Lancer Containers Lines Ltd Directors Report

To, The Members,

Lancer Container Lines Limited

It is with great pleasure that we present to you the 14^th Annual Report of Lancer Container Lines Limited, marking the conclusion of the Financial Year ended March 31^st, 2025. This report encapsulates the Companys operational performance and financial accounts since our successful Initial Public Offering (IPO). The PDF Version is also available on the Companys website: https:// lancerline.com/investor-relations#tp1-2

1. Financial Statements and Results

The Companys financial performance for the year under review along with previous years figures is given here under:

	Standalone (in Lakhs)		Consolidated (in lakhs)
Particulars	Current Year	Previous Year	Current Year	Previous Year
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	38,985.45	44,633.92	69,913.97	63,340.99
Other Income	1,863.03	1,313.47	1,544.71	1,343.44
Total income	40,848.48	45,947.40	71,458.68	64,684.43
Expenses	40,629.10	42,433.05	71,322.99	57,719.02
Profit Before Tax	219.38	3,514.35	135.69	6,965.41
Tax expenses	35.27	1,000.95	170.46	1,128.80
Net Profit / loss After Tax	184.11	2,513.40	(34.77)	5,836.62
Earnings Per Share (Diluted)	0.08	1.11	(0.01)	2.57
Earnings per Share (Basic)	0.08	1.11	(0.01)	2.57

# EPS numbers are in actuals.

1.1 Brief description of the Companys working during the year on Standalone basis:

During the year under review, we would like to draw your attention to the financial performance of our Company. Our

Standalone total income for the year amounted to 40,848.48 Lakhs, a decrease of 11.10 % from 45,947.40 Lakhs in the previous year. Similarly, our Net Profit After Tax (PAT) stood at 184.11 Lakhs, compared to 2,513.40 Lakhs in the previous year.

The main driver behind this decline has been the elevated expenses associated with dead freight bookings and higher slot charges, which have had a considerable adverse effect on both our revenue and profit after tax (PAT). We are proactively developing strategies to mitigate these challenges and are committed to improving our financial performance in the upcoming periods. We remain steadfast in our commitment to delivering value to all stakeholders and setting new benchmarks in the logistics services industry. Our focus on innovation and growth drives us to continuously explore new technologies and business models, ensuring we stay ahead in an ever-evolving landscape. below (standalone basis): - TheCompanysfinancial

Revenue stood at 38,985.45 Lakhs, declined by 12.66% YOY.

EBITDA stood at 553.80 Lakhs, reflecting a decline of 88.89%, largely influenced by global geopolitical tensions and elevated operating expenses. Despite these external challenges, the company remains focused on cost optimization and operational efficiency to drive future recovery.

Profit After Tax (PAT) stood at 184.11 Lakhs, representing a year-on-year decline of 92.67%. However, the company is actively implementing strategic measures to restore profitability in the coming periods.

1.2 Brief description of the Companys working during the year on Consolidated basis:

It is our privilege to report the consolidated financial performance of your Company for the year ended 2024-25. The consolidated total income for the year reached Rs. 71,458.68 Lakhs, compared to 64,684.43 Lakhs in the previous year, reflecting a growth of 10.47%. This positive outcome was realized despite navigating global headwinds such as market uncertainty, global conflicts, Red-sea crises and declining freight rates. The increase was largely supported by enhanced operational performance and disciplined cost controls, which helped mitigate the effects of lower sales volumes. However, The Company reported a Net Loss After Tax (PAT) of 34.77 Lakhs, a decline from the Net Profit of 5,836.62 Lakhs recorded in the previous year.

The Companys financial parameters are outlined below (consolidated basis): -

Revenue for the year amounted to 69,913.97 Lakhs, reflecting a 10.38% growth compared to 63,340.99 Lakhs in the preceding year.

EBITDA for the year stood at Rs. 1,504.37 Lakhs, reflecting a decline of 82.92% from Rs. 8,810.11 Lakhs in the previous year, primarily due to higher operating expenses arising from increased slot chanrges and supply chain disruptions caused by the Red Sea crisis.

Net Loss After Tax reported at Rs. (34.77) Lakhs as compared to Rs. 5,836.62 Lakhs in previous year.

2. Transfer to Reserve

During the financial year under review, the Company has not transferred any amounts to reserves.

3. Dividend:

In order to conserve the resources for further expansion plans and operational requirements, your Directors have not recommended any dividend for the year under review.

4. Managements Discussion and Analysis Report:

The Managements Discussion and Analysis Report for the year under review, prepared in accordance with Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms an integral part of this Annual Report.

5. Strategic Developments and New Endeavors:

The Managements Discussion and Analysis Report provides in-depth details on business expansions and initiatives. However, Your Company have achieved remarkable achievements and thus touched the new growths of excellence.

5.1 Acquisition of Bulkliner Logistics Limited:

To make strategic investment by way of secondary acquisition of 1,06,50,000 (One Crore Six Lakhs Fifty Thousand) equity shares of face value of 10/- (Rupees Ten only) each, representing 100% of the equity share capital of Bulkliner Logistics Limited, for an aggregate consideration not exceeding 12,03,45,000/- (Rupees Twelve Crore Three Lakhs Forty-Five Thousand only), at 11.30/- per equity share, payable by the Company a.) partly by way of cash consideration of 2,26,01,163.90/- and b.) the balance of 9,77,43,836.10/- by way of a Share Swap through issuance of up to 23,27,232 fully paid-up equity shares of the Company, on preferential basis, in accordance with Chapter V of the SEBI ICDR.

5.2 Strategic Shift and Structural changes in Business Operations:

The Board has made an important decision pertaining Strategic Shift & Structural Changes in Business Operations of the company for ease of business processes and reduction in cost. The Aforesaid transaction will involve Lancer Container Lines Limited working as the agent by leasing of its NVOCC containers to Lancia Shipping LLC, Dubai (100% Wholly Owned Subsidiary) which will then be rotated through various ports, including Jebel Ali, facilitating more efficient and cost-effective container management and shipment handling and because of which major revenue will be generated through the leasing of containers. Our esteemed members of the Company approved this strategic change through Postal Ballot conducted in this behalf, results of which were disseminated on March21^st, 2025.

6. Changes in Capital Structure / Material Changes:

6.1. Conversion of 50 Foreign Currency Convertible Bonds (“FCCB”) into equity shares:

Pursuant to the conversion of remaining 50 Foreign Currency Convertible Bonds (“FCCBs”) into equity shares of the Company, each having a face value of 5/-, there has been a corresponding increase in the paid-up equity share capital of your Company. In compliance with regulatory requirements and in accordance with the applicable listing norms, the Company has obtained the requisite approval from the Stock Exchange for the listing and trading of the newly allotted equity shares arising from such conversion. As on March 31^st, 2025, 100 % of FCCBs issued by the Company stands converted. The particulars pertaining to the conversions happened during the year are provided below for reference:

Sr. No.	Date on which FCCBs Converted	No. of FCCBs converted into Equity Shares	Listing Approval by Stock Exchange
1.	08th April, 2024	35	23rd April, 2024
2.	07th August, 2024	15	16th August, 2024

6.2. Issue of Equity Shares towards Conversion of Outstanding Unsecured Loan through Preferential basis:

Pursuant to the resolution passed by the Board of Directors on November 29^th, 2024 and in accordance with the approval granted by the shareholders through Postal Ballot (the results of which were declared and disseminated on 3^rd January, 2025), the Company has undertaken a Preferential Issue of up to 99,80,357 equity shares of face value 5/- each. This issuance has been carried out in compliance with the applicable regulatory requirements and the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”). The said preferential allotment was made at an issue price of 42/- per equity share, towards the conversion of an outstanding unsecured loan amounting to 41,91,75,000/- extended by Mr. Abdul Khalik Chataiwala.

6.3. Issuance of Equity Shares to the Shareholders of M/s. Bulkliner Logistics Limited (“BLL”) through swap of shares (for Acquisition of BLL):

Your company has completed the acquisition of Bulkliner Logistics Limited partly by way of cash consideration and partly by way of share swap through issuance of up to 23,27,232 fully paid-up equity shares of the Company, on preferential basis, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”).

7. Disclosures under the Companies Act, 2013 and Listing Regulations:

7.1. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return in MGT – 7 for the FY 2024-25 can be accessed at our website www.lancerline.com under the tab of Investor relations > Annual Report.

7.2. Committees:

7.2.1. Audit Committee:

The Audit Committee of the Company is duly constituted and comprises Mr. Narayanan M. Variyam as the Chairperson of the Committee, with Mr. Praful Jain, Ms. Ameeta Ramesh and Ms. Vijayshri Anup Krishnan serving as its esteemed members. The Committee has been entrusted with roles, powers, and responsibilities as stipulated under Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 177 of the Companies

Act, 2013. During the financial year under review, there were no instances where the Board of Directors did not accept any recommendation made by the Audit Committee.

The Committee met five (5 ) times during the year, and the meetings were held on the following dates:

Sr. No. of Meeting	Date of Audit Committee Meeting
1.	28th May, 2024
2.	12th August, 2024
3.	13th November, 2024
4.	29th November, 2024
5.	12th February, 2025

7.2.2. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is composed of Mr. Narayanan M. Variyam as the Chairperson, with Ms.

Ameeta Ramesh and Ms. Vijayshri Anup Krishnan serving as members. The Committee is established to oversee share transfer processes and address stakeholders grievances. During the year, the Committee convened five (5) times, with meetings held on the following dates:

Sr. No. of Meeting	Date of Stakeholders Relationship Committee Meeting
1.	08th April, 2024
2.	07th August, 2024
3.	01st October, 2024
4.	29th November, 2024
5.	15th January, 2025

7.2.3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is chaired by Mr. Narayanan M. Variyam, with Ms. Ameeta Ramesh and Ms. Vijayshri Anup Krishnan as members. The Committee is established to recommend nominations, determine remuneration, and evaluate the performance of the Directors. During the year under review, five (5) meetings of

Nomination and Remuneration Committee were held:

Sr. No. of Meeting	Date of Nomination and Remuneration Committee Meeting
1.	10th June, 2024
2.	01st August, 2024
3.	12th August, 2024
4.	1st October, 2024
5.	12th February, 2025

7.2.4. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee comprises of Mr. Abdul Khalik Chataiwala as Chairman, Mr. Praful Jain, Mr. Narayanan M. Variyam and Ms. Vijayshri Anup Krishnan as members. As mandated under section 135 of the

Companies Act, 2013, your Company was required to spend towards CSR activities in the FY 2024-25 an amount of

78,50,182 /- The details of the expenditures towards CSR activities are mentioned in CSR report annexed to this Board Report.

During the year under review, one (1) meeting of Corporate Social Responsibility Committee was held:

Sr. No. of Meeting	Date of Corporate Social Responsibility Meeting
1.	12th February, 2025

7.2.5. Risk Management Committee:

The Risk Management Committee comprises of Mr. Abdul Khalik Chataiwala as Chairman, Mr. Praful Jain and Ms. Vijayshri Anup Krishnan as its members. The committee is constituted and a Policy on Risk Management is adopted in accordance with Regulation 21 of the Listing Regulations, the same is not applicable on your Company, as the Company stands at 1424^th number determined as per the Market Capitalization. The Company holds privilege of being a Top 2000 Listed Entity on the charts of Bombay Stock Exchange. During the year under review, one (1) meeting of Risk Management Committee was held:

Sr. No. of Meeting	Date of Risk Management Committee Meeting
1.	12th August, 2024

*All committee are re-constituted in pursuance of expiry of tenure of Mr. Suresh Babu Sankara, former Independent Director of the Company w. e. f. 23^rd June, 2025.

7.2.6. Independent Directors Committee:

As required under Clause VII (1) of Schedule 4 to the Companies Act 2013, a meeting of the Independent Directors held without the presence of Non-Independent Directors and members of the management, thereby ensuring a free and impartial environment for the Independent Directors to discuss matters pertaining to the overall functioning and performance of the Board, as well as to evaluate the quality, quantity, and timeliness of information received from the management.

Sr. No. of Meeting	Date of Independent Director Meeting
1.	13th November, 2024
2.	12th February, 2025

7.3. Board Meetings:

The Board of Directors met 11 times during the year as follows: -

Sr. No.		Date of Meeting	Board Strength	No. of Directors Present
1	08-04-2024		6	5
2	28-05-2024		6	4
3	10-06-2024		6	4
4	01-08-2024		6	3
5	07-08-2024		6	3
6	12-08-2024		6	6
7	01-10-2024		6	3
8	13-11-2024		6	6
9	29-11-2024		6	4
10	15-01-2025		6	3
11	12-02-2025		6	5

7.4. Details of Directors and Key Managerial Personnel:

The Board of Directors & Key Managerial Personnel as on March 31^st, 2025 comprised of the following:

				No. of shares held as on
Sr. No.	Name of Directors & Key	DIN/PAN	Category & Designation
	Managerial Personnel			March 31, 2025
1	Mr. Abdul Khalik Abdul Kadar	01942246	Chairman & Managing	8,90,72098
	Chataiwala		Director
2	Mr. Praful Jain	08000808	Whole-Time Director	80,714
3	Mr. Sumit Sunil Sadh*	02757766	Whole-Time Director	Nil
4	Ms. Ameeta Ramesh	03368136	Non-Executive -	Nil
			Independent Director
5	Mr. Narayanan Moolanghat	08109682	Non-Executive -	Nil
	Variyam		Independent Director
6	Mr. Suresh Babu Sankara*	02154784	Non-Executive -	600
			Independent Director
7	Mr. Manoj Kumar Sharma*	BPAPS1299R	Chief Financial Officer	Nil
8	Ms. Miti Tailong*	AJGPT2650L	Company Secretary and	13,452
			Compliance Officer
9	Ms. Shruthi Rajiv Nair*	BFEPP2549M	Chief Executive Officer	2073

Note: - Changes in Directors & Key Managerial Personnel during / after the Financial Year 2024-25:

Mr. Manoj Sharma has been appointed as the Chief Financial Officer (CFO) of your Company, effective from

August 1^st, 2024 in place of Ms. Ranjana Sandeep Shinde, who tendered her Resignation from the post of CFO effective from August1^st, 2024.

Mr. Amol Mohan Shirke tendered his resignation from the office ^st, 2025. ofWhole-time

• Mr. Sumit Sunil Sadh was appointed as an Additional-Executive Director w. e. f. February 12^th, 2025. Postal Ballot for regularization of Mr. Sumit Sunil Sadh was conducted and he is designated as Whole-time Director of your Company and the result of Postal Ballot was declared on March 21^st, 2025. Ms. Shruthi Rajiv Nair has resigned from the office of Chief Executive Officer(CEO) with effect from June 23 ^rd, 2025, Mr. Sumit Sunil Sadh, existing Whole-time Director has been duly appointed as the CEO of the Company with effect from June 24^th, 2025.

• The 2^nd tenure of Mr. Suresh Babu Sankara for 5 years as an Independent Director has expired w. e. f. June 23^rd, 2025, hence, Ms. Vijayshri Anup Krishnan is appointed w. e. f. June 24th, 2025 to fill the vacancy for of Independent Director. In accordance with the relevant provisions Companies Act, 2013 and the theoffice Listing Regulations, the regularization of Ms. Vijayshri Anup Krishnan is subject to the approval of members of the Company.

Ms. Miti Tailong has tendered her resignation from the position of Company Secretary and Compliance Officer of the Company with effect from July 24^th , 2025.

7.5. Related Party Transactions:

All Related Party Transactions (RPTs), along with any subsequent modifications, are submitted to the Audit Committee for review and approval. For transactions that are repetitive in nature or conducted in the ordinary course of business at arms length, prior omnibus approval is obtained on a half-yearly basis. Additionally, all RPTs undergo independent review and verificationby the Statutory Auditors of the Company to ensure compliance with applicable regulations.

During the period under review, all transactions entered into by the Company with the RPTs were at arms length and ordinary course of business and adhered to all applicable provisions of the Companies Act, 2013 and the SEBI

(LODR) Regulations,2015.Therewerenomateriallysignificantrelated party transactions made by your Company with

Promoters, Directors or Key Managerial Personnel, etc. which had a potential conflict of interest and which are not disclosed to and approved by the Audit Committee.

Given that the Company does not have any material RPTs to report pursuant to section 134 (3)(h) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided. All Related Party transaction are uploaded on Companys website and same has been intimated to Stock exchange for period ended March 31^st, 2025 and the link for the same is provided below:

Sr. No.	Particulars	Link for reference
1.	RPT Policy of Lancer Container Lines Limited	https://www.lancerline.com/uploads/
		investor/08434e8bae6db4a08456d349171e243e.pdf
2.	RPT submitted with the Stock Exchange (Half-	https://lancerline.com/uploads/
	year ended as on 30th September, 2024)	investor/2aaaaf35fd1469313c4dbe374433c358.pdf
3.	RPT submitted with the Stock Exchange (Year	https://lancerline.com/uploads/
	ended as on 31st March, 2025)	investor/1f4c346c263b8f61309a6112282b63bc.pdf

7.6. Policy on Sexual Harassment of Women at Workplace:

With a view to create safe workplace, your Company has formulated and implemented Sexual Harassment (Prevention, Prohibition and Redressal) Policy in accordance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). For the purpose of handling and addressing complaints regarding sexual harassment, your Company has constituted Internal Complaint Committee. To build awareness in this area, your Company also conducts awareness programmes within the organisation. Below are the details pertaining to the complaints under POSH:

Sr. No.	Particulars	Status
1	Number of complaints of sexual harassment received in the year	NIL
2	Number of complaints disposed-off during the year	NIL
3	Number of cases pending for more than ninety days	NIL

7.7. Corporate Governance Compliance:

The Company has adhered to all relevant corporate governance provisions under the Companies Act, 2013 and SEBIs Listing Regulations, 2015. A summary of the governance structure, practices, and required disclosures is included in the Corporate Governance section of this Annual Report. A certificate from the M/s. Geeta Canabar & Associates, Company Secretaries in Practice confirming governance compliances is also attached.

7.8. Adequacy of Internal Financial Controls:

Your Company has instituted internal financial control systems which are adequate for the nature of its business and the size of its operations. The policies and procedures adopted by the Company ensure the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The systems have been well documented and communicated. The systems are tested and audited from time to time by the Company and internal as well as statutory auditors to ensure that the systems are reinforced on an ongoing basis. Significant audit observations and follow up actions thereon are reported to the Audit Committee. deficiencies in the design or operation of internal financial controls Noreportablematerialweaknessorsignificant were observed during the year.

The Internal Audit is carried out by a firm of external Chartered Accountants, M/s. Ganesh Natarajan and Associates, and covers all departments. M/s. Ganesh Natarajan and Associates report the Audit Committee in their capacity. including the key business processes and selected risk areas to be The scopeoftheinternal audited are analysed and discussed in the quarterly Audit and Board Meetings.

7.9. Insider Trading Prevention and Compliance:

The Board of Directors has duly adopted a comprehensive Code of Conduct for Prevention of Insider Trading in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code outlines the framework for regulating, monitoring, and reporting trading in securities of the Company by individuals who may have access to Unpublished Price Sensitive Information (UPSI). The Code is applicable to all Directors, members of the senior management team, and other designated employees who are likely to have access to UPSI in the normal course of business. It aims to ensure that such individuals adhere to the highest standards of transparency and integrity, and do not engage in trading activities that could potentially misuse such sensitive information.

The Code has been published and is accessible to all stakeholders on the Companys official website at: https://www.lancerline.com/uploads/investor/ba41b8311bb674e0dce3a56ce6746ed0.pdf During the year under review, the Company has maintained strict compliance with the Code. No instances of violations were reported, and all persons covered under the Code have confirmed adherence to its provisions, thereby reinforcing the Companys commitment to ethical corporate governance and regulatory compliance.

7.10 Risk Management/Risk Management Policy.

The Risk Management Policy with reference to Section 134 (3) (n) and Section 177 (4) (vii) of the Companies Act, 2013, the guidelines prescribed for risk management committee is not applicable to the Company but company has voluntarily adopted this policy on August 12^th, 2024 which is approved by the Board Enclosed Annexure – B. Nevertheless, the Company does assess the various risks faced by it in its various areas of operations and mitigates them from time to time.

7.11 Structure Digital Database Compliance (Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015)

In order to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and in the interest of the general public, fair trading in the securities market, and the prevention of insider trading within corporates and other entities, the Securities and Exchange Board of India (SEBI) has laid down clear rules governing the conduct of Promoters, Directors, Key Managerial Personnel (KMP), and other Designated Persons who may have access to

Unpublished Price Sensitive Information (UPSI).

UPSI refers to information that is not publicly available but is likely to materially impact the price of securities when disclosed. In line with the requirements under Regulation 3(5) and 3(6) of the PIT Regulations, we confirm adopted an internal software system for the maintenance of a Structured Digital Database (SDD). This system ensures proper recording of the sharing of UPSI and provides adequate internal controls to prevent insider trading.

We hereby certify that the internal software is effectively being used for entering and maintaining details of UPSI, thereby ensuring compliance with the PIT Regulations

8. Managing the Risks of Fraud, Corruption and Unethical Business Practices: 8.1. Vigil Mechanism / Whistle-Blower Policy:

Your Company has implemented a Vigil Mechanism (Whistle Blower Policy) to enable Directors and employees to report genuine concerns in a secure and confidential manner. This policy ensures adequate safeguards to protect whistle-blowers from any form of victimisation and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is available on the Companys website at the following link: https://lancerline.com/uploads/investor/683b5d66339902b17675e26bb3d23cb7.pdf

8.2. Code of Conduct:

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code is given in the Corporate Governance Report.

8.3. Maternity Leave Policy

In compliance with the provisions of the Maternity Benefit Act, 1961 and the Rules framed thereunder, the Company has implemented a comprehensive Maternity Benefit Policy. The Company is committed to supporting its employees through various life stages, including parenthood. the Company provides maternity leave to its female employees to ensure their well-being during and after pregnancy.

Eligible female employees are entitled to paid maternity leave of up to 26 weeks for the first two children, and 12 weeks for the third child onward, as prescribed by applicable law. Additional benefits such as flexible working arrangements, extended unpaid leave, and support for returning mothers are also considered on a case-to-case basis, subject to management discretion.

The Company remains committed to creating an inclusive, supportive, and family-friendly work environment that promotes employee welfare and work-life balance.

9. Board of the Directors & Key Managerial Personnel: 9.1. Retirement by Rotation

In accordance with the provisions of Companies Act 2013 and Articles of Association of the Company, Mr. Praful Jain (DIN: 08000808), Whole time Executive Director of the Company is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for re-appointment. The Board recommends his re-appointment.

More details about the directors are either given in the Corporate Governance Report or in the Notice of the Annual General Meeting being sent to the shareholders along with the Annual report.

9.2. Declaration of Independent Directors:

The Independent Directors have submitted declarations confirming that they meet the independence criteria as per

Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing Regulations. The Company complies with the requirement of having at least one-third of its Board comprised of Independent Directors. Their profiles in the Corporate Governance Report. In the Boards view, the Independent Directors are individuals of strong integrity, reputation, and bring valuable expertise to the Company.

9.3. Board Evaluation:

In line with the Companies Act, 2013 and applicable provisions of the Listing Regulations, the Board conducted its annual performance evaluation. This included assessments of the Board as a whole, individual Directors, and its

Committees. The evaluation covered aspects such as Board and Committee composition, qualifications, contributions, interpersonal skills, and inputs provided by Directors across various areas relevant to the Companys business.

9.4. Remuneration policy and criteria for selection of candidates for appointment as Directors, key managerial personnel and senior leadership positions.

The Company has a Board-approved policy in place for the remuneration of Directors, Key Managerial Personnel, and senior leadership, along with clear criteria for their selection. The policy outlines the guiding principles, approach, and basis for determining remuneration covering executive and non-executive Directors (through sitting fees), and Key

Managerial Personnel. The selection criteria include various factors assessed by the Nomination & Remuneration Committee and the Board. This policy, along with the selection criteria, is available on the Companys website at https://lancerline.com/uploads/investor/101f3b08e9ef0432a20c49421598f467.pdf

10 Auditors & Auditors Report 10.1 Statutory Auditor

M/s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, was appointed as the

Statutory Auditor of the Company to hold office from the conclusion of 11th Annual General Meeting held on 30 ^th September 2022 till the conclusion of the 16th Annual General Meeting and at a remuneration as may be mutually agreed to, between the Board of Directors and M/ s. Praneti Yadav & Co, plus applicable taxes, out-of-pocket expenses, travelling and other expenses.

The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

• Auditors Reports and Comments thereon

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation.

10.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with regulation 24A of SEBI LODR regulations 2015 as amended from time to time M/s. Geeta Canabar & Associates (M No. 8702), Company Secretaries in practice, have been appointed to undertake the Secretarial Audit of the Company.

• Secretarial Audit Reports and Comments Thereon qualifications or adverse remarks in the Secretarial Auditors Report, which require any clarification/ Thereareno explanation from board of directors or Companys management. The Report of the Secretarial Auditor is annexed to the Boards Report as Annexure I.

As required under SEBI (LODR) Regulations 2015, a compliance certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed herewith, (Annexure II).

10.3 Cost Auditor & Cost Records

The Company is not required to appoint Cost Auditor and maintain Cost Records, as it does not fall within the purview of Section 148 of the Companies Act, 2013 and rules made thereunder and hence it is not required to conduct Cost Audit and maintain Cost Records.

10.4 Internal Auditor

The Company has appointed M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing FRN – 141940W as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

10.5 Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013. However, there has been an instance where a fraud has been detected by the company itself at Argo Anchor Shipping Services LLC, a Dubai-based subsidiary of Lancia Shipping LLC (a 100% Wholly owned subsidiary of Lancer Container Lines Limited) committed by erstwhile Manager designated as CEO, Mr. Anirudh Mohan along with Mr. Sreejith Balachandran and Mr. Reuben George (individuals associated with the operations of Argo Anchor Shipping Services LLC). The Audit Committee and Board has noted an approximate amount of AED 89,040 involved in the cited case. The fraud does not materially affect the Company as prescribed in Regulation 30(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The reporting of fraud has been duly intimated to the Stock Exchange with enclosed details.

11 Director Responsibility Statement

The Directors Responsibility Statement referred to in clause 134(3)(c) of the Companies Act, 2013, states that—a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) With respect to section 134(3) (ca) there were no frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government; f) the Directors have laid down internalfinancialcontrols to be followed by the Companyandthatsuchinternalfinancial controls are adequate and were operating effectively; and g) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12 Compliance with Secretarial Standards: year under Duringthe review, the Company has complied with the applicable Secretarial Standards issued by the financial

Institute of Company Secretaries of India.

13 Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future. We however bring to the attention of the members, matters which are in the nature of disputes & their associated claims. For all the below stated matters the Company has or is in the process of refuting the incorrect and invalid claims.

The Boardconfirmsthat there have been no material orders passed by any regulatory authorities, courts, or tribunals that could impact the Companys status as a going concern or affect its operations in the foreseeable future.

However, the attention of the members is drawn to certain matters currently under dispute, along with their associated claims. The Company has taken appropriate legal steps to challenge these claims and is either in the process of contesting or has already refuted them, as they are considered to be incorrect and without legal basis.

Sr. No.	Name of the Parties	Court of Jurisdiction	Advocate	Particulars	Current status
1	Banaras Glasses Pvt.	72 – Additional Civil	Advocate	R.S. 335/2018	24-07-2025
	Ltd. vs. Lancer Container	Judge SD Court No	Jaiswal	y the shipper b Casefiled	Application for
	Lines Limited	42, Lucknow			rejection of plaint
				because Port of destination code
					filed by Lancer.
				wrongly filed in IGM ICD Chakeri
				instead of ICD JRY.
				The claim is of INR 27,41652/
2	Rahul Goyal (Swan	The High Court of	Advocate	CM APPL. 38369/2023	04-04-2025 date
	International) vs. Lancer	Delhi at New Dehli			was given by
			Umesh	This is damage case. Cargo wet
	Container Lines Limited				the Court due to
				due to leakage in roof top of
					paucity of time
				container.
				Order passed against us and
				court directed to pay
				INR 6,06320/-
3	Lancer Container Lines	Before the Honorable	Advocate	50/2021 This is recovery of due	execution will
	Limited vs.	District Legal Services	Vijayalaxmi	amount of 5,14,836.10/- from	be filed after the
		Authority Thoothukudi		the customer.	summer vacation
	Bharath Agro foods and
					i.e. In the month of
	others
					June
4	Lancer Container Lines	3rd Jt. Civil Judge, S.D.	Advocate	SPL C.S/27/2023 Recovery	18-06-2025 wait
	Limited vs. Salient	Panvel	Biju	suit for the amount of	for court report.
	Container Lines			17,54,646.82/-
5	Lancer Container Lines	Appellate Tribunal	Advocate	Penalty Impose Under Sec -	Notice for the
	Limited	of The Customs,	Jatin Shah	112(a), 114AA, 117 by customs	next hearing not
		Ahmedabad		as the misdeclaration of origin of	received from the
	vs. Shiv Metal
				cargo. The penalty amount is	custom
	Corporation & Others
				480,000/-
6	Maxicon Container Line	Commercial Suit	Advocate	suit for the amount of INR	Filing for Written
	PTE Ltd vs.		Biju	20311221/- Plus 18% interest.	Statement
	Lancer Container Line				25.03.2025
	SDN BHD
7	Lancer Container Lines	Judicial Magistrate at	Advocate	Under section 156 (3) of the	Recovery case
	Limited vs. Apocalypse	Burdwan	Saurabh	Code of Criminal Procedure	not yet initiated
	Steel Pvt. Ltd.			for threating the compliant
				as FIR for the offenses
				committed under sections
				378/406/408/409/417/418/420
				of the Indian Penal Code 1860;

14 Change in nature of business, if any:

There were no changes in the nature of business of the Company during financial year ending 31^st March, 2025.

15 Details of Application /Any Proceeding Pending under the Insolvency and Bankruptcy Code 2016:

Neither any application was made nor any proceeding pending under the insolvency and Bankruptcy Code 2016.

16 Details of Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or financial institutions along with the reasons thereof:

The Company has timely repaid all outstanding dues to banks and financial institutions in the previous and prior financial years. As there was no one-time settlement during the financial year 2024 25, this disclosure is not applicable for the year under review.

17 Particulars of loans, guarantees or investments under Section 186 of Companies Act:

The Company has complied with applicable provisions of Section 186 of the Act during the Financial Year. The particulars of loans, guarantees and investments as per Section 186 of the Act have been disclosed in the financial statements.

18. Conservation of energy, technology absorption and foreign exchange earnings and outgo: a) Conservation of Energy:

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this initiative. Adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy at the offices of the Company. b) Technology Absorption:

The Company continues to adopt advanced technologies and drive innovation across its operations. Significant investments have been made to strengthen its technological infrastructure, resulting in a scalable and efficient system.

The Company has a running EBMS system to monitor end-to-end service delivery for clients. c) Foreign Exchange Earning and Outgo:

During the period under review the foreign exchange earnings and outflow were as follows:

Sr. No.	Particulars	Standalone (in USD)	Consolidated (in USD)
1	Foreign Exchange Earnings (Inwards)	83,06,433.70	103,30,558.86
2	Foreign Exchange Outgo (Outwards)	55,32,581.42	82,64,57082 .

19. Disclosure required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

1. Ratio of the remuneration of each Director to the median remuneration of the employees for the FY 2024-25 and percentage change in the remuneration of each Director in the FY 2024-25:

Name of the Director	Designation	the Director to the median	Decrease in
		remuneration****	Remuneration
Mr. Abdul Khalik Chataiwala*	Chairman & Managing Director	11.95	(60)
Mr. Praful Jain	Executive Whole Time Director	12.34	6.28
Mr. Amol Mohan Shirke**	Executive Whole Time Director	7.60	(21.12)
Mr. Sumit Sadh***	Executive Whole Time Director	0.35	NA

• * Mr . Abdul Khalik Chatiwala has been withdrawing a salary of 3,00,000 per month since April 2024. Prior to that, from April 2023 to December 2023, he was withdrawing 10,00,000 per month. No salary was withdrawn by him during the period from January 2024 to March 2024.

• ** The Ratio of Remuneration of the Director to the Median Remuneration” for Mr. Amol Shirke has been calculated up to December 2024, as he resigned from the position of Whole-time Director of the Company with effect from 1^st January 2025. Accordingly, his total remuneration reflects only the amount drawn up to December 2024. Consequently, there is a decrease of 21.12% in his remuneration compared to the previous year, attributable to his resignation and the cessation of salary from January 2025 onwards.

• *** The “Ratio of Remuneration of the Director to the Median Remuneration” for Mr. Sumit Sadh has been calculated for the period from February 2025 to March 2025, as he was appointed as Whole-time Director of the Company with effect from February 12^th, 2025.

2. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer and Company Secretary in the FY 2024-25: -

		% Increase & Decrease in
Name	Designation
		Remuneration (Per annum)
Mr. Abdul Khalik Chataiwala*	Managing Director	(60)
Mr. Praful Jain	Whole-time Director	6.28
Mr. Amol Mohan Shirke**	Whole-time Director	(21.12)
Mr. Sumit Sadh*****	Whole-time Director & CEO	NA
Ms. Ranjana Sandeep Shinde***	Chief Financial Officer	(65.32)
Mr. Manoj Sharma****	Chief Financial Officer	NA
Ms. Shruthi Rajiv Nair	Chief Executive Officer	33.12
	Company Secretary and Compliance
Ms. Miti Tailong		18.36
	Officer

* Mr. Abdul Khalik Chatiwala has been withdrawing a salary of 3,00,000 per month since April 2024. Prior to that, from April, 2023 to December, 2023, he was withdrawing 10,00,000 per month. No salary was withdrawn by him during the period from January, 2024 to March, 2024.

**Mr. Amol Shirkes remuneration has been calculated up to December 2024, as he resigned from the position of Whole-time Director of the Company with effect from January 1^st 2025. Accordingly, his total remuneration reflects only the amount drawn up to December 2024. Consequently, there is a decrease of 21.12% in his remuneration compared to the previous year, attributable to his resignation and the cessation of salary from January 2025 onwards.

***Ms. Ranjana Sandeep Shindes remuneration has been calculated upto July, 2024, as she resigned from the position of the CFO of the Company with effect from August 1^st, 2024. Accordingly, her total remuneration reflects only the amount drawn up to July, 2024. Consequently, there is a decrease of 65.32% in her remuneration compared to the previous year, attributable to her resignation and the cessation of salary from August, 2024 onwards.

****During the period under review, Mr. Manoj Sharma was appointed as the Chief Financial Officer (Key Managerial

Personnel) of the Company with effect from August 1^st, 2024, following the resignation of Ms. Ranjana Sandeep Shinde from the position of Chief Financial Officer with effect from the same date.

*****During the period under review, Mr. Sumit Sunil Sadh was appointed as a Director of the Company with effect from February 12^th 2025. In the current financial year (i.e., FY 2024-25), he has also been appointed as the Chief Executive Officer (CEO) of the Company with effect from June 23 ^rd 2025.

3. As on the end of FY 2024-25, the Company had 198 permanent employees on its payroll. Compared to the previous financial year, the total salary expense increased by 27.68% (including Key Managerial Personnel).

The salary of Key Managerial Personnel (KMPs) decreased by 31% primarily due to the following reasons:

• Mr. Abdul Khalik Chataiwala reduced his monthly salary withdrawal from 10,00,000 to 3,00,000 per month.

Ms. Ranjana Sandeep Shinde resigned from the position of Chief Financial Officer (CFO).

• Mr. Amol Shirke resigned from the position of Whole-time Director (WTD).

Excluding KMPs, the salary of other employees increased by 43.22% over the previous year.

4. The median remuneration of employees of the Company increased by 1.38% in the FY 2024 – 25 compared to the median in FY 2023-24.

5. The increment given to each individual employee is based on the employees potential, experience as also their performance and contribution to the Companys progress over a period of time and also as per market trend.

6. Average percentile change in the salaries of employees other than managerial personnel in the 2024-25 increased by 37.95% in comparison to last year and the percentile change in the managerial remuneration decreased by 47% in 2023-24.

7. Remuneration paid to Directors, KMP and other employees is as per the remuneration policy of the

Company.

Disclosure required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

Sr. No.	Name	Designation	Monthly Remuneration (Amount in Rs)	Nature of Employment	Educational Qualification	Experience	Date of Joining	Age of Employee	Previous Employment	Equity Shares Held (in%)	Whether employee is related to the Director
1	Mr. Abdul Khalik	Chairman & Managing	3,00,000	Permanent	MBA	35 Years	07-03-2011	60 years	NA
	Chataiwala	Director								35.57	-
2	Mr. Praful Jain	Whole Time Director	3,10,000	Permanent	MBA	19 Years	01.11.2019	38 Years	Reliance	0.03	-
									Industries Limited
3	Mr. Nagender Vashishth	Branch Head	2,30,110	Permanent	MBA – International	20 Years	11-11-2014	43 Years	Hub-Link Shipping	0.00	-
					Marketing
4	Mr. Shyam Gangaram	Director -Gujrat region	2,03,193	Permanent	B.Com	16 Years	01-05-2012	41 years	Raidiant Maritime	0.00
	Lalwani*										-
5	Mr. Amol** Mohan	Whole Time Director	2,54,619	Permanent	B.Com	21 years	13.06.2016	41 Years	Ceyline Logistics	0.00	-
	Shirke
6	Mrs. Smitha Manesh***	Manager	2,50,000	Permanent	B.Com	-	31-03-2012	47 years	-	0.01	-
7	Mr. Vijayasankar K	Deputy General	1,38,853	Permanent	B.Com	26 Years	1-10-2018	61 Years	Panlloyd Logistics	0.00
	Rajha	Manager- Accounts							Pvt. Ltd.		-
8	Mr. Venkateshwar	Feder Incharge	1,31,800	Permanent	-	15 Years	09-04-2021	51 Years	-	0.00
	Sankaran****										-
9	Mr. Sanjay Sadashiv	SOA Manager	1,12,272	Permanent	Post-Graduation in	17 Years	01-12-2012	43 Years	Radiant Maritime	0.00
	Shelar*****				Finance				India Pvt Ltd		-
10	Mr. Sanoj Acharya******	Line Manager	1,10,000	Permanent	B.SC in computer	15 Years	18-12-2023	40 Years	ASJS Logistical	0.00	-
					Science				Services Pvt Ltd.
11	Mr. Sagar Govind	Head- Accounts &	1,02,600	Permanent	B.Com, M.com, CA	19 Years	25-09-2023	43 Years	J.M. BAXI & Co	0.00	-
	Palshetkar******	Finance			Appeared for final
12	Mr. Prasad Madhavan	Global Head	96,600	Permanent	Global Head	25 Years	01-10-2018	60 Years	Poseidon	0.00	-
		Documentation			Documentation				Shipping (Abrao
									Group)
13	Mr. Aurangzeb Khan	Branch Manager	87,646	Permanent	-	-	26-05-2016	-	-	0.00	-
14	Mr. Visvak K.	-	1,16,200	Permanent	-	-	11-Nov-2019	-	-	0.00	-
15	Mr. Salim Shaikh	-	86,851	Permanent	-	-	01-Mar-2017	-	-	0.00
											-
16	Mrs. Heena Shaikh	Manager	85,000	Permanent	MBA in Finance	11 Years	25-Sep-2023	33 Years	-	0.03	-

 

Notes: -

*Mr. Amol Shirke has resigned from the position of Whole-time Director w.e.f 1st January, 2025.

**Mrs. Smitha Ramesh has resigned from the position of Manager w.e.f 1st January, 2025.

*** Mr. Venkateshwar Sankaran has resigned from the position of Feder Incharge.

****Mr. Sanjay Sadashiv Shelar has resigned from the position of SOA Manager .

*****Mr. Sanoj Acharya has resigned from the position of Line Manager.

******Mr. Sagar Govind Palshetkar has resigned from the position of Head – Finance & Accounts w.e.f 31st July, 2025.

18 Deposits:

During the year, the Company has not accepted any deposits under Chapter V - Acceptance of Deposits by Companies under the Companies Act, 2013.

19 Subsidiary, Associate and Joint venture:

Pursuant to Section 129(3) of the Companies Act, 2013, a summary of the key financial highlights of the Companys subsidiaries and joint ventures, presented in Form AOC-1, is appended to the Directors Report as Annexure-III and included as part of the Companys financial statements.

20 No Biasness Employer:

The Company is committed to maintaining a respectful and inclusive work environment, free from discrimination and harassment, including sexual harassment. It ensures equal employment opportunities for all, irrespective of caste, religion, gender, marital status, or color.

21 Appreciations & Acknowledgements:

The Company extends its heartfelt gratitude to its investors, banking partners, credit rating agencies, and stock exchanges for their consistent support and cooperation. We also take this opportunity to sincerely thank our valued customers, business partners, agents, vendors, and suppliers for their enduring association and trust in our offerings.

The Board places on record its deep appreciation for the dedication, professionalism, and commitment demonstrated by our employees, whose efforts have been instrumental in driving the Companys growth and achievements.

Finally, the Board of Directors conveys its sincere thanks to all members and shareholders for their unwavering confidence, trust, and continued support in the Companys vision and journey.

On Behalf of Board of Directors

For Lancer Container Lines Limited

Sd/-

Abdul Khalik Chataiwala

Chairman & Managing Director

DIN: 01942246

Place: Navi Mumbai

Date: 12th August 2025