Lancer Containers Lines Ltd Directors Report

To

The members of

Lancer Container Lines Limited

The Board of Directors is pleased to present the 15 th Annual Report of Lancer Container Lines Limited (Company), together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2026.

1. Financial Results

The standalone and consolidated financial performance of the Company for the financial year ended March 31, 2026, together with the comparative figures for the previous financial year, is summarised below: ( in lakhs, except earnings per share)

	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	5,850.66	38,985.45	39,402.66	69,913.97
Other Income	3,527.59	1,863.03	3,658.14	1,544.71
Total income	9,378.25	40,848.48	43,060.81	71,458.68
Expenses	9,323.56	40,629.10	42,418.58	71,322.99
Profit Before Tax	54.69	219.38	642.23	135.69
Tax expenses	(-25.33)	35.27	79.09	170.46
Net Profit / loss After Tax	80.02	184.11	563.14	(34.77)
Earnings Per Share (Diluted) #	0.03	0.08	0.21	(0.01)
Earnings per Share (Basic) #	0.03	0.08	0.21	(0.01)

# EPS numbers are in actuals.

2. Review of Business and Operations Standalone Performance

During the year under review, the Companys standalone revenue from operations amounted to 5,850.66 lakh, as compared to 38,985.45 lakh in the previous year, representing a year-on-year decline of 84.99%. The standalone profit after tax was 80.02 lakh, as compared to 184.11 lakh in the previous year.

The financial performance during the year was affected by lower operating revenue and higher operating costs, including costs associated with dead-freight bookings and increased slot charges. The Company continues to focus on cost optimisation, operational efficiency and appropriate commercial strategies to improve its performance. The key standalone financial parameters are summarised below:

Revenue from operations stood at 5,850.66 lakh, representing a year-on-year decline of 84.99%.

EBITDA stood at negative 1,673.39 lakh, primarily due to lower operating revenue and elevated operating expenses, including dead-freight and slot-related costs and the impact of geopolitical developments and conflicts in the Middle East.

Profit after tax stood at 80.02 lakh, representing a year-on-year decline of approximately 56.54%.

Consolidated Performance

During the year under review, the Companys consolidated revenue from operations amounted to 39,402.66 lakh, as compared to 69,913.97 lakh in the previous year, representing a year-on-year decline of 43.64%. Despite the decline in operating revenue and challenges arising from geopolitical uncertainties, conflicts in the Middle East, supply-chain disruptions and volatility in freight rates, the Company reported a consolidated profit after tax of 563.14 lakh, as compared to a loss after tax of 34.77 lakh in the previous year.

The key consolidated financial parameters are summarised below:

Revenue from operations stood at 39,402.66 lakh, representing a year-on-year decline of 43.64%.

EBITDA stood at 56.56 lakh, as compared to 1,504.38 lakh in the previous year, representing a decline of approximately 96.24%.

Profit after tax stood at 563.14 lakh, as compared to a loss after tax of 34.77 lakh in the previous year.

3. Dividend and Reserves Dividend

To conserve financial resources for the Companys operational requirements and future growth plans, the Board of Directors has not recommended anydividendforthefinancialyear ended March 31, 2026.

Dividend Distribution Policy

The Dividend Distribution Policy voluntarily adopted by the Company is available on the Companys website at https:// www.lancerline.com/uploads/investor/a6d3d0fd9297125a7d3a92cd066d7943.pdf.

Unclaimed Dividend

Details of the dividend amounts remaining unpaid or unclaimed in respect of previous financial years are provided in the Corporate Governance Report, which forms part of this Annual Report.

Transfer to Reserves

During the year under review, the Company did not propose to transfer any amount to the general reserve.

4. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e), read with Part B of Schedule V to the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report.

5. Share Capital

Authorised share capital

During the year under review, the authorised share capital of the Company was increased from 150 crore, divided into 30 crore equity shares of 5 each, to 1,000 crore, divided into 200 crore equity shares of 5 each, pursuant to the approval of the Members at the Extraordinary General Meeting held on December 13, 2025. The Capital Clause of the Memorandum of Association of the Company was consequently altered.

Preferential Allotment for Consideration Other Than Cash

During the year under review, the Company issued and allotted 10,28,69,409 equity shares of face value 5 each, at an issue price of 19.77 per equity share, for consideration other than cash, on February 19, 2026, to the following persons:

- Mr. Miju Kattukaran Antony;

- Mr. Prafulla Kumar Jha;

- Mr. Muhammed Noufal Balliyod

- Ms. Naeema Cheruvathan Kandy

Mr. Vijesh Astin Dsouza.

The allotment was made on a preferential basis pursuant to the approval of the Members at the Extraordinary General Meeting held on December 13, 2025, and in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Consequently, the paid-up equity share capital of the Company increased from 1,25,19,71,545, comprising 25,03,94,309 equity shares of face value 5 each, as on March 31, 2025, to 1,76,63,18,590, comprising 35,32,63,718 equity shares of face value 5 each, as on March 31, 2026.

The equity shares allotted during the year rank pari passu in all respects with the existing equity shares of the Company.

During the year under review, the Company did not issue any equity shares with differential voting rights or any sweat equity shares.

Subsequent to the close of the financial year, the paid-up equity share capital of the Company was further increased pursuant to a preferential allotment made on July 20, 2026. The details thereof are provided in the section titled

Material Changes and Commitments of this Report.

6. Merger and Acquisition

During the year under review, on February 19, 2026, the Company acquired 100% of the paid-up equity share capital of P K M General Trading L.L.C. (PKMGT) on a fully diluted basis. Consequently, PKMGT became a wholly owned subsidiary of the Company.

Further, PT Map Trans Logistic, Indonesia, being a subsidiary of PKMGT, became a step-down subsidiary of the

Company.

Consequent to the above acquisition, the Company had 11 subsidiaries as on March 31, 2026. Subsequent to the close of the financial year, Lancia Shipping Sdn. Bhd., Malaysia, and Lancia Shipping SPC, Oman, were incorporated as step-down wholly owned subsidiaries of the Company. Accordingly, the Company had 13 subsidiaries as on the date of this

Report.

7. Subsidiaries

Pursuant to Section 129(3) of the Companies Act, 2013 (Act), read with the applicable rules and Indian Accounting Standards, the audited consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2026 form part of this Annual Report.

A statement containing the salient features of the financial statements and the performance of the subsidiaries included in the consolidated financial statements, in the prescribed Form AOC-1, forms part of the financial statements. The performance and financial position of the subsidiaries and their contribution to the overall performance of the Company are also set out therein.

Pursuant to Section 136 of the Act, the Annual Report, including the audited standalone and consolidated financial statements and other documents required to be attached thereto, is available on the Companys website at www. lancerline.com.

The financial statements and related documents of the subsidiaries included in the consolidated financial statements are also available on the Companys website. Members may obtain copies of these documents by sending a request to secretarial@lancerline.com. The aforesaid documents shall also be available for inspection by the Members at the registered office of the Company during business hours on working days and through electronic mode, in accordance with the applicable provisions of the Act.

During the year under review, pursuant to an application for voluntary strike-off, the name of Lancer Tank Container

Services Private Limited was struck off from the register of companies with effect from April 28, 2025. Consequently, it ceased to be a subsidiary of the Company from the said date.

As on the date of this Report, the Company had the following subsidiaries:

Domestic Subsidiaries

1. Bulkliner Logistics Limited

2. CIS Connect Global Logistics Private Limited

3. LCM Projects Private Limited

4. KMS Maritime India Private Limited

5. Worldwide Container Trading Private Limited

6. Globepoint Multimodal Logistics Private Limited

7. Lancer Foundation

Overseas Subsidiaries

8. Lancia Shipping L.L.C.

9. P K M General Trading L.L.C.

10. PT Map Trans Logistic - step-down subsidiary

11. Argo Anchor Shipping Service L.L.C. - step-down subsidiary 12. Lancia Shipping SPC, Oman - step-down subsidiary

13. Lancia Shipping Sdn. Bhd., Malaysia step-down subsidiary

The Policy for Determining Material Subsidiaries is available on the Companys website at https://www.lancerline.com/ uploads/investor/8c0bb5a55975314ce42997cb0a94e932.pdf.

Details relating to the material subsidiary or subsidiaries of the Company, as applicable, are provided in the Corporate

Governance Report, which forms part of this Annual Report.

As on the date of this Report, the Company did not have any associate company or joint venture. The Company is not a subsidiary of any other company.

8. Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report forms part of this Annual Report.

A certificate issued by Geeta Canabar & Associates, Practising Company Secretaries, confirming compliance with the conditions of corporate governance prescribed under the Listing Regulations, is annexed to the Corporate

Governance Report as Annexure I.

9. Annual Return:

Pursuant to Section 92(3), read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for thefinancialyear 2025 26 in Form MGT-7 is available on the Companys website.

10. Directors and Key Managerial Personnel a. Directors

The Board of Directors (Board) of the Company has an optimum combination of executive and non-executive Directors (including an Independent Woman Director). The Board composition is in conformity with the extant applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Board of the Company represents an optimal mix of expertise, knowledge and experience. Further, the Independent Directors on the Board of the Company are respected for their professional integrity as well as rich experience and expertise. The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company During the year under review, the second and final term of Mr. Suresh Babu Sankara as an Independent Director concluded with effect from June 23, 2025. Mrs. Vijayshri Krishnan was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from June 24, 2025. Her appointment as an Independent Director was subsequently approved by the Members at the Fourteenth Annual General Meeting held on September 18, 2025.

At the said Annual General Meeting, the Members also approved the re-appointment of Mrs. Ameeta Ramesh as an Independent Director for a second term and the appointment and redesignation of Mr. Praful Jain as Chairman and Managing Director.

Mr. Suleyman Emre (formerly known as Mr. Abdul Khalik Abdul Kadar Chataiwala) ceased to hold the office of Chairman and Managing Director and was designated as Chairman Emeritus with effect from September

18, 2025. The position of Chairman Emeritus is honorary in nature and does not constitute membership of the

Board.

Further, Mrs. Heena Shaikh was appointed as an Additional Director in the category of Executive Director with effect from October 20, 2025. Her appointment as Executive Director was subsequently approved by the

Members at the Extraordinary General Meeting held on December 13, 2025.

Accordingly, the composition of the Board as on March 31, 2026 was as follows:

Category	Name of the Directors
Non- Executive Independent Director	Mr. Narayanan Variyam
Non- Executive Independent Director	Mrs. Ameeta Ramesh
Non- Executive Independent Director	Mrs. Vijayshri Krishnan
Chairman and Managing Director	Mr. Praful Jain
Whole-time Director and Chief Executive Officer	Mr. Sumit Sadh
Executive Director	Mrs. Heena Shaikh

All the Independent Directors have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. Based on the declarations received, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are independent of the management. All the Directors have confirmed that they are not disqualified from being appointed or continuing as Directors in terms of Section 164 of the Act.

All the Independent Directors have registered their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs and have complied with the requirements relating to the online proficiency self-assessment test, wherever applicable.

Details of the familiarisation programmes imparted to the Independent Directors are provided in the Corporate

Governance Report, which forms part of this Annual Report, and are also available on the website of the Company at https://www.lancerline.com/uploads/investor/8b52566e5692378dfc619f781aaf3728.pdf. b. Director retiring by rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr.

Sumit Sadh(DIN:02757766),Whole-timeDirectorandChiefExecutiveOfficer, retires by rotation at the ensuing

Fifteenth Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The necessary resolution seeking his re-appointment together with his brief profile forms part of the notice convening the AGM. c. Meetings of the Board of Directors

During the year under review, nine meetings of the Board of Directors of the Company were held. The requisite quorum was present at all the meetings. The maximum interval between any two consecutive Board meetings did not exceed one hundred and twenty days as per the provisions of the Listing Regulations and the Act. In compliance with the provisions of the Act and Regulation 25 of Listing Regulations, a separate Meeting of Independent Directors of the Company was also held on March 16, 2026. The details of the said meetings are provided in the Corporate Governance Report, which forms part of the Annual Report. d. Committees of the Board

The Board has constituted the following Committees: (i) Audit Committee; (ii) Nomination and Remuneration Committee; (iii) Corporate Social Responsibility Committee; (iv) Stakeholders Relationship Committee; and (v) Risk Management Committee.

The details, including the composition, terms of reference and meetings of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee, are provided in the Corporate Governance Report. The details relating to the Corporate Social Responsibility Committee are provided in the section titled Corporate Social Responsibility of this Report.

During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

e. Annual performance evaluation: (i) Board

Pursuant to the provisions of the Act and Listing Regulations, the Board took note of the annual performance evaluation results as collated by the Nomination and Remuneration Committee (NRC) for the Board as a whole, its Committees and all the Directors of the Company, based on the criteria laid down by NRC. The results of the performance evaluation were assessed and discussed by the Board at its meeting. The suitable feedback was conveyed to the Board members and the management.

(ii) Auditors

Pursuant to the provisions of the Listing Regulations, the Audit Committee evaluates the performance of Statutory Auditors, Secretarial Auditors and Internal Auditors of the Company on an annual basis. f. Key Managerial Personnel

Pursuant to Section 2(51), read with Section 203 of the Companies Act, 2013, the following persons are the Key

Managerial Personnel of the Company as on the date of this Report:

1. Mr. Praful Jain - Chairman and Managing Director

2. Mr. Sumit Sadh Chief Executive Officer and Whole-time Director

3. Mr. Manoj Sharma Chief Financial Officer

4. Ms. Jinal Thakkar Company Secretary and ComplianceOfficer

During the year under review, the following changes occurred in the Key Managerial Personnel of the Company:

Mr. Suleyman Emre (formerly known as Mr. Abdul Khalik Abdul Kadar Chataiwala) ceased to hold office as Chairman and Managing Director of the Company with effect from September 18, 2025. With effect from the same date, Mr. Praful Jain, the then Whole-time Director, was appointed as Chairman and Managing Director of the Company.

Ms. Shruthi Rajiv Nair ceased to hold office as Chief Executive Officer of the Company with effect from June 23, 2025. Mr. Sumit Sadh, the existing Whole-time Director, was appointed as Chief Executive Officer of the Company with effect from June 24, 2025.

Ms. Miti Tailong ceased to hold office as Company Secretary and Compliance Officerof the Company with effect from the close of business hours on July 23, 2025. Ms. Jinal Thakkar was subsequently appointed as Company Secretary and ComplianceOfficerand designated as Key Managerial Personnel of the Company with effect from October 29, 2025.

11. Corporate Social Responsibility (CSR)

Based on the audited financial parameters of the immediately preceding financial year, the Company did not meet any of the thresholds specified under Section 135(1) of the Act. Accordingly, the provisions relating to mandatory

CSR expenditure were not applicable to the Company for FY 2025-26, and the prescribed Annual Report on CSR Activities is not required for the year.

The Corporate Social Responsibility Committee, constituted by the Company in earlier years, continued to remain in existence during the year under review. The composition of the Committee as on March 31, 2026 was as follows:

Name of Member	Position in the Committee
Mr. Sumit Sadh	Chairperson
Mr. Narayanan Variyam	Member
Mr. Praful Jain	Member
Mrs. Vijayshri Krishnan	Member

During the year under review, two meetings of the Corporate Social Responsibility Committee were held on August 12, 2025 and February 5, 2026.

12. Particulars of Employees

The details of remuneration paid to the Directors of the Company, during the year under review, are provided in the

Corporate Governance Report which forms part of the Annual Report.

The disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure II. Further, a statement showing names and other particulars of employees drawing remuneration in excess of the limits as set out in Rules 5(2) and 5(3) of the aforesaid Rules, forms part of the Annexure.

During the year under review, neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any subsidiary of the Company.

Further, the Company has complied with the provisions of theMaternityBenefitAct, 1961, read with rules framed thereunder, as amended from time to time.

13. Employee Stock Option Schemes

During the year under review, no options were granted, vested or exercised under the Lancer Employee Stock Option Scheme 2025. Accordingly, no equity shares were allotted pursuant to the Scheme during the year. The applicable disclosures under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the website of the Company.

14. Risk Management

The risk management framework of the Companyisdefinedin the Board approved Risk Management Policy and it addresses the key foreseeable risks that the Company is likely to experience in the course of its business as well as mitigating factors that have been implemented to manage the said risks. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

Key risks are identified, documented and discussed at the Audit Committee, Risk Management Committee and/or

Board of Directors of the Company. The key risks are addressed through mitigation actions on a continuous basis and in the opinion of the Board there are no risks which may threaten the existence of the Company.

The Risk Management Policy of the Company is available on its website at https://www.lancerline.com/uploads/ investor/05551846911674fa761c0e1cb62e0e39.pdf. regulators or courts or tribunals impacting the going concern 15. Significant status of the company and the companys future operations

Pursuant to Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, nosignificantor material order was passed by any regulator, court or tribunal during the year under review that would impact the going-concern status of the Company or its operations in the future.

Material litigations and contingent liabilities are disclosed in the notes to the financial statements.

16. Statutory Auditors

At the 11 th AGM of the Company held on September 30, 2022, Praneti Yadav & Co., Chartered Accountants (ICAI

Firm Registration Number: 137534W), were appointed as Statutory Auditors of the Company and shall continue to hold office for the term of five consecutive years till the conclusion of the 16th AGM of the Company to be held in the year 2027. Further, the Statutory Auditors have confirmed that the said appointment is in accordance with the conditions prescribed under Sections 139 and 141 of the Act and rules framed thereunder.

17. Statutory Auditors Report

The reports of the Statutory Auditors on standalone and consolidated financial statements of the Company form part of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers by the Statutory Auditors in their reports for the financial year ended March 31, 2026. The notes to the financial statements referred to in the auditors reports are self-explanatory and therefore do not call for any comments under Section 134 of the

Act.

During the year under review, the Statutory Auditors did not report any fraud involving the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

18. Secretarial Auditors

At the 14th AGM of the Company held on September 18, 2025, Geeta Canabar & Associates, Practising Company Secretaries, were appointed as Secretarial Auditors of the Company to hold office for a period of five consecutive years, up to the financial year 2029-30.

19. Secretarial Auditors Report

Pursuant to Section 204 of the Companies Act, 2013, read with the applicable rules and Regulation 24A of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to this Report as Annexure III

The Secretarial Audit Report contains certain observations relating to delays in the appointment of the Company

Secretary and Compliance Officer and submission of financial results, and an instance of fraud reported in a step-down subsidiary. The relevant matters were disclosed to the stock exchange as and when required. The Company subsequently completed the applicable compliances and paid the fine levied by BSE Limited. In relation to the matter reported in the step-down subsidiary, the Company has taken appropriate legal and remedial measures, and the matter is being dealt with in accordance with the applicable laws.

20. Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2026, issued by Geeta Canabar & Associates, Practising Company Secretaries, is annexed to this Report as Annexure IV. The Company submitted the said Report to the stock exchange within the prescribed timeline.

21. Particulars of Loans, Guarantees or Investments under Section 186

The details of loans, guarantees or investments made as required under Section 186 of the Act are provided in the standalone financial statements of the Company, which form part of the Annual Report.

22. Deposits

During the year under review, the Company did not accept any deposits within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest on deposits was outstanding as on March 31, 2026, and there were no deposits that were not in compliance with the requirements of Chapter V of the Act.

23. Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered into by the Company during the year under review were in the ordinary course of business and on an arms-length basis. The Company did not enter into any contract, arrangement or transaction with related parties that was required to be reported in Form AOC-2. Accordingly, the disclosure under Section

134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable and does not form part of this Report.

Details of related party transactions are disclosed in the relevant notes to the standalone and consolidated financial statements forming part of this Annual Report.

Pursuant to Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Company submitted the prescribed disclosures of related party transactions to the stock exchange(s) within the applicable timelines and published the same on its website.

The Company has adopted a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions (RPT Policy). The RPT Policy provides the framework for identifying related parties and related party transactions and obtaining the requisite approvals of the Audit Committee, Board of Directors and Members, wherever applicable, together with the applicable reporting and disclosure requirements. The RPT Policy is available on the Companys website at https://www.lancerline.com/uploads/investor/08434e8bae6db4a08456d349171e243e.pdf.

24. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on energy conservation, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is appended below:

A. Conservation of energy:

The Companys operations are not energy-intensive. Nevertheless, the Company continued to promote responsible energy consumption through the use of energy-efficient office equipment, digital workflows, preventive maintenance and employee awareness initiatives. The solar power system installed during the previous financial year continued to support the Companys use of renewable energy. No further material capital investment in energy-conservation equipment was made during the year under review.

B. Technology absorption and innovation:

The Company continued to strengthen its technology platform for shipment visibility, documentation, customer service, container tracking and operating controls. Its enterprise business management system supports end-to-end service monitoring and scalable execution.

C. Foreign Exchange Earning and Outgo:

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

Sr. No. Particulars	Standalone (USD)	Consolidated (USD)
1 Foreign Exchange Earnings	16,68,746.19	52,60,417.56
2 Foreign Exchange Outgo	1,80,116.23	50,84,399.74

25. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity. The Company has zero tolerance for any form of sexual harassment and is committed to take all necessary steps to ensure that its women employees are not subjected to any form of harassment.

Your Directors further state that the Company has complied with the provisions relating to the constitution of the Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and has put in place a Prevention of Sexual Harassment and Complaint Procedure Policy and that during the year under review, no complaints were received by the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During FY 2025 26, the status of complaints was as follows:

Particulars	Number of Complaints
Complaints received during the year	Nil
Complaints disposed of during the year	Nil
Complaints pending for more than 90 days	Nil
Complaints pending as on March 31, 2026	Nil

The said policy of the Company inter-alia specifies details on the reporting, redressal and inquiry process.

The policy is available on the website of the Company at https://www.lancerline.com/uploads/ investor/3b47ff09c10a729d8ac0a36aa648c851.pdf.

26. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanations relating to material departures, if any; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the

Company as at the end of the financial year and of the profit of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going-concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

27. Internal Financial Control

The Company has put in place adequate policies and procedures to ensure that its internal financial controls with reference to the financial statements are commensurate with the size and nature of its business. These controls provide reasonable assurance regarding the reliability of financial and operational information, compliance with applicable laws, safeguarding of the Companys assets, prevention and detection of fraud, and accuracy and completeness of accounting records.

The internal control framework operates through three lines of defence: front-line managers, who ensure the effective implementation of policies and controls; control functions such as Risk Management, Compliance and Finance, which establish and monitor the requisite policies and controls; and Internal Audit, which independently evaluates the effectiveness of the controls and compliance with the applicable policies and procedures.

The internal control systems are regularly tested and reviewed by the Internal Auditor, an independent external firm.

The Audit Committee reviews and approves the annual internal audit plan in consultation with the management and the Internal Auditor. The internal audit plan broadly covers key business areas, information technology, finance and accounts, treasury and banking operations, legal and secretarial compliance, conflict-of-interest management, and human resources and payroll.

Significant internal audit observations, including those relating to subsidiaries, where applicable, and the corresponding corrective actions are periodically reviewed by the Audit Committee. The Audit Committee also reviews and recommends to the Board the appointment and remuneration of the Internal Auditor to preserve the independence of the internal audit function.

The Company has also adopted a Vigil Mechanism and Whistle-Blower Policy, which forms an important part of its internal control framework. Further details are provided in the section titled Vigil Mechanism and Whistle-Blower Policy of this Report.

28. Compliance with the Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable and mandatory Secretarial

Standards issued by the Institute of Company Secretaries of India.

29. Policy on Directors Appointment and Remuneration

Pursuant to Section 134(3)(e), read with Section 178(3) and (4) of the Companies Act, 2013, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Nomination and Remuneration Policy (NRC Policy).

The NRC Policy, inter alia, sets out the criteria for determining qualifications, positive attributes and independence of Directors, and provides the framework governing the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also seeks to ensure that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate suitably qualified persons and that remuneration is linked to performance, wherever appropriate.

There was no change in the NRC Policy during the year under review. The NRC Policy is available on the Companys website at https://www.lancerline.com/uploads/investor/643eb331dfb5e3360cc6a1ffa9cdf758.pdf.

30. Details of Establishment of Whistle Blower Policy and Vigil Mechanism

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and adopted a Whistle-Blower Policy to enable Directors and employees to report genuine concerns.

The mechanism provides adequate safeguards against victimisation and allows direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. During the year under review, no person was denied access to the Chairperson of the Audit Committee.

The Policy is available on the Companys website at https://www.lancerline.com/uploads/ investor/0ebc604b65c189e9890ec059afde18ee.pdf.

31. Material Changes and Commitments affecting Financial Position of the Company between the end of the Financial Year 2025-26 and Date of this Report

Subsequent to the close of the financial year, on July 20, 2026, the Company allotted 1,85,18,518 equity shares of face value 5 each at an issue price of 10.80 per equity share pursuant to the conversion of unsecured loans. Consequently, the paid-up equity share capital of the Company increased to 185,89,11,180, comprising 37,17,82,236 equity shares of face value 5 each.

Except as disclosed above and elsewhere in this Report, no material changes or commitments affecting the financial position of the Company occurred between March 31, 2026 and the date of this Report.

32. Other Disclosures

During the year under review:

- there was no change in the nature of the business of the Company;

no revision was made to the financial statements or the Boards Report of the Company under Section 131 of the Companies Act, 2013; the requirements relating to the maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013 were not applicable to the business activities carried on by the Company;

- no application was made and no proceeding was pending by or against the Company under the Insolvency and Bankruptcy Code, 2016; and

the Company did not enter into any one-time settlement with any bank or financial institution in respect of any loan availed by it.

33. Acknowledgements

The Board of Directors places on record its gratitude for the valuable guidance and support received from regulatory authorities. The Board acknowledges the continued support of the Members and also places on record its appreciation for the commitment, teamwork and professionalism demonstrated by the employees of the Company.

For and on behalf of the Board of Directors

Sd/-	Sd/-
Praful Jain	Sumit Sadh
Chairman & Managing Director	Chief Executive Officer & Whole-time Director
DIN: 08000808	DIN: 02757766

Date: August 12, 2026
Place: Navi Mumbai