Inter State Oil Carrier Ltd Directors Report

To

the Members of

Inter State Oil Carrier Limited ("the Company"),

Your Board of Directors ("the Board") have pleasure in presenting Boards Report as a part of the 41^st Annual Report of the Company along with the Audited Financial Statement of the Company and the Auditors Report thereon for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

Summary of Financial Results for the financial year 2024-25 as compared to previous financial year is as follows:

Particulars	Financial Year 2024-25 (FY 2024-25)	Financial Year 2023-24 (FY 2023-24)
Revenue from Operations (Turnover)	8,814.82	8,473.59
Other Income	41.42	51.12
Total Income	8,856.24	8,524.71
Profit before Depreciation, Interest and Tax (PBDIT)	763.02	745.41
Depreciation and Amortisation	433.34	407.30
Finance Cost	173.78	172.52
Profit before Tax	155.90	165.59
Less: Provision for Taxation: -
Current year Tax	24.62	30.94
Deferred Tax & Earlier Year Tax	16.86	48.41
Profit for the year after Tax	114.42	86.24
Other Comprehensive Income/(Loss) for the year, Net of Tax	(0.39)	(0.10)
Total Comprehensive Income for the year	114.03	86.14
KEY FINANCIAL INDICATORS
Share Capital	499.23	499.23
Reserves and Surplus	1,431.91	1,317.88
Net Worth	1,931.14	1,817.11
Fixed Assets	2,880.50	2,074.80
Book Value Per Share (^)	38.68	36.40

Note: The above figures are extracted from the audited financial statements of the Company as per the Indian Accounting Standards (Ind AS).

DIVIDEND

With a view to conserve resources for future operations and growth the Board has not recommended any dividend for FY 2024-25.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2024-25, after all appropriation and adjustments was ^1,431.91 lakhs. During the year under review, the Company has not transferred any amount to General Reserves.

For further details regarding transfer to other reserves, please refer to Note No. 14 of the Financial Statements for the year, which are self-explanatory.

FINANCIAL PERFORMANCE REVIEW

During the financial year ended 31^st March 2025, the Company achieved a revenue of ^8,814.82 Lakhs, representing a 4.03% growth over the previous years revenue of ^8,473.59 Lakhs in FY 2023-24. The Profit After Tax (PAT) for the current financial year stood at ^114.03 Lakhs, an increase of 32.38% compared to ^86.14 Lakhs in the preceding financial year, reflecting the Companys continued focus on improving operational efficiencies and delivering value to its stakeholders.

FUTURE PROSPECTS

The outlook for the logistics and transportation industry remains highly promising, driven by sustained growth across key sectors such as e-commerce, manufacturing, and infrastructure. Rising demand for integrated and technology-driven logistics solutions presents significant opportunities for companies that can adapt quickly and efficiently.

Your Company is strategically positioned to leverage these growth trends with ongoing investments in infrastructure, a strong focus on automation, and adoption of data analytics and digital platforms to enhance efficiency and customer satisfaction. Furthermore, the industrys increasing emphasis on sustainability-through the deployment of electric vehicles and eco-friendly practices-aligns closely with the Companys long-term commitment to environmental responsibility.

As we look to the future, we remain focused on scaling operations, driving innovation, and providing customercentric solutions that cater to evolving business needs. With these strategic initiatives in place, your directors are confident that the Company will achieve sustained growth and continue to create long-term value for all stakeholders.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of the business of your Company.

CAPITAL STRUCTURE & CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is ^5,30,00,000 comprising 53,00,000 Equity Shares of ^10/- each as on 31^st March, 2025. The paid-up share capital of the Company stands at ^4,99,23,000 comprising of 49,92,300 Equity Shares of ^10/- each as on 31^st March, 2025.

During the year under review, there was no change in the capital of the Company. Further, the Company has not issued any sweat equity shares or bonus shares or equity shares with differential rights as to dividend, voting or otherwise.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Composition of the Board

The Companys policy is to have an appropriate mix of Executives and Non-Executive/Independent Directors to maintain the independence of the Board. As on 31^st March, 2025, the Board of Directors of the Company comprised of 5 (five) Directors, viz. 3 (three) Non-Executive/Independent Directors including a Woman Director and 2 (two) Executive Directors. The profile of all the Directors can be accessed on the Companys website at https://isocl.in/board-of-directors/

None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Act. Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

Director liable to Retire by Rotation

In accordance with the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Siddhant Jain (DIN: 07154500), Whole-Time Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment.

Re-appointment of Managing Director

Mr. Sanjay Jain (DIN: 00167765) was appointed as Managing Director of the Company by the shareholders in the 38^th Annual General Meeting for a period of three (3) years, commencing from 01^st September 2022 and ending on 31^st August 2025. Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee in their meeting held on 24^th May, 2025, the Board at its meeting held on 24^th May, 2025 has recommended the reappointment of Mr. Sanjay Jain as the Managing Director of the Company for a further period of 3 (Three) years with effect from 01^st September, 2025 to 31^st August, 2028 , subject to the approval of members at the ensuing Annual General Meeting and on the terms and conditions and remuneration as mutually agreed between the Company and Mr. Sanjay Jain.

Appointment

Pursuant to the recommendation of the Nomination and Remuneration Committee (NRC) in their meeting held on 10^th February, 2025, the Board of Directors appointed Mrs. Parul Khanna (DIN: 10898720) as an Additional Director in the category of Non-Executive/Non-Independent Director of the Company with effect from 1^st April, 2025, in accordance with the Articles of Association and Section 161(1) of the Companies Act, 2013. She shall hold office up to the date of the forthcoming Annual General Meeting. A notice under Section 160(1) of the Act, has been received from a Member signifying his intention to propose her appointment as Director.

Independent Directors

In terms of Section 149 of the Companies Act, 2013, as on 31^st March, 2025, your company had following Independent Directors:

• Mrs. Pooja Sarda*,

• Mr. Nand Kumar Bhatter,

• Mr. Sunil Shah.

*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31^st March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.

Declaration by Independent Directors

During the financial year 2024-25, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (6) of the Act read with the Schedule and Rules issued thereunder as well as Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, all Independent Directors of the Company have registered their names in the Independent Directors Data Bank.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

Key Managerial Personnel (KMPs)

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

As on 31^st March, 2025, your company has following KMPs:

Sl. No. Name of KMPs	Designation
1. Mr. Sanjay Jain	Managing Director
2. Mr. Siddhant Jain*	Whole-Time Director
3. Mr. Malay Das	Chief Financial Officer
4. Ms. Rashmi Sharma	Company Secretary & Compliance Officer

*Mr. Siddhant Jain (DIN: 07154500) has been appointed as Additional Director (Executive / Whole Time Director) by the Board of Director in their meeting held on 02^nd May, 2024 and further, the appointment been approved by the shareholders of the Company by passing special resolution at the 40^thAnnual General Meeting of the Company held on 19^th September, 2024 for a period of three years from 02^nd May, 2024 to 01^st May, 2027.

BOARD MEETINGS

During the year under review, eight (8) Board Meetings were held. The gap between any two consecutive meetings did not exceed one hundred and twenty (120) days, in compliance with the provisions of the Companies Act, 2013 and applicable Secretarial Standards. The requisite quorum was present at all the meetings, ensuring valid and effective proceedings.

The details of the Board Meetings held during the year, along with the attendance of each Director, are provided in the table below:

Name of Director(s)	Mr. Shanti Lal Jain*	Mr. Sanjay Jain	Mr. Siddhant Jain**	Mrs. Pooja Sarda	Mr. Sunil Shah	Mr. Nand Kumar bhatter
Category	Promoter and Chairman	Promoter and Managing Director	Promoter and Whole-Time Director	Independent/ Non-Executive Director	Independent/ Non-Executive Director	Independent/ Non-Executive Director
DIN	00167773	00167765	07154500	05344423	00013918	00606846
Board Meetings Attended
15.04.2024	No	Yes	NA	Yes	Yes	Yes
02.05.2024	NA	Yes	Yes	Yes	Yes	Yes
23.05.2024	NA	Yes	Yes	Yes	Yes	Yes
15.07.2024	NA	Yes	Yes	Yes	Yes	Yes
09.08.2024	NA	Yes	Yes	Yes	Yes	Yes
14.11.2024	NA	Yes	No	Yes	Yes	Yes
10.02.2025	NA	Yes	Yes	Yes	Yes	Yes
15.03.2025	NA	Yes	Yes	Yes	Yes	Yes

* Mr. Shanti Lal Jain (DIN: 00167773) resigned from the position of Executive / Whole Time Director and also as the director of the Company with effect from close of business hours on 30^th April, 2024.

**Mr. Siddhant Jain (DIN: 07154500) has been appointed as Additional Director (Executive / Whole Time Director) by the Board of Director in their meeting held on 02^nd May, 2024 and further, the appointment been approved by the shareholders of the Company by passing special resolution at the 40^thAnnual General Meeting of the Company held on 19^th September, 2024 for a period of three years from 02^nd May, 2024 to 01^st May, 2027.

BOARD SKILLS, EXPERTISE OR COMPETENCIES

The Board of Directors of the Company is highly structured to ensure high degree of diversity by age, qualification,

professional background, sector expertise and special skills.

The Board of Directors have, based on the recommendation of Nomination and Remuneration Committee, identified

the following core skills/expertise/competencies of Directors, as required in the context of Companys business:

a. Operations

b. Finance

c. Accounts

d. Marketing

e. Management

The following are the details of respective core skills of Board Members as on 31^st March, 2025.

Name of Director(s)	DIN	Category	Core Skills
Mr. Sanjay Jain	00167765	Managing Director	• Marketing
			• Operations
Mr. Siddhant Jain	00167765	Whole Time Director	• Marketing
			• Operations
Mr. Nand Kumar Bhatter	00013918	Non-Executive/ Independent Director	• Management
			• Accounts
Mrs. Pooja Sarda*	05344423	Non-Executive/ Independent Director	• Management
			• Accounts
Mr. Sunil Shah	00606846	Non-Executive/ Independent Director	• Finance
			• Accounts

*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second term of Five (5) years as an Independent

Director w.e.f. the close of business hours on 31^st March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS

Pursuant to the provisions of the Act, the Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole.

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and Individual Directors and Chairman of the meeting were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors & Chairman of the meeting for the Financial Year 2024-25. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. That such Accounting Policies have been selected and applied by them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period;

c. That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Annual Accounts have been prepared by them on a going concern basis;

e. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY

No significant and material order has been passed by the regulators, courts and tribunals, statutory and quasijudicial body impacting the going concern status and the Companys operations in future.

RISK MANAGEMENT

The Company like any other enterprise is exposed to business risk which can be internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability. A key factor in determining a Companys capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action. The details of the Risk Management Policy are available on the Companys website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/.

PUBLIC DEPOSITS

The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

LISTING ON STOCK EXCHANGES

There were 49,92,300 equity shares of the Company as on 31^st March 2025. The Equity Shares of your Company is listed on the Bombay Stock Exchange Ltd (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the code is 530259. The listing fee for the FY 2025-26, has been paid.

REGISTRAR AND SHARE TRANSFER AGENT FOR PHYSICAL AND DEMAT SEGMENTS (RTA)

The Company continued appointment of M/s. Maheshwari Datamatics Private Limited, Phone : +91 33 2248 2248, email: mdpldc@yahoo.com as the Registrar and Share Transfer Agents of the Company.

CORPORATE IDENTIFICATION NUMBER (CIN)

The Company is registered with the Registrar of Companies, Kolkata, West Bengal. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15142WB1984PLC037472.

DEMATERIALIZATION OF SHARES

There were 49,92,300 equity shares of the Company as on 31^st March 2025, out of the 49,92,300 equity shares of the Company 46,69,917 shares were held in electronic form representing 93.54% of the total paid-up share capital, whereas balance of 3,22,383 shares was held in physical form representing 6.46% of the total paid up share capital of the Company. The Equity Shares of the Company are registered with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility of Dematerialization of shares and its ISIN NO. is INE003B01014. The Companys equity shares are compulsorily required to be traded in dematerialised form, therefore, Members are advised to speed up converting the physical shareholding into dematerialised form through their DP(s).

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2025 can be accessed on the Companys website at: https://isocl.in/annual-return-as-provided-under-section-92-of-the-companies- act-2013/.

The annual return uploaded on the website is a draft in nature and the final annual return shall be uploaded on the website of the Company once the same is filed with the Ministry of Corporate Affairs after the AGM.

AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Statutory Auditors Report

In compliance with Section 139 of the Companies Act, 2013 read with Rules made thereunder, M/s. Patni & Co. (ICAI Firm Registration Number 320304E), Chartered Accountants, were appointed as the Statutory Auditor of the Company, for a first term of 5 (five) consecutive years at the 38^th Annual General Meeting (AGM) held on 20^th September, 2022, to hold office from the conclusion of the said meeting till the conclusion of the 43 ^d AGM to be held in the year 2027. The Statutory Auditors Report issued by M/s. Patni & Co., Chartered Accountants, on the financial statements of the Company for the financial year ended on 31^st March, 2025 forms part of this Annual Report. There are no reservations, qualifications or adverse remarks in the Independent Auditors Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3)(f) of the Act.

b) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Rantu Das & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company.

The Secretarial Audit Report given by M/s. Rantu Das & Associates, Practicing Company Secretaries in Form No. MR-3 is annexed to this Report as Annexure - I.

The Company does not have any material subsidiary company and hence the provisions of Secretarial Audit for material unlisted company, as notified by SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019, vide which Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 was amended, is not applicable to your Company.

In compliance with the provisions of Section 134(3) of the Companies Act, 2013, the Secretarial Auditor in their

report for the financial year ended on the 31^st March, 2025, made the following observations:

Observation 1: As per the charge list in MCA site, there are two charges for which loan has been repaid, but no satisfaction of charges has been filed to ROC, although the Management has taken continuous action for satisfying the same.

Explanation: The Company is continuously following up with the charge holders for No-objection letter for satisfaction of charge. The company shall file the form for satisfaction of charge as soon as no-objection letter is received from the charge holder.

The requirement of Annual Secretarial Compliance Audit under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 08.02.2019 was not applicable to the Company during the year under review.

c) Internal Auditor

In accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. Sudhir Kumar Jha conducted the Internal Audit of the Company for the FY 2024-25. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

COST AUDIT AND MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost Records and Cost Audit are not applicable on the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee or the Board of Directors under Section 143 (12) of the Act, including rules made thereunder.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE AND SECURITIES PROVIDED

The Company has complied with the provisions of Section 186 of the Act in respect of investments made and guarantees provided during the year under review. The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements for the year ended 31^st March, 2025.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has formed Internal Complaints Committee in compliance with the provisions of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2024-25:

Number of complaints pending as on 1st April, 2024	Nil
Number of complaints received during the year	Nil
Number of complaints disposed off during the year	Nil
Number of complaints pending as on 31st March, 2025	Nil

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Board members of the Company are afforded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the Industry perspective and issues. They are made to interact with senior management personnel and proactively provided with relevant news, views and updates on the Company and sector. All the information/documents sought by them is/are also shared with them for enabling a good understanding of the Company, its various operations and the industry of which it is a part. The details of the Familiarisation Programme for

Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters is available on the Companys website and can be accessed through the link: https://isocl.in/familiarization-programmed-for- independent-director/.

REMUNERATION TO DIRECTORS

A. Nomination & Remuneration Policy

The policy is to have an appropriate mix of Executives and Non-Executives/Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31^st March, 2025, the Company has 2 (Two) Executive Directors and 3 (Three) Non-Executive Directors on the Board. The Companys Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under Section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment thereto are covered under the Companys Nomination and Remuneration Policy and on the Companys website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/.

Your Directors affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

There is no change in the Nomination and Remuneration Policy of the Company during the financial year 2024-25.

B. Remuneration to Non-Executive/Independent Directors for the year ended 31^st March, 2025.

The siffing fees paid to Non-Executive/Independent Directors for the year ended 31^st March, 2025 along with their respective shareholdings in your Company are as under:

Director(s)	Sitfng Fees paid for the Board and Committee Meetings held during the year ended 31st March, 2025 (^ in Lakhs)	Commission Paid/Payable (^ in Lakhs)	Total (^ in Lakhs)	No. of Ordinary (Equity) Shares held as on 31st March, 2025
Mrs. Pooja Sarda*	0.25	Nil	0.25	Nil
Mr. Nand Kumar Bhatter	0.25	Nil	0.25	Nil
Mr. Sunil Shah	0.25	Nil	0.25	Nil

*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31^st March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.

C. Remuneration paid/payable to Executive Chairman/Whole Time Director and Managing Director for the year

ended 31^st March, 2025.

Director(s)	Designation	Salary ( in Lakhs)	Perquisites and Allowances ( in Lakhs)	Commission paid/Payable ( in Lakhs)	Total ( in Lakhs)	Contract Period
Mr. Shanti Lal Jain*	Whole Time Director	1.59	0.12	Nil	1.71	Tenure of 3 (Three) years from 01st September 2022 to 31st August, 2025.
Mr. Sanjay Jain	Managing Director	34.08	5.55	Nil	39.63
Mr. Siddhant Jain	Whole Time Director	11.72	2.20	Nil	13.92	Tenure of 3 (Three) years from 02nd May, 2024 to 01st May, 2027

a) The appointment and remuneration of Mr. Shanti Lal Jain, Whole Time Director and Sanjay Jain, Managing Director of the Company has been approved by the shareholders of the Company by passing special resolution at the 38^thAnnual General Meeting of the Company held on 20^th September, 2022 for a period of three years.

b) *Mr. Shanti Lal Jain has resigned from the position of Executive / Whole-Time Director and also as the director of the Company with effect from close of business hours on 30^thApril, 2024.

c) The agreement may be terminated by either party by giving to the other party three months notice of such termination.

d) No Compensation shall be payable to either of the parties on such termination.

e) The Managing Director and Whole-Time Director shall not be paid any siffing fees for the attending the meeting of the Board of Directors or Committee.

f) Companys Contribution to Provident Funds for Mr. Sanjay Jain ^2.34 Lakhs and Mr. Siddhant Jain was ^0.66 Lakhs for the year ended 31^st March, 2025.

g) The appointment and remuneration of Mr. Siddhant Jain, Whole-Time Director of the Company has been approved by the shareholders of the Company by passing special resolution at the 40^thAnnual General Meeting of the Company held on 19^th September, 2024 for a period of three years from 02^nd May, 2024 to 01^st May, 2027.

Notes:

1) The Company has not granted any stock option to directors of the company as on 31^st March, 2025.

2) No siffing fees has been paid to the Executive Director during the year under review.

3) Non-Executive/Independent Directors did not have any pecuniary relationship or transactions (except receipt of siffing fees as Directors) with the Company for the year under review.

D. Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable - Not Applicable during the year under review

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. Our corporate governance philosophy is based on the principles of equity, fairness, spirit of law, higher standards of transparency, accountability and reliability in respect of all its transactions. The Company believes that sound corporate governance is necessary to retain stakeholders trust and ensures efficient working and proper conduct of the business of the Company with integrity. The guidelines for its development is a continuous process, which often undergoes changes to suit the changing times and needs of the business, society and the nation.

It may be noted that Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to your company pursuant to provisions of Regulation 15 of the said Regulations as the Paid up Capital of the Company is below Rupees Ten Crores and Net worth below Rupees Twenty Five Crores as on the last day of the previous Financial Year as well as on date of the report.

As such the Company is not required to mandatorily append to this report the Corporate Governance Report. CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has constituted sub-committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members. The Company Secretary of the Company acts as the Secretary to the Committees.

Presently, there are Four Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Management Committee

a. Audit Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2024-25 is given below: -

Name of Director(s)	Mrs. Pooja Sarda*	Mr. Sunil Shah	Mr. Nand Kumar Bhatter
Category	Independent/ Non-Executive Director	Independent/ Non-Executive Director	Independent/ Non-Executive Director
Position	Chairperson	Member	Member
DIN	05344423	00013918	00606846
Committee Meetings Attended
15.04.2024	Yes	Yes	Yes
02.05.2024	Yes	Yes	Yes
23.05.2024	Yes	Yes	Yes
15.07.2024	Yes	Yes	Yes
09.08.2024	Yes	Yes	Yes
14.11.2024	Yes	Yes	Yes
10.02.2025	Yes	Yes	Yes
15.03.2025	Yes	Yes	Yes

*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31^st March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.

b. Nomination and Remuneration Committee: The Composition of the Committee and attendance in the

Committee meetings held during the FY 2024-25 is given below: -

Name of Director(s)	Mrs. Pooja Sarda*	Mr. Sunil Shah	Mr. Nand Kumar Bhatter
Category	Independent/ Non-Executive Director	Independent/ Non-Executive Director	Independent/ Non-Executive Director
Position	Chairperson	Member	Member
DIN	05344423	00013918	00606846
Committee Meetings Attended
02.05.2024	Yes	Yes	Yes
23.05.2024	Yes	Yes	Yes
10.02.2025	Yes	Yes	Yes

*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31^st March, 2025 in accordance with Section 149(10) of the Companies Act, 2013. c. Stakeholders Relationship Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2024-25 is given below: -

Name of Director(s)	Mrs. Pooja Sarda*	Mr. Siddhant Jain	Mr. Sanjay Jain
Category	Independent/ Non-Executive Director	Executive Director (Whole Time)	Executive Director (Managing)
Position	Chairperson	Member	Member
DIN	05344423	07154500	00167765
Committee Meetings Attended
07.12.2024	Yes	Yes	Yes
18.03.2025	Yes	No	Yes

*Mrs. Pooja Sarda (DIN: 05344423) has successfully completed her second term of Five (5) years as an Independent Director w.e.f. the close of business hours on 31^st March, 2025 in accordance with Section 149(10) of the Companies Act, 2013.

d. Management Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2024-25 is given below: -

Name of Director(s)	Mr. Sanjay Jain	Mr. Siddhant Jain	Mr. Malay Das	Ms. Rashmi Sharma
Category	Executive Director (Managing)	Executive Director (Whole Time)	Chief Financial Officer	Company Secretary
Position	Chairman	Member	Member	Member
DIN	00167765	07154500	-	-
Committee Meetings Attended
28.02.2025	Yes	Yes	Yes	Yes
15.03.2025	Yes	Yes	Yes	Yes

Stakeholders Relationship Committee-other details:

i) Name, designation and address of Compliance Officer: Rashmi Sharma, Company Secretary. 113, Park Street, Poddar Point, South Wing, 5th Floor, Kolkata - 700016; E-mail: rashmi@isocl.in

ii) Details of investor complaints received and redressed during FY 2025 are as follows:

Opening as on 1st April, 2024	Received during the year	Resolved during the year	Closing as on 31st March, 2025
0	0	0	0

RECOMMENDATIONS OF VARIOUS COMMITTEES

There were no instances where the Board had not accepted the recommendations of any of the Committees of the Board during FY 2024-25.

SEPARATE INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on 10^th February, 2025 without the attendance of NonIndependent Directors and members of the Management, except the Company Secretary, who was present by invitation. All Independent Directors were present at this Meeting.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company has established adequate Internal Financial Control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. All transactions are authorized, recorded and reported correctly. Policies and guidelines of your Company are being adhered to and improvements in process efficiencies and effectiveness are being carried out on an ongoing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the requirement of the Section 177 (9) & (10) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail or phone or letter to the Chairperson of the Audit Committee. The Vigil Mechanism (Whistle Blower Policy) is available on the Companys website and can be accessed through the link: https://isocl.in/vieil-mechanism-whistle-blower-policv/.

A mechanism has been established for employees to report unethical behaviour, actual or suspected fraud or violation of the Code of Conduct and ethics directly to the forum. It also provides for adequate safeguards against victimization of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available on the Companys website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations), the Managements Discussion and Analysis Report for the year under review, has been enclosed separately and marked as "Annexure- II". The Audit Committee of the Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended 31^st March, 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135(1) of the Companies Act, 2013 i.e., corporate social responsibility is not applicable on your company. Therefore, your company has not constituted CSR committee and need not require to spend any sum on CSR activities for the FY 2024-25. Hence no report on Corporate Social Responsibility is given.

MD & CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have given a certificate as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It forms part of the Report and is marked as "Annexure- III."

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

CODE OFCONDUCT

The Company has adopted the Code of Conduct for all Board members and Senior Management Personnel. All Board members and Senior Management Personnel as per Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have affirmed compliance with the applicable Code of Conduct. A declaration to this effect signed by the Managing Director of the Company forms part of this Report and is marked as "Annexure- IV". CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Your Company, being a Transport company, has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 134 of the Companies Act, 2013. There is no earning or outgo of Foreign Exchange during the year under review.

CERTIFICATE FOR NON-DISQUALIFICATION OF DIRECTORS

The Company has obtained a certificate from M/s. Rantu Das & Associates, Practicing Company Secretaries, confirming that none of the directors on the board of the Company were debarred or disqualified from being appointed or continuing as directors of Companies by the Board/Ministry of Corporate Affairs or any such authority and the same forms part of this report and is marked as "Annexure- V".

PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND EMPLOYEES AND RELATED DISCLOSURE

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees One Crore and Two Lakhs or more per annum for the FY 2024-25 or Rupees Eight Lakh Fifty Thousand or more per month for any part of the financial year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pursuant to Rules 5(2) and 5(3) of the Rules forms part of this report and is marked as "Annexure- VI".

The ratio of remuneration of each Director to the median employees remuneration and other details in accordance

with sub-section 12 of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as "Annexure- VII". CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company during the financial year were in ordinary course of business and at an arms length basis. Form AOC-2 forms part of the Report and is marked as "Annexure- VIII".

Details of Related Party Transactions of the Company are covered under Notes to Accounts for FY 2024-25.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as per Regulation 34 of SEBI Listing Regulations is not applicable to the Company during the period under review.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards - 1 and Secretarial Standards - 2, issued by the Institute of Company Secretaries of India (ICSI).

GENERAL DISCLOSURES Your directors state that:

1. During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

2. The Company serviced all the debts and financial commitments as and when they became due, and no settlements were entered into with the bankers. Since the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

3. There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of Listing Regulations.

4. Equity shares in the suspense account

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows:

Particulars	Number of Shareholders	Number of Equity Shares
Aggregate number of shareholders and the Outstanding shares in the suspense account lying as on 1st April, 2025	1	1000
Shareholders who approached the Company for transfer of shares from suspense account during the year	1	1000
Shareholders to whom shares were transferred from the suspense account during the year	1	1000
Aggregate number of shareholders and the outstanding shares in the suspense Account lying as on 31st March, 2025	3	1200

The voting rights on the shares outstanding in the suspense account as on 31^st March, 2025, shall remain frozen till the rightful owner of such shares claims the shares.

5. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on 31^st March, 2025, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.

6. The Company is not a Large Corporate for the purpose of SEBI Circular No. SEBI/HOIDDHS/DDHS- RACPOD1/P/CIR/2023/172 dated 19^th October, 2023. The details of Outstanding Qualified Borrowings and Incremental Qualified Borrowings for the FY ended 31^st March, 2025.

Sl No. Particulars	Amount ( in Crore)
1. Outstanding Qualified Borrowings at the start of the financial year	9.81
2. Outstanding Qualified Borrowings at the end of the financial year	15.89
3. Highest credit rating of the company relating to the unsupported bank borrowings or plain vanilla bonds, which have no structuring/support built in	NA
4. Incremental borrowing done during the year (qualified borrowing)	-
5. Borrowings by way of issuance of debt securities during the year	-

7. There have been no public issue proceeds raised from the Initial Public Offer (IPO) and Further Public Offer (FPO), Right Issue, Preferential Issue, etc. in the FY 2025.

8. As of the reporting date, the company has no subsidiaries, associates, or joint ventures.

9. The company is in compliance with the applicable provisions of Maternity Benefit Act, 1961.

GREEN INITIATIVES & ACKNOWLEDGEMENT

As a responsible corporate citizen, the Company supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent ("RTAs")/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 09/2024 dated 19 September 2024 and SEBI Circular dated 03 October 2024, the Annual Report of the Company for the financial year ending 31^st March 2025 including therein the Audited Financial Statements for the financial year 2024-25, will be sent only by email to the Members.

The Board of the Company wishes to place on record their sincere appreciation of the dedication and commitment of all employees in continuing their achievements and excellence in all areas of the business. The Board thanks the shareholders, customers, suppliers, bankers, other stakeholders and various departments of the State Government and the Central Government for their continuous support to the Company.

Your Board appreciates and values the contribution made by every member of the Inter State Oil Carrier family.