the Company; thus, disclosure in Form AOC-2 is not required.

20. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

a) Conservation of Energy

The Companys operations are not energy-intensive and, as such, involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy.

b) Technology Absorption

The operations of the Company do not involve any special technology, and there was no expenditure on research and development during this financial year. However, your Company continues to upgrade its technology (computer technology and telecom infrastructure) in order to stay connected with its clients across the globe.

c) Foreign Exchange Earnings and Outgo

The Foreign Exchange earnings and outgo during the financial period ended March 31, 2026 is as follows:

Particulars	31st March, 2026 (INR)
Foreign Exchange Earnings	NIL

Particulars	31st March, 2026 (INR)
Foreign Exchange Outgo	NIL

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives, as the said provisions are not applicable to the Company.

23. AUDITORS AND AUDITORS REPORT

Statutory Auditor

M/s. Ashok Kumar Duggar and Associates, Chartered Accountants (Firm Registration No. 308027E), are the Statutory Auditors of the Company and hold office until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2028.

Further, there was no fraud in the Company which was required to be reported by the statutory auditors of the Company under sub-section (12) of Section 143 of the Companies Act, 2013.

Internal Auditors

Internal Audit for the year ended March 31, 2026 was conducted by M/s. Mohit Dujari and Co., FRN (332529E). The Board takes their suggestions and recommendations to improve and strengthen the internal control systems. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Disha Dugar Jhunjhunwala, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2025-2026.

Secretarial Audit Report:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and to annex to its Boards Report a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its periodic secretarial audit report before the Board. This approach has resulted in detecting areas of improvement early and has strengthened the Companys level of compliance reporting.

The Secretarial Audit Report for the financial year 2025-2026 is annexed herewith as Annexure A forming part of this report.

There are no adverse comments, qualifications, reservations or adverse remarks in the Secretarial Audit Report.

24. PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. Details of the said code are available on the website of the Company.

25. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations S Disclosure Requirements) Regulations, 2015, as amended, is not applicable to the Company for the financial year ending March 31, 2026.

26. CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of Bombay Stock Exchange, therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V, the compliance relating to Corporate Governance shall not be applicable to the Company. Further, the Company need not require complying with the requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report.

27. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

28. APPLICATION OR PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made, or proceeding pending, under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any bank or financial institution.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings

30. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return is available on the Companys website.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under the policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment.

There was no complaint received from any employee during the financial year 2025-2026, and hence no complaint was outstanding as on 31st March, 2026 for redressal

Particulars	Number
Complaints of sexual harassment received during the year	Nil
Complaints disposed of during the year	Nil
Cases pending for more than ninety days	Nil

32. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

33. CODE OF CONDUCT

The Company has provided its Code of Conduct at the below link:

Microsoft Word - 8. Code of Conduct for Directors & SMP.docx

34. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the employees of the Company for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for the continuous support given by them to the Company, and for their confidence in the management.

Place : Kolkata

Date : 4th September, 2026

For and behalf of DHILLON FREIGHT CARRIER LIMITED

Sd/-	Sd/-
Karan Singh Dhillon	Sneha Agarwal
Managing Director	Company Secretary
DIN: 06588806	Membership No. 46559
Sd/-	Sd/-
Mukesh Kumar Agarwal	Karamveer Singh Dhillon
Chief Financial Officer	Director
PAN: AUSPA8403H	DIN: 07445896